SinoMedia Holding Limited — AGM Information 2011

Apr 13, 2011

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect about this circular, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitors, professional accountant or other professional adviser.

If you have sold or transferred all your Shares in SINOMEDIA HOLDING LIMITED , you should at once hand this circular and proxy form enclosed herein to the purchaser or transferee or to the bank or stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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SINOMEDIA HOLDING LIMITED 中視金橋國際傳媒控股有限公司 (Incorporated in Hong Kong with limited liability) (Stock Code: 00623)

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, ELECTION AND RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of SinoMedia Holding Limited to be held at Aberdeen Room, Level 3, JW Marriott Hotel Hong Kong, Pacifi c Place, 88 Queensway, Hong Kong on Friday, 20 May 2011 at 3:00 p.m. is set out on pages 14 to 16 of this circular.

Whether or not you are able to attend the annual general meeting, please complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company’s branch share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for holding the annual general meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the annual general meeting or any adjournment thereof should you so wish.

13 April 2011

CONTENTS

	Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
APPENDIX I — EXPLANATORY STATEMENT ON REPURCHASE OF SHARES. . . . . . . .	7
APPENDIX II — DETAILS OF DIRECTORS PROPOSED TO BE ELECTED AND
RE-ELECTED AT THE ANNUAL GENERAL MEETING. . . . . . . . . . . . . . .	11
NOTICE OF ANNUAL GENERAL MEETING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14

— i —

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions have the following meanings:

“AGM”	the annual general meeting of the Company to be held at Aberdeen
	Room, Level 3, JW Marriott Hotel Hong Kong, Pacif c Place, 88
	Queensway, Hong Kong on Friday, 20 May 2011 at 3:00 p.m.
	for the purpose of considering and, if thought f t, approving the
	resolutions proposed in the AGM Notice
“AGM Notice”	the notice dated 13 April 2011 for convening the AGM and
	included herein
“Articles”	the articles of association of the Company as amended from time to
	time
“Associate(s)”	has the meaning ascribed to it under the Listing Rules
“Board”	the board of Directors (including non-executive Directors and
	independent non-executive Directors)
“Companies Ordinance”	the Companies Ordinance, Chapter 32 of the Laws of Hong Kong
“Company”	SinoMedia Holding Limited (中視金橋國際傳媒控股有限公司),
	a company incorporated in Hong Kong with limited liability, the
	Shares of which are listed on the main board of the Stock Exchange
	(stock code: 00623)
“Connected Person(s)”	has the meaning ascribed to it under the Listing Rules
“Director(s)”	the director(s) of the Company
“General Mandate”	a general mandate to the Directors to allot and issue Shares with
	an aggregate nominal value not exceeding 20% of the aggregate
	nominal value of the share capital of the Company in issue as at the
	date of approval of the mandate
“General Extension Mandate”	a general mandate to the Directors to add to the General Mandate
	any Shares representing the number of Shares repurchased under
	the Repurchase Mandate
“Group”	the Company and its subsidiaries
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“Latest Practicable Date”	7 April 2011, being the latest practicable date prior to the printing
	of this circular for the purpose of ascertaining certain information
	contained in this circular

— 1 —

DEFINITIONS

“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange from time to time
“PRC”	the People’s Republic of China excluding Hong Kong, the Macau
	Special Administrative Region of the PRC and Taiwan for the
	purposes of this circular
“Repurchase Mandate”	a general mandate to the Directors to repurchase Shares with an
	aggregate nominal value not exceeding 10 per cent of the aggregate
	nominal value of the share capital of the Company in issue as at the
	date of approval of the mandate
“RMB”	Renminbi, the lawful currency of PRC
“SFO”	Securities and Futures Ordinance, Chapter 571 of the Laws of
	Hong Kong
“Share(s)”	ordinary share(s) of HK$0.0003125 each in the capital of the
	Company
“Shareholder(s)”	holder(s) of the Share(s)
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Takeovers Code”	The Hong Kong Codes on Takeovers and Mergers
“%”	per cent

