THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular or as to the action you should take, you should consult your licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your securities in Culture Landmark Investment Limited (the “ Company ”), you should at once hand this circular and the accompanying proxy form to the purchaser or transferee or to the bank, licensed securities dealer 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.

CULTURE LANDMARK INVESTMENT LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 674)

DISCLOSEABLE TRANSACTION AND CONNECTED TRANSACTION AND

NOTICE OF SPECIAL GENERAL MEETING

Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders

A letter from the board of directors of the Company is set out on pages 7 to 22 of this circular. A letter from the Independent Board Committee containing its recommendation to the Independent Shareholders is set out on pages 23 to 24 of this circular. A letter from the Independent Financial Adviser containing its advice to the Independent Board Committee and the Independent Shareholders is set out on pages 25 to 38 of this circular.

A notice convening the SGM to be held on Tuesday, 29 January 2013 at 3:30 p.m. at Rooms 2501-05, 25th Floor, China Resources Building, No. 26 Harbour Road, Wanchai, Hong Kong is set out on pages 58 to 59 of this circular.

Whether or not you intend to attend the SGM, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the office of the Company’s branch share registrar in Hong Kong, Tricor Secretaries Ltd., 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, as soon as possible and in any event not less than 48 hours before the appointed time for holding the 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 SGM and any adjournment thereof (as the case may be) should you so wish.

11 January 2013

	Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Letter from the Independent Board Committee. . . . . . . . . . . . . . . . . . . . . . . . . . .	23
Letter from Guangdong Securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	25
Appendix I — Valuation Report. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	39
Appendix II — General Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	48
Appendix III — Letters in relation to Valuation Report. . . . . . . . . . . . . . . . . .	53
Notice of Special General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	58

— i —

DEFINITIONS

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

“Acquisition” the acquisition of the Sale Shares by the Company from the Vendors pursuant to the terms and subject to the conditions of the Acquisition Agreement and adjusted by the Deed of Undertaking

“Acquisition Agreement” the conditional sale and purchase agreement dated 21 September 2012 made between the Company and the Vendors (and adjusted by the Deed of Undertaking) in relation to the Acquisition

“Announcement” the announcement dated 21 September 2012 issued by the Company in relation to the Acquisition
“associate(s)” has the meaning ascribed to it in the Listing Rules
“Board” the board of Directors
“Business Day(s)” a day (other than a Saturday or a Sunday and a day on which a tropical cyclone warning signal number 8 or above or a black rainstorm warning is hoisted in Hong Kong between 9:00 a.m. to 5:00 p.m.) on which licensed banks are generally open for business in Hong Kong throughout their normal business hours

“Capital Reduction” the reduction of the nominal value of each issued Consolidated Share from HK$1.00 to HK$0.05 by cancelling paid up capital to the extent of HK$0.95 on each of the issued Consolidated Share as approved at the special general meeting of the Company held on 16 October 2012. The Capital Reduction became effective on 17 October 2012

“Company” Culture Landmark Investment Limited, a company incorporated in Bermuda with limited liability, the issued Consolidated Shares of which are listed on the main board of the Stock Exchange, being the purchaser

— 1 —

DEFINITIONS

“Completion” the completion of the Acquisition in accordance with the terms and conditions of the Acquisition Agreement
“connected person(s)” has the meaning ascribed to this term under the Listing Rules
“Consideration” a consideration of HK$55,896,400 which was determined in the manner as described in the subparagraph headed “Basis of the Consideration” of this circular and shall be payable by the Company to the Vendors for the Acquisition pursuant to the payment terms as set out in the Acquisition Agreement
“Consolidated Share(s)” ordinary share(s) of HK$0.05 each in the share capital of the Company after the Share Consolidation and Capital Reduction came into effect on 17 October 2012
“Deed of Undertaking” a deed of undertaking dated 21 November 2012 entered into by the Company and Vendor A, pursuant to which Vendor A undertakes to indemnify the Company and/or the PRC Company for debt in the amount of RMB3 million owed by the PRC Company to persons who are Independent Third Parties, particulars of which were disclosed in the Company’s announcement dated 21 November 2012
“Director(s)” the director(s) of the Company
“Group” the Company and its subsidiaries

— 2 —

DEFINITIONS

“Guangdong Securities” or
“Independent Financial Adviser”

Guangdong Securities Limited, a licensed corporation to carry on Type 1 (dealing in securities), Type 2 (dealing in futures contracts), Type 4 (advising on securities), Type 6 (advising on corporate finance) and Type 9 (asset management) regulated activities as defined under the SFO, the independent financial adviser to the Independent Board Committee and the Independent Shareholders on the Acquisition Agreement and the transactions contemplated thereunder

“Hong Kong”
the Hong Kong Special Administrative Region of PRC
“HK$”
Hong Kong dollars, the lawful currency of Hong Kong
“Independent Board Committee”
the independent board committee of the Company comprising Mr. Tong Jingguo, Mr. Yang Rusheng and Mr. So Tat Keung, independent non-executive Directors, established to advise the Independent Shareholders in respect of the Acquisition
“Independent Shareholder(s)” Shareholder(s) other than the Vendors and the Target Company and their respective associates, and any Shareholders who have a material interest in the Acquisition
“Independent Third Party(ies)” any person(s) or company(ies) and their respective ultimate beneficial owner(s) whom, to the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, are third parties independent of the Company and its connected persons in accordance with the Listing Rules
“Latest Practicable Date”
9 January 2013, being the latest practicable date prior to the printing of this circular for ascertaining certain information herein
“Listing Rules”

the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited

— 3 —

DEFINITIONS

“Long Stop Date”	31 January 2013 or such other date as may be agreed
	by the Company and the Vendors in writing
“Mr. Yeung”	Mr. Raymond Wai Cheuk Yeung, a Canadian Citizen
“PRC”	The People’s Republic of China but for the purpose
	of this circular shall exclude Hong Kong, the Macau
	Special Administrative Region and Taiwan
“PRC Company”	北京潤通融和投資顧問有限公司(Beijing Runtong
	Ronghe Investment Consulting Company Limited*), a
	wholly-foreign owned enterprise company established
	in PRC with limited liability and being the wholly-
	owned subsidiary of the Target Company
“Promissory Notes”	two promissory notes to be executed by the Company
	in favour of Vendor A in the sum of HK$20,448,200
	(and adjusted by the Deed of Undertaking) and
	in favour of Vendor B (with the consent and
	at the discretion of Mr. Yeung) in the sum of
	HK$20,448,200, respectively on Completion for the
	purpose of settling part of the Consideration under the
	Acquisition Agreement
“RMB”	Renminbi, the lawful currency of PRC
“Sale Shares”	the two ordinary shares of HK$1.00 each in the issued
	share capital of the Target Company, representing the
	entire issued share capital of the Target Company
“SFO”	the Securities and Futures Ordinance (Chapter 571 of
	the Laws of Hong Kong)
“SGM”	a special general meeting of the Company to be
	convened for the purpose of considering and, if
	thought fit, approving the Acquisition and the
	transactions contemplated thereunder
“Share(s)”	ordinary share(s) of HK$0.05 each in the share capital
	of the Company

