SinoMedia Holding Limited — AGM Information 2014

Apr 17, 2014

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

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

(the “Company”)

(Incorporated in Hong Kong with limited liability)

(Stock Code: 00623)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting of the Company (the “AGM”) will be held at 3 p.m. on 12 June 2014, Thursday at Level 3, Three Pacifi c Place, 1 Queen’s Road East, Admiralty, 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 2013.

2. To declare a fi nal dividend of 16.48 HK cents per ordinary share of the Company (“Shares”) and a special dividend of 16.48 HK cents per Share to be paid out of the distributable profi ts to the shareholders of the Company (“Shareholders”) whose names appear on the register of members of the Company on Friday, 20 June 2014.

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

4. To re-elect the retiring Directors.

SPECIAL BUSINESS

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

6. “ THAT

• (a) 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 or securities convertible into Shares or options,

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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 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 total number of issued Shares of the Company as at the date of this resolution (as may be consolidated or subdivided); and

• (b) 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 fractions entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction, or of the requirements of any recognised 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;

3. (b) such mandate shall authorise 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 total number of issued Shares at the date of passing this resolution (as may be consolidated or subdivided); and

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• (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.”

• “ THAT , subject to the availability of unissued share capital and conditional upon the resolutions nos. 6 and 7 above being passed, the number of Shares which are repurchased by the Company pursuant to and in accordance with resolution no. 7 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. 6 above.”

• “ THAT the period during which holders of options (“Pre-IPO Options”) granted under the pre-IPO share option scheme adopted by the Company on 29 June 2007 and which remain outstanding as at the date of this resolution are entitled to exercise such Pre-IPO Options be extended to the expiry of 10 years from the date of grant of the relevant Pre-IPO Options.”

• To transact other business of the Company.

By order of the Board Chen Xin Chairman

Hong Kong, 17 April 2014

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 authorised corporate representative to attend and vote in his/her 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 of such meeting should he/she so wish. In such event, his/her 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 17 April 2014. 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.

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1. The register of members of the Company will be closed from 10 June 2014, Tuesday to 12 June 2014, Thursday (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 9 June 2014, Monday.

2. The register of members of the Company will be closed from 18 June 2014, Wednesday to 20 June 2014, Friday (both dates inclusive), for the purpose of determining the entitlements of the members of the Company to the proposed fi nal dividend and special dividend upon passing of resolution no. 2 set out in this notice. No transfer of Shares may be registered during the said period. In order to qualify for the proposed fi nal dividend and special dividend all transfers of shares 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 17 June 2014, Tuesday.

3. With regard to resolutions no. 6 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. 6 above.

As at the date of this announcement, the Board comprises CHEN Xin, LIU Jinlan, LI Zongzhou as executive Directors, HE Hui David as non-executive Director and DING Junjie, QI Daqing, LIAN Yuming and WANG Xin as independent non-executive Directors.

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