— 2 —

LETTER FROM THE BOARD

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SINOMEDIA HOLDING LIMITED 中視金橋國際傳媒控股有限公司 (Incorporated in Hong Kong with limited liability) (Stock Code: 00623)

Executive Directors: Chen Xin (Chairman) Liu Jinlan Li Zongzhou

Non-Executive Directors: Zhu Jia Huang Jingsheng Independent Non-executive Directors: Ding Junjie Qi Daqing Chen Tianqiao

Registered Offi ce: Room 1505, 15th Floor World-wide House 19 Des Voeux Road Central Hong Kong

Principal Place of Business: Unit 15D Xintian International Plaza No. 450 Fushan Road Pudong New District Shanghai, PRC

13 April 2011

To the Shareholders,

Dear Sir or Madam,

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, ELECTION AND RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide the Shareholders with information regarding the following proposals to be put forward at the AGM for the Shareholder’s consideration and, if thought fi t, approval of:

• (a) the granting to the Directors of the General Mandate;

• (b) the granting to the Directors of the Repurchase Mandate;

• (c) the granting to the Directors of the General Extension Mandate;

• (d) the re-election of Directors; and

• (e) the election of independent non-executive Director.

— 3 —

LETTER FROM THE BOARD

2. VARIOUS MANDATES

On 28 May 2010, resolutions for the General Mandate, Repurchase Mandate and the General Extension Mandate were passed by the Shareholders and all the aforesaid mandates will lapse at the conclusion of the forthcoming AGM.

(a) General Mandate

An ordinary resolution will be proposed at the AGM to approve the granting of the General Mandate. The General Mandate, if granted, will allow the Directors to issue and allot further Shares prevailing up to 20% of the issued share capital of the Company as at the date of passing the relevant resolution.

As at the Latest Practicable Date, the issued share capital of the Company was 566,838,400 fully paid-up Shares. Subject to the passing of the resolution granting the General Mandate and on the basis that no further Shares will be allotted and issued or repurchased after the Latest Practicable Date and up to the date of the AGM, exercise in full of the General Mandate could result in up to new issue of 113,367,680 Shares. There is no present intention for any issuance of Shares pursuant to the General Mandate.

(b) Repurchase Mandate

An ordinary resolution will be proposed at the AGM to approve the granting of the Repurchase Mandate. The new Repurchase Mandate, if granted, will allow the Directors to exercise all the powers of the Company to repurchase its own Shares not exceeding 10% of the issued share capital of the Company as at the date of passing the relevant resolution.

Subject to the passing of the proposed resolution granting the Repurchase Mandate to the Directors, and on the basis that there were 566,838,400 fully paid-up Shares as at the Latest Practicable Date and no Shares will be issued or repurchased by the Company between the Latest Practicable Date and the date of AGM, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 56,683,840 Shares.

An explanatory statement to provide Shareholders with all the information reasonably necessary for them to make an informed decision in relation to this proposed resolution as required by the Listing Rules concerning the regulation of repurchases by companies of their own securities on the Stock Exchange is set out in the Appendix I to this circular.

(c) General Extension Mandate

It is recommended that the General Extension Mandate be granted to the Directors permitting them, after the grant of the Repurchase Mandate referred to above, to add to the General Mandate any Shares repurchased pursuant to the Repurchase Mandate.

The authority conferred on the Directors by the General Mandate, the Repurchase Mandate and the General Extension Mandate would continue in force until the earliest of (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by law or the Articles to be held; and (iii) its revocation or variation by ordinary resolution of the Shareholders in general meeting.

— 4 —

LETTER FROM THE BOARD

3. RE-ELECTION OF DIRECTORS

In accordance with Article 105 of the Articles, at each annual general meeting, not less than one-third of the Directors for the time being shall retire from offi ce by rotation and, under the code on corporate governance of the Company, every Director, including those appointed for a specifi c term, shall be subject to retirement by rotation at least once every 3 years.

Accordingly, the following Directors shall retire from offi ce by rotation at the conclusion of the AGM.