— 4 —

DEFINITIONS

“Share Consolidation”	the consolidation of every 20 issued and unissued
	Shares of HK$0.05 each in the share capital of the
	Company into one consolidated share of HK$1.00
	each as approved at the special general meeting of
	the Company held on 16 October 2012. The Share
	Consolidation became effective on 17 October 2012
“Shareholder(s)”	holder(s) of the Shares or Consolidated Shares, as the
	context requires
“Song Labs”	北京天語同聲信息技術有限公司(Song Labs Company
	Limited*), a Sino-foreign joint venture company
	incorporated in PRC with limited liability, which is
	held as to 20% by the PRC Company, as to 19.2% by
	the Target Company, and as to 43.2% and 17.6% by
	the Company through its wholly-owned subsidiaries,
	Win Success Enterprises Limited and Wide Stand
	Holdings Limited, respectively
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“substantial shareholder(s)”	has the meaning ascribed to this term under the Listing
	Rules
“Target Company”	Media Sound Technology Limited, a company
	incorporated in Hong Kong with limited liability,
	which is held as to 50% by Vendor A and as to the
	remaining 50% by Vendor B (as trustee for Mr.
	Yeung)
“Target Group”	the Target Company and the PRC Company
“Valuation Report”	a valuation report in respect of the business and assets
	of the Target Group issued by Savills Valuation and
	Professional Services Limited dated 11 January 2013,
	the text of which is set out in Appendix I to this
	circular

— 5 —

DEFINITIONS

“Vendor A”	Ms. Lau Wang Tai, Wendy（柳宏娣）, a Hong Kong
	permanent resident
“Vendor B”	Mr. Tsang Yat Loi（曾日來）, a Hong Kong permanent
	resident and as the trustee for Mr. Yeung
“Vendors”	collectively, Vendor A and Vendor B
“%”	per cent.

The English translation of the names of companies established in PRC referred to in this circular is for reference only. The official names of those companies are in Chinese.

In this circular, amount quoted in RMB have been converted into HK$ at the rate of RMB1.00 to HK$1.224. Such exchange rate has been used, where applicable, for the purposes of illustration only and does not constitute a representation that any amount was or may have been exchanged at this or any other rates or at all.

— 6 —

LETTER FROM THE BOARD

CULTURE LANDMARK INVESTMENT LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 674)

Executive Directors:

Mr. CHENG Yang (Chairman) Mr. ZHENG Yuchun Mr. LI Weipeng

Ms. LEI Lei

Registered office: Clarendon House Church Street Hamilton HM11 Bermuda

Independent Non-Executive Directors:

Mr. TONG Jingguo Mr. YANG Rusheng

Mr. SO Tat Keung

Principal place of business in Hong Kong: Rooms 2501-05, 25th Floor China Resources Building No. 26 Harbour Road Wanchai Hong Kong

11 January 2013

To the Shareholders

Dear Sir/Madam,

DISCLOSEABLE TRANSACTION AND CONNECTED TRANSACTION AND NOTICE OF SPECIAL GENERAL MEETING

INTRODUCTION

Reference is made to the announcements of the Company dated 21 September 2012, 21 November 2012 and 21 December 2012, in which the Board announced that on 21 September 2012, the Company entered into the Acquisition Agreement with the Vendors for the Acquisition.

— 7 —

LETTER FROM THE BOARD

The purpose of this circular is to provide you with (i) further information in respect of the Acquisition; (ii) a letter from the Independent Board Committee to the Independent Shareholders; (iii) a letter from Guangdong Securities to advise the Independent Board Committee and the Independent Shareholders in relation to the Acquisition Agreement and the transactions contemplated thereunder; (iv) a notice to convene the SGM; and (v) other information as required by the Listing Rules.

LISTING RULES IMPLICATIONS

As the applicable percentage ratios for the acquisition of the Sale Shares pursuant to the Acquisition Agreement is more than 5% and less than 25%, the Acquisition Agreement constitutes a discloseable transaction for the Company and is subject to the disclosure requirements under Chapter 14 of the Listing Rules.

In addition, the Vendors are the owners of the entire issued share capital of the Target Company, which is a substantial shareholder of Song Labs, a non-wholly owned subsidiary of the Company. Accordingly, the Vendors are connected persons of the Company by being associates of a substantial shareholder of Song Labs and the Acquisition constitutes a connected transaction pursuant to Rule 14A.13(1)(a) of the Listing Rules. The Acquisition and the transactions contemplated under the Acquisition Agreement are therefore subject to approval by the Independent Shareholders at the SGM by way of poll. Other than the Vendors and the Target Company and their respective associates, which are required to abstain from voting on the relevant resolution to be proposed at the SGM to approve the Acquisition Agreement and the transactions contemplated thereunder, no other Shareholders are required to abstain from voting in respect of the resolution relating to the Acquisition Agreement and the transactions contemplated thereunder at the SGM.

An Independent Board Committee has been formed to advise the Independent Shareholders with respect to the relevant resolution on the transactions contemplated under the Acquisition Agreement proposed to be passed at the SGM, and Guangdong Securities has been appointed to make recommendations to the Independent Board Committee and the Independent Shareholders regarding the same.

— 8 —

LETTER FROM THE BOARD

THE ACQUISITION AGREEMENT

Date

21 September 2012 (after trading hours)

Parties

(1) The Company as purchaser; and
(2) Ms. Lau Wang Tai, Wendy and Mr. Tsang Yat Loi as Vendors. The Vendors are the owners of the entire issued share capital of the Target Company, which is a substantial shareholder of Song Labs, a non-wholly owned subsidiary of the Company. Accordingly, the Vendors are connected persons of the Company by being associates of a substantial shareholder of Song Labs and the Acquisition constitutes a connected transaction pursuant to Rule 14A.13(1)(a) of the Listing Rules. In addition, as the applicable percentage ratios for the acquisition of the Sale Shares pursuant to the Acquisition Agreement is more than 5% and less than 25%, the Acquisition Agreement constitutes a discloseable transaction for the Company and is subject to the disclosure requirements under Chapter 14 of the Listing Rules.

On 21 December 2012 (after trading hours), the Company, Mr. Yeung and Vendor B entered into a deed of undertaking (the “ Second Deed of Undertaking ”), pursuant to which Vendor B confirms that the one ordinary share of HK$1.00 in the issued share capital of the Target Company, representing 50% of the entire issued share capital of the Target Company (the “ Sale Share ”) disposed by Vendor B under the Acquisition Agreement was in fact held by Vendor B on trust for Mr. Yeung pursuant to a declaration of trust dated 7 January 2003 (the “ Declaration of Trust ”).

During the course of the due diligence review conducted by the Company in accordance with the Acquisition Agreement, the Company noted the Declaration of Trust. Pursuant to the Declaration of Trust, Mr. Yeung appointed Vendor B as his nominee shareholder on 7 January 2003. Vendor B therefore holds the Sale Share and all dividends and interest accruing upon the Sale Share on trust for Mr. Yeung. The Second Deed of Undertaking was executed to protect the interests of the Company under the Acquisition Agreement. Particulars of the Second Deed of Undertaking were disclosed in the Company’s announcement dated 21 December 2012.

— 9 —

LETTER FROM THE BOARD

Assets to be acquired

Pursuant to the Acquisition Agreement, the Company will purchase and the Vendors will sell the Sale Shares for the consideration of HK$55,896,400. The Sale Shares represents the entire issued share capital of the Target Company. Upon Completion, the Target Company will become a wholly-owned subsidiary of the Company.

Consideration

Pursuant to the Acquisition Agreement, the consideration of HK$55,896,400 shall be settled in the following manner:

(i) a deposit in the sum of HK$15,000,000 is payable in cash by the Company to the Vendors upon signing of the Acquisition Agreement; and
(ii) the remaining HK$40,896,400 after deducting the sum of RMB3,000,000 (at the then exchange rate) agreed by Vendor A to be deducted under the Deed of Undertaking shall be settled by issue of the Promissory Notes to the Vendors on Completion.

On 21 November 2012 (after trading hours), the Company and Vendor A entered into the Deed of Undertaking, pursuant to which Vendor A undertakes to indemnify the Company and/or the PRC Company for debt in the amount of RMB3 million (the “ Debt ”) owed by the PRC Company to persons who are Independent Third Parties.

The major terms of the Deed of Undertaking are as follows:

(a) Vendor A undertakes to indemnify the Company and/or the PRC Company for the Debt owed by the PRC Company to the creditors;
(b) Vendor A agrees that the RMB3 million shall be set off from HK$20,448,200, which shall be paid to Vendor A by issue of a promissory note in favour of Vendor A under the Acquisition Agreement on Completion. If the said sum of RMB3 million shall be insufficient to discharge the Debt, Vendor A shall immediately pay the difference thereof to the Company; and
(c) The Company undertakes to procure the PRC Company to, at the creditors’ request, repay the Debt within one month after the Completion.

The Consideration to be paid by the Company to the Vendors will be financed by internal resources of the Group.

— 10 —

LETTER FROM THE BOARD

Basis of the Consideration

The Consideration was arrived at after arm’s length negotiations between the Company and the Vendors on normal commercial terms by reference to (1) the estimated value of Song Labs based on information available to the Company as the indirect shareholder of 60.8% of Song Labs, (2) the information contained in the latest management accounts of the Target Company and the PRC Company supplied by the Vendors and (3) the Valuation Report as set out in Appendix I of this circular.

The Target Company owes a debt of HK$31,500,000 to Witty Idea Finance Company Limited, a wholly-owned subsidiary of the Company as at the Latest Practicable Date. The unaudited combined net liabilities of the Target Group would be adjusted to HK$11,795,462 upon Completion after taken into account the said debt of HK$31,500,000.

Having considered the factors described in the section headed “Reasons for and benefits of the Acquisition” below, the Directors (excluding the independent non-executive Directors who will provide their view after considering the advice from Guangdong Securities) are of the view that the Consideration is fair and reasonable and that the Acquisition Agreement is in the interests of the Company and the Shareholders as a whole.

Conditions Precedent

The sale and purchase of the Sale Shares will be subject to, inter alia, the following conditions precedent (or waived by the Company except conditions (d) and (e) which could not be waived by the Company):

(a) the Company having completed and being satisfied in all respects, at its absolute discretion, with the results of the due diligence review (including but not limited to the financial, legal and business reviews) to be conducted by the Company in accordance with the Acquisition Agreement;
(b) the warranties given by the Vendors in the Acquisition Agreement remaining true and accurate in all respects;
(c) the corporate structure of the Target Group as described in the Acquisition Agreement remaining accurate;
(d) the transactions contemplated under the Acquisition Agreement not having breached any provision of the Listing Rules and the Stock Exchange not having opposed any transaction contemplated under the Acquisition Agreement;

— 11 —

LETTER FROM THE BOARD

(e) the passing by the Independent Shareholders at the SGM by way of poll, the necessary resolutions to approve the Acquisition Agreement and the transactions contemplated thereunder; and
(f) a Valuation Report having been obtained in relation to the business and assets of the Target Group prepared by an independent valuer appointed by the Company and the Company having been satisfied at its absolute discretion with the Valuation Report in all respects.

The Company may waive the conditions precedent set out above at its absolute discretion (except conditions (d) and (e) which could not be waived by the Company) and require the Vendors to complete the Acquisition.

In the event that any of the above conditions precedent has not been satisfied or has not been waived by the Company (except conditions (d) and (e) which could not be waived by the Company) on or before the Long Stop Date or such later date as the Company and the Vendors may agree, the Acquisition Agreement shall terminate without prejudice to the rights and the obligations of the parties before the termination and the Vendors shall within 3 Business Days return the deposit in the sum HK$15,000,000 paid by the Company.

COMPOSITION OF THE BOARD OF THE TARGET GROUP AS A RESULT OF THE ACQUISITION

The current board members of the Target Company and the PRC Company nominated by the Vendors will tender their resignations upon Completion. It is the intention of the Company to appoint two to three directors to the board of directors of the Target Company and the PRC Company, respectively.