Name Position (a) Liu Jinlan Executive Director (b) Qi Daqing Independent Non-executive Director (c) Chen Tianqiao Independent Non-executive Director

All of them, being eligible, except Mr. Chen Tianqiao who will not offer himself for re-election, will offer themselves for re-election at the AGM. In replacement of Mr. Chen Tianqiao, the Board proposes to appoint Mr. Lian Yuming as an independent non-executive Director at the AGM. If elected, he will hold offi ce from the AGM date to the conclusion of the annual general meeting of the Company of 2014.

If re-elected, all the aforesaid Directors, subject to the terms agreed otherwise which expire earlier, will be subject to rotation, removal, vacation or termination of their offi ces as Directors as set out in the Articles or the disqualifi cation to act as a Director under the Articles, the laws of Hong Kong and the Listing Rules. Their particulars required to be disclosed under the Listing Rules are set out in Appendix II to this circular.

4. ANNUAL GENERAL MEETING

The AGM Notice is set out on pages 14 to 16 of this circular and a form of proxy for use at the AGM is herein enclosed.

Whether or not you are able to attend the AGM, please complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company’s share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, as soon as possible and in any event not later than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting at the AGM or any adjournment thereof should you so desire.

5. CLOSURE OF REGISTER OF MEMBERS

The register of members of the Company will be closed from Tuesday, 17 May 2011 to Friday, 20 May 2011 (both dates inclusive), for the purposes of determining the entitlements of the Shareholders to attend and vote at the AGM. No transfer of the Shares may be registered on those dates. In order to qualify to attend and vote at the AGM, all transfers accompanied by the relevant share certifi cates must be lodged with the Company’s share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, by no later than 4:30 p.m. on Monday, 16 May 2011.

— 5 —

LETTER FROM THE BOARD

6. VOTING BY POLL

In accordance with Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll. Accordingly, the voting on all resolutions at the AGM will be conducted by way of poll.

7. RECOMMENDATION

The Board believes that the resolutions proposed in the AGM Notice are in the best interests of the Company and the Shareholders as a whole. The Board recommends that the Shareholders vote in favour of all resolutions to be proposed at the AGM.

8. RESPONSIBILITY OF THE DIRECTORS

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confi rm, having made all reasonable enquiries, that to the best of their knowledge and belief there are no other facts the omission of which would make any statement herein misleading.

Yours faithfully, By order of the Board SinoMedia Holding Limited Chen Xin Chairman

— 6 —

EXPLANATORY STATEMENT ON REPURCHASE OF SHARES

APPENDIX I

This explanatory statement contains all the information required pursuant to Rule 10.06(1)(b) and other relevant provisions of the Listing Rules to enable the Shareholders to make an informed decision on whether to vote for or against the ordinary resolutions to be proposed at the AGM in relation to the new Repurchase Mandate.

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company was 566,838,400 fully paidup Shares.

Subject to the passing of the resolution granting the new Repurchase Mandate and on the basis that no further Shares will be allotted and issued or repurchased after the Latest Practicable Date and up to the date of the AGM, exercise in full of the Repurchase Mandate could result in up to 56,683,840 Shares (representing 10% of the issued share capital of the Company as at the Latest Practicable Date) being repurchased by the Company during the course of the period from the date of resolution granting the Repurchase Mandate until the earliest of (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by law or the Articles to be held; and (iii) its revocation or variation by ordinary resolution of the Shareholders in general meeting.

2. REASONS FOR REPURCHASES

The Directors believe that it is in the best interests of the Company and its Shareholders to have a general authority from Shareholders to enable the Directors to repurchase Shares on the market. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net value of the Company and its assets and/or earnings per Share and will only be made if the Directors believe that such repurchases will benefi t the Company and its Shareholders.

3. FUNDING OF REPURCHASES

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with its memorandum and Articles and the Companies Ordinance. The Companies Ordinance provides that the amount of capital repaid in connection with a share repurchase may only be paid from the distributable profi ts of the Company and/or the proceeds of a new issue of shares made for the purpose of the repurchase to such extent allowable under the Companies Ordinance.