— 12 —

LETTER FROM THE BOARD

S H A R E H O L D I N G S T R U C T U R E O F T H E T A R G E T G R O U P B E F O R E COMPLETION

The shareholding structure of the Target Group before Completion is shown as follows:

==> picture [342 x 250] intentionally omitted <==

----- Start of picture text -----

Vendor A Vendor B
50% 50%
Target Company
100%
19.2% PRC Company
20%
Song Labs
----- End of picture text -----

SHAREHOLDING STRUCTURE OF THE TARGET GROUP UPON COMPLETION

The shareholding structure of the Target Group upon Completion is shown as follows:

==> picture [412 x 269] intentionally omitted <==

----- Start of picture text -----

The Company
100%
100% 100% Target Company
100%
Win Success Wide Stand
Enterprises Holdings PRC Company
Limited Limited
43.2% 17.6% 19.2% 20%
Song Labs
----- End of picture text -----

— 13 —

LETTER FROM THE BOARD

Completion

Completion of the Acquisition will take place within 5 Business Days after the fulfillment of the conditions precedent (or waived by the Company to the extent allowed under the Acquisition Agreement) or such other date as may be agreed by the Company and the Vendors in writing. Upon Completion, the Target Company, the PRC Company and Song Labs will become wholly-owned subsidiaries of the Company and their financial results will be consolidated into the accounts of the Group.

PROMISSORY NOTES

Upon Completion, HK$40,896,400 after deducting the sum of RMB3,000,000 (at the then exchange rate) agreed by Vendor A to be deducted under the Deed of Undertaking shall be settled by way of the Promissory Notes to be executed by the Company in favour of Vendor A in the sum of HK$20,448,200 (and adjusted by the Deed of Undertaking) and in favour of Vendor B (with the consent and at the discretion of Mr. Yeung) in the sum of HK$20,448,200, respectively. The terms of the Promissory Notes have been negotiated on an arm’s length basis and the principal terms of which are as follows:

Issuer: The Company Principal amount: HK$20,448,200 in favour of Vendor A (and adjusted by the Deed of Undertaking) and HK$20,448,200 in favour of Vendor B (with the consent and at the discretion of Mr. Yeung)
Interest: The Promissory Notes shall not bear any interest
Date of issue: The date of Completion
Repayment Date: The date falling on the last day of the 12th month from the date of issue of the Promissory Notes
Early repayment: The Company could, at its discretion, repay the Promissory Notes in whole or in part prior to the Repayment Date

INFORMATION OF THE TARGET GROUP

The Target Company is incorporated in Hong Kong and is an investment holding company with no business and operation other than holding the entire issued share capital of the PRC Company and 19.2% of the issued share capital of Song Labs. The PRC Company is

— 14 —

LETTER FROM THE BOARD

incorporated in PRC and is principally engaged in investment consulting, organisation of cultural and art exchange activities (excluding acting as intermediaries in performances) and acting as music copyright agents. The PRC Company also holds 20% of the equity capital of Song Labs.

The Target Company was incorporated by the Vendors through their nominee companies. The Target Company acquired 100% interest of the PRC Company in 2011 for the consideration of RMB3,000,000 and 19.2% interests of Song Labs in 2010 for the consideration of RMB10,800,000. The PRC Company acquired 8% interests of Song Labs in 2007 and 12% interests of Song Labs in 2010 for the consideration of RMB3,600,000 and RMB500,000, respectively.

FINANCIAL INFORMATION OF THE TARGET GROUP

The following is the audited financial information of the Target Group and Song Labs for the year ended 31 December 2011 and 31 December 2010, respectively. The audited financial information of the Target Company was prepared in accordance with Hong Kong Financial Reporting Standards, whereas the audited financial information of the PRC Company and Song Labs were prepared in accordance with the PRC Accounting Standards for Business Enterprises.

The Target Company

	For the year ended	For the year ended
	31st December, 2011	31st December, 2010
	HK$	HK$
Revenue	—	—
Loss before taxation	44,325	11,060
Loss after taxation	44,325	11,060
Net liabilities	5,093,430	5,049,105

The PRC Company

	For the year ended	For the year ended
	31st December, 2011	31st December, 2010
	RMB	RMB
Revenue	11,095	10,476
Loss before taxation	22,489	4,139
Loss after taxation	22,489	4,139
Net asset value	2,733,239	2,755,729

— 15 —

LETTER FROM THE BOARD

Song Labs

	For the year ended	For the year ended
	31st December, 2011	31st December, 2010
	RMB	RMB
Revenue	31,987,917	43,040,527
Loss before taxation	6,704,519	5,216,359
Loss after taxation	6,704,519	5,216,359
Net asset value	11,753,001	18,517,525

According to the Valuation Report, as at 30 September 2012, the carrying value of the total assets of the Target Group amounted to HK$19,704,538 and the appraised value is HK$87,894,930; the carrying value of the total liabilities amounted to HK$31,500,000 and the appraised value is HK$31,500,000; the carrying value of net assets amounted to (HK$11,795,462) and the appraised value is HK$56,394,930.

REASONS FOR AND BENEFITS OF THE ACQUISITION

The Group is principally engaged in property investment and property sub-leasing, collection of copyright fees in respect of karaoke music products in PRC, exhibition related business, hotel operation, restaurant operation and entertainment business.

Song Labs is a company incorporated in PRC on 17th August, 2005. It is principally engaged in the provision of intellectual property enforcement services in return for certain percentage of the licence fee collected from karaoke venues.

Due to the adjustment of investment strategies, the Vendors intend to transfer their equity interests in the Target Company to the Company. The Company entered into the Acquisition Agreement in order to acquire the remaining 39.2% equity interest in Song Labs.

Song Labs has entered into contracts with various owners of copyrights regarding audiovisual works for vocal accompaniment whereby Song Labs acquires the exclusive rights to, inter alia, grant licence to karaoke operators in PRC to replicate and play audio-visual works with vocal accompaniment.

Song Labs had formed a syndicate in PRC with 中音傳播（深圳）有限公司 (China Music Video Broadcast (Shenzhen) Company Limited) (“ China Music* ”), a non-wholly owned subsidiary of the Company, and 中國音像集體管理協會 (China Music Video Collective

— 16 —

LETTER FROM THE BOARD

Management Association) (the “ Association* ”) to manage and operate licensing of copyright to karaoke music products to karaoke operators in PRC. The Association is the only legal entity legally empowered to, inter alia, collect license fees on copyrights relating to karaoke music products from karaoke operators in PRC. Song Labs and China Music are the sole managers appointed by the Association in managing and licensing of the said copyrights in PRC. They are entitled to certain portion of the license fees payable by karaoke operators in PRC based on the number of karaoke rooms operated by them.