On the basis of the combined net tangible assets of the Group as at 31 December 2010, and taking into account the current working capital position of the Group, the Directors consider that no material adverse effect on the working capital and gearing position of the Group may result in the event that the Repurchase Mandate is to be exercised in full at any time during the proposed purchase period. The Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

— 7 —

EXPLANATORY STATEMENT ON REPURCHASE OF SHARES

APPENDIX I

4. EFFECT ON THE TAKEOVERS CODE

If, as the result of a Share repurchase, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of the Takeovers Code. In certain circumstances, a Shareholder or a group of Shareholders acting in concert (depending on the level of increase of the Shareholders’ interest) could as a result of increase of its or their interest, obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

Assuming that no further Shares will be allotted and issued or repurchased after the Latest Practicable Date and up to the date of the AGM, on exercise in full of the Repurchase Mandate, the number of issued Shares will decrease from 566,838,400 to 510,154,560.

As at the Latest Practicable Date, the following persons and corporations had, interests in 5% or more in the Shares of the Company, as recorded in the register required to be kept under Section 336 of the SFO:

				Approximate
				percentage of
				shareholding
				if the Share
			Approximate	Repurchase
			percentage of	Mandate
	Number of		total issued	is exercised
Name	Shares	Notes	share capital	in full
Equity Trustee Limited	298,914,821	1	52.73	58.59
Liu Jinlan	255,828,169	2	45.13	50.15
Chen Xin	251,428,165	3	44.36	49.28
CLH Holding Limited	203,941,513		35.98	39.98
Golden Bridge International
Culture Limited	203,941,513		35.98	39.98
Golden Bridge Int’l Advertising
Holdings Limited	203,941,513		35.98	39.98
Bain Capital CTVGB Holding L.P.	117,624,579	4	20.75	23.06
Bain Capital CTVGB Holding Ltd.	117,624,579		20.75	23.06

Notes:

• (1) Equity Trustee Limited is deemed to be interested in 298,914,821 Shares, being all the Shares directly held by Golden Bridge International Culture Limited, SinoMedia Investment Ltd., Merger Holding Service Company Limited, United Marine Enterprise Company Limited and Digital Finance Service Company Limited, as trustee of certain discretionary trusts.

• (2) Liu Jinlan is deemed to be interested in 255,828,169 Shares, of which 3,200,000 Shares and 1,200,000 Shares are the Shares which may be subscribed by Liu Jinlan upon her exercise of the options granted to her under the pre-IPO and the post-IPO option scheme of the Company respectively; and 251,428,169 Shares are directly held by Golden Bridge International Culture Limited, United Marine Enterprise Company Limited and SinoMedia Investment Ltd. in certain discretionary trusts.

• (3) Chen Xin is deemed to be interested in 251,428,165 Shares, being all the Shares held directly by Golden Bridge International Culture Limited, Merger Holding Service Company Limited and Digital Finance Service Company Limited in certain discretionary trusts.

— 8 —

APPENDIX I

EXPLANATORY STATEMENT ON REPURCHASE OF SHARES

• (4) Bain Capital CTVGB Holding L.P. is deemed to be interested in the 117,624,579 Shares directly held by Bain Capital CTVGB Holding Ltd.

In the event that the Directors exercised in full the power to repurchase Shares under the Repurchase Mandate, the total interests of the above shareholders would be increased to approximately the respective percentages shown in the last column above.

If the Repurchase Mandate were exercised in full,

• (i) such repurchase may reduce the amount of Shares held by the public to below 25% of the total issued share capital of the Company. The Company has no intention to exercise the Repurchase Mandate to the effect that it will result in the public fl oat to fall below 25% or such other minimum percentage prescribed by the Listing Rules from time to time.

• (ii) Equity Trustee Limited, Liu Jinlan, Chen Xin, CLH Holding Limited, Golden Bridge International Culture Limited and Golden Bridge Int’l Advertising Holdings Limited may be obliged to make a mandatory offer under Rule 26 of the Takeovers Code as the aggregate percentage shareholding of each of them would increase by more than 2% of the voting rights of the Company, save as above, the Directors are not aware of any consequence which may arise under the Takeovers Code as a result of any repurchase made under the Repurchase Mandate. The Board currently has no intention to exercise the Repurchase Mandate to the extent which will trigger a mandatory offer under Rule 26 of the Takeovers Code.