Song Labs and China Music had entered into agreements with 天合文化集團有限公司 (Tian He Culture Group Company Limited) (“ Tian He* ”), a non-wholly owned subsidiary of the Company, to establish fee collection teams for sourcing licensees and arranging for fee collection in various provinces and cities in PRC. Tian He is required to achieve a target based on (i) the number of karaoke rooms run by the licencees (which is the basis of calculation of licence fees); and (ii) the amount of licence fees under their respective agreements.

In 2010, based on 中國文化文物統計年鑒 2010 (2010 Cultural Statistics Yearbook of the PRC*) published by the Ministry of Culture of the PRC, the total number of karaoke venues in PRC ( 全國各地區歌舞娛樂場所 ) is 50,816. Based on the said agreements, the number of karaoke venues which Tian He achieved for license fee collection under the copyright agreements in 2010 is 2,982, which only accounted for 5.9% of the total number of karaoke venues in PRC.

Since there are currently about 50,816 karaoke venues in PRC as quoted from 中國文化文物統計年鑒 2010 (2010 Cultural Statistics Yearbook of the PRC*), the Board estimates that the number of karaoke venues which Tian He is expected to achieve for license fee collection under the copyright agreements in all provinces and cities in PRC will increase substantially between 2012 and 2016. Given that a significant number of karaoke venues in PRC are yet to be approached by the licence fee collection team of Tian He and with Song Labs and China Music being the sole managers appointed by the Association as aforesaid, the Board is of the opinion that the forecasted revenue growth rates of the Target Group are fair and reasonable, and the projections of the Target Group are feasible.

The Group’s development strategies to approach karaoke venues for license fee collection are as follows:

(1) To increase the number of license fee collection teams for sourcing licensees and arranging for fee collection in various provinces and cities in PRC by hiring more staff.

— 17 —

LETTER FROM THE BOARD

(2) To raise the target set for Tian He to collect license fees. The existing target is based on (i) the number of karaoke rooms run by the licensees; and (ii) the amount of license fees collected.
(3) To strengthen the communication between Tian He and the Association, the National Copyright Administration of the PRC and the Music Copyright Society of China in order to assist the said authorities in the suppression of illegal operation of music copyrights.
(4) To strengthen Tian He’s strategic partnership relations with other local partners.
(5) To promote Tian He’s brand name in PRC mainly by advertisements via various channels like magazines, local newspapers and internet websites.

The Board is of the opinion that the development strategies above will be implemented as planned and they are feasible for the Group.

Further, the Board believes that the deterioration of the financial performance of Song Labs was mainly due to the delays in rollout of copyright license fees settlement and collection services in respect of karaoke music products and videos in various provinces in PRC as a result of the disagreement with 北京中文發化數字科技有限公司 (China Culture Development Digital Technology Co., Ltd.) (“ CCDDT* ”) in respect of the operation and future development of the business of Tian He.

On 22 June 2011, 深圳市華融盛世投資管理有限公司 (Shenzhen Hua Rong Sheng Shi Investment Management Company Limited) (“ Shenzhen Hua Rong ”), a wholly-owned subsidiary of the Company, started arbitration proceedings in Beijing, PRC, against CCDDT for its breach of the terms of a shareholders’ agreement dated 15 July 2007 and an agreement signed in 2007 for the transfer of 20% of the registered capital of Tian He from Shenzhen Hua Rong to CCDDT. The final arbitration decision was made on 30 July 2012 that, inter alia, CCDDT shall return the 20% interest in Tian He to Shenzhen Hua Rong (the “ Return* ”) within 20 days from the date of delivery of the arbitration decision. The Return was made according to the arbitration decision in October 2012. After the Return, the Company had gained effective control in Tian He by holding 70% equity interest in Tian He, which allows the Company to focus on and exercise strategic plans to improve the copyright license fees settlement and collection services. This will greatly facilitate the achievement of the corporate goal of the Target Group.

The Board has also noted from 中國文化文物統計年鑒 (Cultural Statistics Yearbook of the PRC*) published by the Ministry of Culture of the PRC, the number of places of entertainment (including karaoke venues) in the PRC surged approximately by 65.93%

— 18 —

LETTER FROM THE BOARD

from 51,742 in 2006 to 85,854 in 2010. The revenue from the places of entertainment house (including karaoke venues) in the PRC also increased substantially by approximately 127.02% from approximately RMB21.02 billion in 2006 to approximately RMB47.72 billion in 2010. Meanwhile, the profit of the same increased more than fourfold, from approximately RMB3.3 billion in 2006 to approximately RMB17.19 billion in 2010. Furthermore, the Board has noted from the news published by the National Copyright Administration of the PRC and Music Copyright Society of China that the PRC government is continuously increasing its effort in suppression of the illegal operation of the music copyrights.

In view of the above, the Board is confident of the potential of the business of provision of intellectual property enforcement services and collection of copyright fees for content distribution in respect of karaoke music products in PRC conducted by Song Labs and would like to safeguard the continuity, smooth and stable operation of Song Labs in the long run. Upon Completion, the Company’s interest in Song Labs will increase from 60.8% to 100%. The financial results of the Target Group will be consolidated into the accounts of the Group, and the financial results of Song Labs will continue to be consolidated with those in the Group, but to a greater extent from 60.8% to 100% upon Completion.

According to the Valuation Report, the business and assets valuation of the Target Group as at 30 September 2012 was appraised at HK$56 million (the “Target Group Valuation”). Since the Consideration is HK$55,896,400 , it represents a slight discount to the Target Group Valuation. The Board’s projections, forecasts and other assumptions and information provided to the valuer are based on the following information:

Historical financial statements of the Target Group and Song Labs;
Profit and cash flows forecast of the Target Group and Song Labs;
Market statistics in relation to karaoke business;
Agreements in relation to provision of intellectual property enforcement services and licensing fee sharing right; and
Information in relation to the intellectual property copyright.

In view of the Consideration for the Acquisition as compared with the Target Group Valuation, the Directors are of the view that the Acquisition is beneficial to the Group.

BDO Limited, the reporting accountants of the Company, have reported to the Directors of the Company in respect of the valuation, in accordance with the assumptions described

— 19 —

LETTER FROM THE BOARD

above, of the discounted future estimated cash flows in connection with the Target Group Valuation prepared by Savills Valuation & Professional Services Limited as set out in its appraisal report dated 11 January 2013.