5. SHARE PRICE

The highest and lowest prices at which the Shares have been traded on the Stock Exchange during the previous twelve months are as follows:

	Shares
	Highest	Lowest
	(HK$)	(HK$)
2010
April	2.77	1.97
May	2.58	1.66
June	1.99	1.75
July	2.20	1.71
August	2.59	1.90
September	2.47	2.06
October	3.05	2.19
November	2.97	2.63
December	3.00	2.62
2011
January	2.92	2.66
February	2.74	2.28
March	3.00	2.30
April (up to the Latest Practicable Date)	2.90	2.77

— 9 —

APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE OF SHARES

6. REPURCHASE OF SHARES

No purchase of Shares was made by the Company in the previous six months ended on the Latest Practicable Date, whether on the Stock Exchange or otherwise.

7. GENERAL

None of the Directors, and to the best of their knowledge having made all reasonable enquiries, nor any Associates of any Director, have any present intention in the event that the Repurchase Mandate is approved by the Shareholders to sell any Shares to the Company.

No Connected Person has notifi ed the Company that he has a present intention to sell Shares to the Company, or has undertaken not to do so, if the Repurchase Mandate is approved by Shareholders.

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to make purchases pursuant to the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of Hong Kong.

— 10 —

APPENDIX II DETAILS OF DIRECTORS PROPOSED TO BE ELECTED AND RE-ELECTED AT THE AGM

Set out below are details of the Directors who are proposed to be elected and re-elected at the AGM.

1. MS. LIU JINLAN

Ms. Liu Jinlan, aged 42, has been our Chief Executive Offi cer since she founded the Group in 1999. She has served as a director since 24 October 2001. She is primarily responsible for the management of the overall business operation and customer development. Ms. Liu previously worked at CCTV as a news broadcaster, a reporter and then a director from 1995 to 1998. Since she founded our Group, she was instrumental in designing and executing advertising campaigns which have infl uenced the TV media industry, for which she was jointly recognised as one of the “Top Ten Female Advertising Professionals in China” (中國十大最具風采女性廣告人) by CCTV, Advertising School of the Communication University of China (中國傳媒大學廣告學院), “Advertising Guidance” (廣告導 報) and “Business” magazine (經營者雜誌社) in 2006. She was elected chairman of The Association of Accredited Advertising Agencies of China (中國4A協會) in January 2008, and jointly recognised as one of the “2008 Top Ten People in Media Advertising in China” (2008中國十大傳媒廣告人 物) by School of Journalism and Communication of Renmin University of China (中國人民大學 新聞學院), Journalism School of Fudan University (復旦大學新聞學院) and other institutions in December 2008. In 2009, in a celebration marking the 60th founding of New China, she was jointly recognised as the “2009 China’s Advertising Industry’s Outstanding Woman” (2009年度中國廣 告行業傑出女性) by China Advertising Association of Commerce (中國商務廣告協會), Beijing Advertising Association (北京廣告協會), 21st Century Advertising Magazine (21世紀廣告雙週刊), and the organizing committee of the 21st AD International Summit (21世紀廣告國際峰會組委會). She was also elected a vice-chairman of the fi rst Media Committee of China Association of National Advertisers (中國廣告主協會) in 2009. She was jointly recognised as one of the “2009–2010 Top Ten Infl uential Female Advertising Professionals in China” (中國最具影响力十大女性廣告人) by “Advertising Guidance” magazine and MBA School of the Communication University of China（中國 傳媒大學MBA學院）in September 2010. Ms. Liu graduated from the Beijing Broadcast College with a certifi cate in Linguistics, and received an EMBA degree from the Cheung Kong Graduate School of Business in 2006. Ms. Liu is the wife of Mr. Chen, our Chairman and executive Director.