The Directors confirm that the appraisal of the Target Group, which constitutes a profit forecast under Rule 14.61 of the Listing Rules, has been made after due and careful enquiries.

Letters from BDO Limited and the Board relating to the Target Group Valuation are set out as Appendix III to this Circular.

Having considered the above, the Directors (excluding the independent non-executive Directors who will provide their view after considering the advice from Guangdong Securities) consider that the terms of the Acquisition Agreement are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

LISTING RULES IMPLICATIONS

FORMATION OF THE INDEPENDENT BOARD COMMITTEE

The Independent Board Committee comprising all the independent non-executive Directors has been formed by the Board to advise the Independent Shareholders as to whether the Acquisition Agreement was entered into on normal commercial terms and whether

— 20 —

LETTER FROM THE BOARD

the terms of the Acquisition and the transactions contemplated thereunder are fair and reasonable so far as the Independent Shareholders are concerned and are in the interests of the Company and the Shareholders as a whole. Your attention is drawn to the letter from the Independent Board Committee containing its advice to the Independent Shareholders set out on pages 23 to 24 of this circular.

Guangdong Securities has been appointed as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders as to whether the Acquisition Agreement was entered into on normal commercial terms and whether the terms of the Acquisition and the transactions contemplated thereunder are fair and reasonable so far as the Independent Shareholders are concerned and are in the interests of the Company and the Shareholders as a whole. The text of the letter of advice from Guangdong Securities is set out on pages 25 to 38 of this circular.

SGM

A notice convening the SGM to be held at 3:30 p.m. on Tuesday, 29 January 2013 at Rooms 2501-05, 25th Floor, China Resources Building, No. 26 Harbour Road, Wanchai, Hong Kong is set out on pages 58 to 59 of this circular, for the purpose of considering, if thought fit, passing the ordinary resolution to approve the Acquisition Agreement and the transactions contemplated thereunder.

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, as at the Latest Practicable Date, the Vendors and the Target Company and their respective associates have no shareholdings in the Company. In the case where the Vendors and the Target Company and their respective associates has any shareholdings in the Company on or before the date of SGM, the Vendors and the Target Company and their respective associates will abstain from voting on the resolution to approve the Acquisition at the SGM. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, as at the Latest Practicable Date, no Director or Shareholder has a material interest in the Acquisition or any of the proposed resolutions and is required to abstain from voting at the SGM.

The resolution put to vote at the SGM will be decided by way of poll as required by the Listing Rules.

You will find enclosed a form of proxy for use at the SGM. Whether or not you are able to attend the SGM, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon as soon as practicable and in any event not later than 48 hours before the time scheduled for the holding of the SGM to the office of the the Company’s branch share registrar in Hong Kong, Tricor Secretaries Ltd.,

— 21 —

LETTER FROM THE BOARD

26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong. Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or any adjournment thereof should you so wish and completion and return of the reply slip will not affect the right of a Shareholder to attend the SGM.

RECOMMENDATION

The Directors consider that the Acquisition Agreement and the transaction contemplated thereunder are fair and reasonable and in the interests of the Company and the Shareholders as a whole, and recommend the Shareholders to vote in favour of the resolution to be proposed at the SGM.

The Independent Board Committee, having taken into account the advice from Guangdong Securities, considers that the Acquisition Agreement was entered on normal commercial terms, and that the terms of the Acquisition and the transactions contemplated thereunder are fair and reasonable so far as the Independent Shareholders are concerned and are in the interests of the Company and the Shareholders as a whole. Accordingly the Independent Board Committee recommends the Independent Shareholders to vote in favour of the ordinary resolution at the SGM to approve the Acquisition Agreement and the transactions contemplated thereunder.

ADDITIONAL INFORMATION

Your attention is also drawn to the additional information set out in the appendices to this circular.

As completion of the Acquisition is subject to the fulfillment of a number of conditions precedent and may or may not proceed, Shareholders and potential investors should exercise caution when dealing with the Shares.

By Order of the Board

Cheng Yang

Chairman

Hong Kong, 11 January 2013

— 22 —

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

CULTURE LANDMARK INVESTMENT LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 674)

11 January 2013

To the Independent Shareholders

Dear Sir/Madam,

DISCLOSEABLE TRANSACTION AND CONNECTED TRANSACTION AND NOTICE OF SPECIAL GENERAL MEETING

We refer to the circular of the Company to the Shareholders dated 11 January 2013 (the “ Circular ”), of which this letter forms part. Unless the context requires otherwise, capitalised terms used in this letter will have the same meanings given to them in the Circular.

We have been authorised by the Board to form the Independent Board Committee to advise you as to whether the terms of the Acquisition Agreement, the transactions contemplated therein and the Acquisition are fair and reasonable so far as the Independent Shareholders are concerned and are in the interests of the Company and the Shareholders as a whole.

Your attention is also drawn to the letter from the Board as set out on pages 7 to 22 of the Circular, the letter of advice from Guangdong Securities set out on pages 25 to 38 of the Circular and the additional information set out in the appendices to the Circular. Having considered the terms of the Acquisition Agreement and the transactions contemplated thereunder and the advice of Guangdong Securities, we are of the opinion that the

— 23 —

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

Acquisition Agreement was entered into on normal commercial terms, and the terms of the Acquisition Agreement and the transactions contemplated thereunder are fair and reasonable so far as the Independent Shareholders are concerned, and are in the interests of the Company and the Shareholders as a whole.

Accordingly, we recommend the Independent Shareholders to vote in favour of the ordinary resolution to be proposed at the SGM to approve the Acquisition Agreement and the transactions contemplated thereunder.

Yours faithfully,

For and on behalf of

The Independent Board Committee

Mr. Tong Jingguo Mr. Yang Rusheng Mr. So Tat Keung Independent non-executive Independent non-executive Independent non-executive Director Director Director

— 24 —

LETTER FROM GUANGDONG SECURITIES

Set out below is the text of a letter received from Guangdong Securities, the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in respect of the Acquisition Agreement for the purpose of inclusion in this circular.

==> picture [213 x 34] intentionally omitted <==

Units 2505-06, 25/F. Low Block of Grand Millennium Plaza 181 Queen’s Road Central Hong Kong

11 January 2013

To: The independent board committee and the independent shareholders

of Culture Landmark Investment Limited

Dear Sirs,

DISCLOSEABLE AND CONNECTED TRANSACTION

INTRODUCTION

We refer to our appointment as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the Acquisition Agreement, details of which are set out in the letter from the Board (the “ Board Letter ”) contained in the circular dated 11 January 2013 issued by the Company to the Shareholders (the “ Circular ”), of which this letter forms part. Terms used in this letter shall have the same meanings as defined in the Circular unless the context requires otherwise.

The Company announced on 21 September 2012 that the Company and the Vendors entered into the Acquisition Agreement on even date. Vendor A entered into the Deed of Undertaking with the Company on 21 November 2012. Vendor B also entered into the Second Deed of Undertaking with the Company and Mr. Yeung on 21 December 2012. Pursuant to the Acquisition Agreement, the Vendors have conditionally agreed to sell and the Purchaser has conditionally agreed to purchase the Sale Shares at the consideration of HK$55,896,400. The Consideration will be satisfied by the Company by way of cash and the issue of Promissory Notes to the Vendors.

The Sale Shares represent the entire issued share capital of the Target Company. Upon Completion, the Target Company will become a wholly-owned subsidiary of the Company.

— 25 —

LETTER FROM GUANGDONG SECURITIES

With reference to the Board Letter, as the applicable percentage ratios for the Acquisition is more than 5% and less than 25%, the Acquisition constitutes a discloseable transaction for the Company and is subject to the disclosure requirements under Chapter 14 of the Listing Rules. As the Vendors are the connected persons of the Company, the Acquisition also constitutes a connected transaction for the Company and is subject to, among other things, the approval of the Independent Shareholders by way of poll at the SGM. Other than the Vendors and the Target Company and their respective associates, which are required to abstain from voting on the relevant resolutions to be proposed at the SGM to approve the Acquisition Agreement and the transactions contemplated thereunder, no other Shareholders are required to abstain from voting in respect of the resolutions relating to the Acquisition Agreement and the transactions contemplated thereunder at the SGM.

An Independent Board Committee comprising Mr. Tong Jingguo, Mr. Yang Rusheng and Mr. So Tat Keung (all being independent non-executive Directors) has been formed to advise the Independent Shareholders on (i) whether the terms of the Acquisition Agreement are on normal commercial terms and are fair and reasonable so far as the Independent Shareholders are concerned; (ii) whether the Acquisition is in the interests of the Company and the Shareholders as a whole; and (iii) how the Independent Shareholders should vote in respect of the resolution(s) to approve the Acquisition Agreement and the transactions contemplated thereunder at the SGM. We, Guangdong Securities Limited, have been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in this respect.

BASIS OF OUR OPINION

In formulating our opinion to the Independent Board Committee and the Independent Shareholders, we have relied on the statements, information, opinions and representations contained or referred to in the Circular and the information and representations as provided to us by the Directors. We have assumed that all information and representations that have been provided by the Directors, for which they are solely and wholly responsible, are true and accurate at the time when they were made and continue to be so as at the Latest Practicable Date. We have also assumed that all statements of belief, opinion, expectation and intention made by the Directors in the Circular were reasonably made after due enquiry and careful consideration. We have no reason to suspect that any material facts or information have been withheld or to doubt the truth, accuracy and completeness of the information and facts contained in the Circular, or the reasonableness of the opinions expressed by the Company, its advisers and/or the Directors, which have been provided to us. We consider that we have taken sufficient and necessary steps on which to form a reasonable basis and an informed view for our opinion in compliance with Rule 13.80 of the Listing Rules.

— 26 —

LETTER FROM GUANGDONG SECURITIES

We have not made any independent evaluation or appraisal of the assets and liabilities of the Group or the Target Group and we have not been furnished with any such evaluation or appraisal, save as and except for the valuation report on the Target Group (the “ Valuation Report ”). The Valuation Report was prepared by Savills Valuation and Professional Services Limited (“ Savills ”). Since we are not experts in the valuation of business or company, we have relied solely upon the Valuation Report for the fair market value of the Target Group as at 30 September 2012 (the “ Valuation ”). Shareholders should also note that since the Valuation involves various basis and assumptions, it may or may not accurately reflect the true market value of the Target Group.

The Directors have collectively and individually accepted full responsibility for the accuracy of the information contained in the Circular and have confirmed, having made all reasonable enquiries, which to the best of their knowledge and belief, that there are no other facts the omission of which would make any statement in the Circular misleading.

We consider that we have been provided with sufficient information to reach an informed view and to provide a reasonable basis for our opinion. We have not, however, conducted any independent in-depth investigation into the business and affairs of the Company, the Target Group, the Vendors, Song Labs or their respective subsidiaries or associates, nor have we considered the taxation implication on the Group or the Shareholders as a result of the Acquisition. Our opinion is necessarily based on the financial, economic, market and other conditions in effect and the information made available to us as at the Latest Practicable Date. Shareholders should note that subsequent developments (including any material change in market and economic conditions) may affect and/or change our opinion and we have no obligation to update this opinion to take into account events occurring after the Latest Practicable Date or to update, revise or reaffirm our opinion. In addition, nothing contained in this letter should be construed as a recommendation to hold, sell or buy any Shares or any other securities of the Company.

Lastly, where information in this letter has been extracted from published or otherwise publicly available sources, the sole responsibility of Guangdong Securities is to ensure that such information has been correctly extracted from the relevant sources.

— 27 —

LETTER FROM GUANGDONG SECURITIES

PRINCIPAL FACTORS AND REASONS CONSIDERED

In arriving at our opinion in respect of the Acquisition, we have taken into consideration the following principal factors and reasons:

Background of the Acquisition

Information on the Group

As referred to in the Board Letter, the Group is principally engaged in property investment and property sub-leasing, collection of copyright fees in respect of karaoke music products, exhibition related business, hotel operation, restaurant operation and entertainment business.