Ms. Liu holds 251,428,169 Shares and options to subscribe for 4,400,000 Shares.

Ms. Liu has entered into a service contract with the Company.

2. MR. QI DAQING

Mr. Qi Daqing, aged 46, has been our independent non-executive director since May 2008. He taught as an assistant professor and then an associate professor in accounting at the Chinese University of Hong Kong between 1996 and 2002. Mr. Qi joined the Cheung Kong Graduate School of Business in July 2002 where he currently serves as a professor of Accounting and associate dean. He serves as an independent director and a member of audit committee of Sohu.com Ltd., Focus Media Holding Limited and Honghua Group Limited respectively, and serves as an independent director, the chairman of audit committee and a member of remuneration and nomination committee of China Huiyuan Juice Group Limited. He also serves as an independent director of China Vanke Co., Ltd., DaQo New Energy Corp., AutoNavi Holdings Limited and Bona Film Group Limited respectively. Mr. Qi obtained a Bachelor of Science degree in biological physics in 1985 and a Bachelor of Arts degree in international mass communication in 1987, both from Fudan University in Shanghai. He received an MBA degree from the University of Hawaii at Manoa in 1992 and then a Ph.D. degree in accounting from the Michigan State University in 1996.

— 11 —

APPENDIX II DETAILS OF DIRECTORS PROPOSED TO BE ELECTED AND RE-ELECTED AT THE AGM

Mr. Qi currently holds directorships in the following publicly listed companies: Sohu.com Ltd. (NASDAQ), Focus Media Holding Limited (NASDAQ), Honghua Group Limited (Hong Kong Stock Exchange), China Huiyuan Juice Group Limited (Hong Kong Stock Exchange), China Vanke Co., Ltd. (Shenzhen Stock Exchange), DaQo New Energy Corp. (New York Stock Exchange), AutoNavi Holdings Limited (NASDAQ) and Bona Film Group Limited (NASDAQ).

Through his roles as an independent director in various companies and as a result of his overall professional experience, Mr. Qi has obtained expertise in accounting and fi nancial management. In addition to lectures and presentations in accounting issues at various professional settings, he has authored research papers on accounting, fi nancial reporting, capital market and other related topics that are published in leading academic journals. Mr. Qi is experienced in reviewing and analysing fi nancial statements of public companies.

Mr. Qi holds options to subscribe for 260,000 Shares.

Mr. Qi has entered into an engagement letter with the Company.

3. MR. LIAN YUMING

Mr. Lian Yuming, aged 47, is proposed to be an independent non-executive director. Mr. Lian graduated from the Shanxi University (山西大學) in 1987 with a bachelor of laws degree. He currently serves as the President of the International Institute for Urban Development, Beijing (北京 國際城市發展研究院), a researcher of the Research Center of National Conditions and Policies of the Party School of the Central Committee of Communist Party of China (中共中央黨校國情國策 研究中心), the Chairman of the International Cities Forum Foundation (國際城市論壇基金會) and a committee member of the Expert Consultative Committee of the Beijing Municipal Government (北 京市政府專家諮詢委員會). He has a number of publications including but not limited to the Report on Competitiveness of Chinese Cities (中國城巿綜合競爭力報告), the Report on the Living Quality of Chinese Cities (中國城巿生活質量報告), the Report on the Brand Value of Chinese Cities (中國 城巿品牌價值報告), the Report on the Core Problems of the 11th Five-Year Plan of Chinese Cities (中國城巿「十一五」核心問題研究報告) and the Report on the Core Problems of the 12th FiveYear Plan of Chinese Cities (中國城巿「十二五」核心問題研究報告). Mr. Lian has received various awards from government bodies and communities in recognition of his achievement and contribution to society, including but not limited to the Beijing Municipal Committee of the Chinese People’s Political Consultative Conference (政協北京市委員會).

Mr. Lian is not interested or deemed to be interested in any Shares or underlying Shares. If appointed, Mr. Lian and the Company will enter into an engagement letter.

— 12 —

DETAILS OF DIRECTORS PROPOSED TO BE ELECTED AND RE-ELECTED AT THE AGM

APPENDIX II

DIRECTORS’ EMOLUMENTS

The amounts of emoluments received in 2010 by those Directors to be elected and re-elected at the AGM are set out in the table below:

		Salaries,
		allowances
		and	Employee	Pension
		benef ts	share	scheme	Total
Directors	Fees	in kind	option benef ts	contributions	remuneration
	(RMB’000)	(RMB’000)	(RMB’000)	(RMB’000)	(RMB’000)
Ms. Liu Jinlan	—	864	164	62	1,090
Mr. Qi Daqing	128	—	41	—	169
Mr. Lian Yuming	—	—	—	—	—

The emoluments to be received in 2011 by the above Directors to be elected and re-elected at the AGM will be determined by the Board based on the adopted remuneration policy reviewed by the Remuneration Committee of the Company, with reference to the Directors’ qualifi cation and experience, responsibilities undertaken, contribution to the Group, and the prevailing market level of remuneration of similar position.

OTHER INFORMATION

If elected and re-elected at the AGM, all the aforesaid Directors, subject to the terms agreed otherwise which expire earlier, will be subject to the rotation, removal, vacation or termination of such offi ces as set out in the Articles or the disqualifi cation to act as a Director under the Articles, the laws of Hong Kong and the Listing Rules. Save as disclosed herein, the above Directors did not in the past three years up to the Latest Practicable Date hold any directorship in any listed public company in Hong Kong or overseas, did not as at the Latest Practicable Date have other major appointments and professional qualifi cations, any interests in the Shares within the meaning of Part XV of the Securities and Futures Ordinance and any relationship with any other directors, senior management or any substantial or controlling shareholders of the Company, and there is no information which is discloseable or are/were the above Directors to be elected or re-elected involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and the Board is not aware of any other matters which need to be brought to the attention of the Shareholders.

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NOTICE OF ANNUAL GENERAL MEETING

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SINOMEDIA HOLDING LIMITED 中視金橋國際傳媒控股有限公司

(Incorporated in Hong Kong with limited liability) (Stock Code: 00623) (the “Company”)

NOTICE IS HEREBY GIVEN that the annual general meeting of the Company (the “AGM”) will be held at 3:00 p.m. on Friday, 20 May 2011 at Aberdeen Room, Level 3, JW Marriott Hotel Hong Kong, Pacifi c Place, 88 Queensway, Hong Kong, for the purpose of transacting the following business:

ORDINARY BUSINESS

1. To receive and adopt the audited consolidated fi nancial statements and the reports of the directors of the Company (“Directors”) and the independent auditors of the Company (“Auditors”) for the year ended 31 December 2010;

2. To re-appoint Messrs. KPMG as the Auditors and authorise the board of Directors to fi x their remuneration;

3. To approve the declaration of a fi nal dividend of HK$0.066 per ordinary share and a special dividend of HK$0.066 per ordinary share of the Company to be paid to the shareholders of the Company whose names appear on the register of members of the Company on 20 May 2011;

4. To re-elect the retiring Directors;

5. To elect Mr. Lian Yuming as independent non-executive Director; and

SPECIAL BUSINESS

To consider and, if thought fi t, to pass the following resolutions (with or without modifi cation) as ordinary resolutions:

1. “ THAT

a general mandate be and is hereby unconditionally given to the Directors to exercise during the Relevant Period (as hereinafter defi ned) all the powers of the Company to allot, issue and deal with unissued shares in the Company (“Shares”) or securities convertible into Shares or options, warrants or similar rights to subscribe for any Shares or such convertible securities and to make or grant offers, agreements or options which would or might require the exercise of such powers either during or after the Relevant Period, in addition to any Shares which may be issued from time to time (a) on a Rights Issue (as hereinafter defi ned) or (b) upon the exercise of any options under any option scheme or similar arrangement for the time being adopted for the grant or issue of Shares or rights to acquire Shares or (c) upon the exercise of rights of subscription or conversion attaching to any warrants or convertible bonds issued by the Company or any securities which are convertible into Shares the issue of which warrants and other securities has previously been approved by shareholders of the Company

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NOTICE OF ANNUAL GENERAL MEETING

or (d) as any scrip dividend or similar arrangements pursuant to the articles of association of the Company, not exceeding twenty per cent of the issued share capital of the Company as at the date of this resolution; and

for the purpose of this resolution, “Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:

• i. the conclusion of the next annual general meeting of the Company;

• ii. the expiration of the period within which the next annual general meeting of the Company is required by law or the articles of association of the Company to be held; and

• iii. the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting;

and “Rights Issue” means an offer of Shares open for a period fi xed by the Directors to holders of Shares on the register of members of the Company on a fi xed record date in proportion to their then holdings of such Shares (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction, or of the requirements of any recognized regulatory body or any stock exchange applicable to the Company).”

1. “ THAT there be granted to the Directors an unconditional general mandate to repurchase Shares, and that the exercise by the Directors of all powers of the Company to purchase Shares subject to and in accordance with all applicable laws, be and is hereby generally and unconditionally approved, subject to the following conditions:

2. (a) such mandate shall not extend beyond the Relevant Period (as hereinafter defi ned);

3. (b) such mandate shall authorize the Directors to procure the Company to repurchase Shares at such price as the Directors may at their discretion determine;

4. (c) the Shares to be repurchased by the Company pursuant to paragraph (a) of this resolution during the Relevant Period shall be no more than ten per cent of the Shares in issue at the date of passing this resolution; and

5. (d) for the purpose of this resolution, “Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:

   • i. the conclusion of the next annual general meeting of the Company;

   • ii. the expiration of the period within which the next annual general meeting of the Company is required by law or the articles of association of the Company to be held; and

   • iii. the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting.”

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NOTICE OF ANNUAL GENERAL MEETING

1. “ THAT , subject to the availability of unissued share capital and conditional upon the resolutions nos. 7 and 8 above being passed, the number of Shares which are repurchased by the Company pursuant to and in accordance with resolution no. 8 above shall be added to the number of Shares that may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to and in accordance with resolution no. 7 above.”

By order of the Board SinoMedia Holding Limited Chen Xin Chairman

Hong Kong, 13 April 2011

Notes:

1. A member of the Company who is a holder of two or more Shares, and who is entitled to attend and vote at the AGM is entitled to appoint more than one proxy or a duly authorized corporate representative to attend and vote in his stead. A proxy needs not be a member of the Company. Completion and return of the form of proxy will not preclude a member of the Company from attending and voting in person at the AGM and any adjournment thereof should he so wish. In such event, his form of proxy will be deemed to have been revoked.

2. A form of proxy for the AGM is enclosed with the Company’s circular dated 13 April 2011. In order to be valid, the form of proxy duly completed and signed in accordance with the instructions printed thereon together with a valid power of attorney or other authority, if any, under which it is signed, or a notarially certifi ed copy of such power or authority, must be deposited at the Company’s share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof.

3. The register of members of the Company will be closed from Tuesday, 17 May 2011 to Friday, 20 May 2011 (both dates inclusive), for the purposes of determining the entitlements of the members of the Company to attend and vote at the AGM. No transfers of Shares may be registered during the said period. In order to qualify for the aforesaid entitlements, all transfers accompanied by the relevant share certifi cates must be lodged with the Company’s share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no later than 4:30 p.m. on Monday, 16 May 2011.

4. With regard to resolutions no. 7 above, the Directors wish to state that they have no immediate plans to issue any new Shares pursuant to the general mandate to be granted under resolution no. 7 above.

5. The AGM is not expected to take more than half a day. Shareholders or their proxies attending the AGM shall be responsible for their own travel and accommodation expenses.

As at the date of this notice, the board of Directors comprises Mr. Chen Xin, Ms. Liu Jinlan and Mr. Li Zongzhou being the executive Directors, Mr. Zhu Jia and Mr. Huang Jingsheng, being the non-executive Directors, and Mr. Ding Junjie, Mr. Qi Daqing and Mr. Chen Tianqiao, being the independent nonexecutive Directors.

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