Set out below is a table showing the key financial data of the Group for the six months ended 30 September 2012 and for the two years ended 31 March 2012 as extracted from the Company’s interim report for the six months ended 30 September 2012 (the “ Interim Report ”) and the Company’s annual report for the year ended 31 March 2012:

	For the	For the	For the
	six months ended	year ended	year ended
	30 September	31 March	31 March
	2012	2012	2011	% change from
	(unaudited)	(audited)	(audited)	2011 to 2012
	HK$	HK$	HK$	%
Turnover from continuing
operations	126,419,122	298,982,929	173,791,595	72.04
— License fee collection
business	15,385,401	73,901,282	43,865,367	68.47
— Hotel operations	29,907,286	71,740,712	71,914,053	(0.24)
— Exhibition related
business	26,570,287	81,468,152	—	N/A
— Property sub-leasing
business	39,320,999	54,560,565	—	N/A
— Entertainment business	11,069,887	9,738,959	3,496,240	178.56
— Property investment	2,745,978	5,559,937	9,960,350	(44.18)
— Restaurant operations	1,419,284	2,013,322	44,555,585	(95.48)
Loss for the period/year
from continuing operations	(84,449,150)	(310,716,696)	(263,546,268)	17.90

— 28 —

LETTER FROM GUANGDONG SECURITIES

	As at 30	As at 31	As at 31
	September 2012	March 2012	March 2011	% change from
	(unaudited)	(audited)	(audited)	2011 to 2012
	HK$	HK$	HK$	%
Total assets	1,316,223,604	1,531,388,849	1,159,575,683	32.06
Total liabilities	508,201,327	585,056,303	270,434,299	116.34
Net assets	808,022,277	946,332,546	889,141,384	6.43

From the above table, we noted that the Group’s turnover from its continuing operations increased approximately 72.04% from approximately HK$173.79 million for the year ended 31 March 2011 to approximately HK$298.98 million in 31 March 2012. Among various business segments of the Group, the license fee collection business and the entertainment business recorded substantial growth in turnover for the year ended 31 March 2011 as compared to the prior year. Despite the significant improvement in the Group’s turnover, the Group recorded loss of approximately HK$310.72 million from continuing operations for the year ended 31 March 2012, representing an increase of approximately 17.90% as compared to the prior year. As advised by the Directors, the increase in the loss was mainly due to significant provisions and impairment loss of goodwill and other assets for the year ended 31 March 2012.

With reference to the Interim Report, the Group will (i) continue its current activities of property investment, property sub-leasing, license fee collection business in the PRC, entertainment business, exhibition-related business, hotel operations and restaurant operations; and (ii) seek for suitable investment opportunities to expand the business of the Group.

Information on the Target Group

(a) Business overview

With reference to the Board Letter, the Target Company is incorporated in Hong Kong and is an investment holding company with no business and operation other than holding the entire issued share capital of the PRC Company and 19.2% of the issued share capital of Song Labs. The PRC Company is incorporated in PRC and is principally engaged in investment consulting, organisation of cultural & art exchange activities (excluding acting as intermediaries in performances) and acting as music copyright agents. The PRC Company also holds 20% of the equity capital of Song Labs.

— 29 —

LETTER FROM GUANGDONG SECURITIES

With reference to the Board Letter, Song Labs is a company incorporated in PRC on 17 August 2005. It is principally engaged in the provision of intellectual property enforcement services in return for certain percentage of the license fee collected from karaoke venues. As advised by the Directors, the fee collection from karaoke venues is conducted by 天合文化集團有限公司 (Tian He Culture Group Company Limited) (“ Tian He ”), which is an indirect non-wholly owned subsidiary of the Company (equity interest of Tian He are held as to 70% by 深圳市華融盛世投資管理有限公司 (Shenzhen Hua Rong Sheng Shi Investment Management Company Limited) (“ Shenzhen Hua Rong ”), a wholly owned subsidiary of the Company, and as to 30% by 北京中文發化數字科技有限公司 (China Culture Development Digital Technology Co., Ltd.) (“ CCDDT* ”).

(b) Financial overview

The following is the financial information of the Target Group for the nine months ended 30 September 2012 and for the two years ended 31 December 2011. The financial information of the Target Company was prepared in accordance with Hong Kong Financial Reporting Standards, whereas the financial information of the PRC Company was prepared in accordance with the PRC Accounting Standards for Business Enterprises.

The Target Company

	For the nine
	months ended	For the year ended	For the year ended
	30 September 2012	31 December 2011	31 December 2010	% change from
	(unaudited)	(audited)	(audited)	2010 to 2011
	HK$	HK$	HK$	%
Revenue	—	—	—	N/A
Loss before taxation	(6,640,765)	(44,325)	(11,060)	300.77
Loss after taxation	(6,640,765)	(44,325)	(11,060)	300.77
	As at	As at	As at
	30 September 2012	31 December 2011	31 December 2010	% change from
	(unaudited)	(audited)	(audited)	2010 to 2011
	HK$	HK$	HK$	%
Net liabilities	(11,734,194)	(5,093,430)	(5,049,105)	0.88

— 30 —

LETTER FROM GUANGDONG SECURITIES

The PRC Company

	For the nine
	months ended	For the year ended	For the year ended
	30 September 2012	31 December 2011	31 December 2010	% change from
	(unaudited)	(audited)	(audited)	2010 to 2011
	RMB	RMB	RMB	%
Revenue	—	11,095	10,476	5.91
Loss before taxation	(17,076)	(22,489)	(4,139)	443.34
Loss after taxation	(17,076)	(22,489)	(4,139)	443.34
	As at	As at	As at
	30 September 2012	31 December 2011	31 December 2010	% change from
	(unaudited)	(audited)	(audited)	2010 to 2011
	RMB	RMB	RMB	%
Net assets value	2,716,163	2,733,239	2,755,729	(0.82)
Song Labs
	For the nine
	months ended	For the year ended	For the year ended
	30 September 2012	31 December 2011	31 December 2010	% change from
	(unaudited)	(audited)	(audited)	2010 to 2011
	RMB	RMB	RMB	%
Revenue	110,011	31,987,917	43,040,527	(25.68)
Loss before taxation	(4,978,567)	(6,704,519)	(5,216,359)	28.53
Loss after taxation	(4,978,567)	(6,704,519)	(5,216,359)	28.53
	As at	As at	As at
	30 September 2012	31 December 2011	31 December 2010	% change from
	(unaudited)	(audited)	(audited)	2010 to 2011
	RMB	RMB	RMB	%
Net assets value	58,395,255	11,753,001	18,517,525	(36.53)

As illustrated by the table above and as confirmed by the Directors, the loss of the Target Company and the PRC Company for the two years ended 31 December 2011 were insignificant.

— 31 —

LETTER FROM GUANGDONG SECURITIES

We also noted from the above table that the revenue of Song Labs for the year ended 31 December 2011 decreased by approximately 25.68% as compared to the prior year. In addition, the loss before and after taxation of Song Labs for the year ended 31 December 2011 increased by approximately 28.53% as compared to the prior year. As advised by the Directors, the deterioration of the financial performance of Song Labs was mainly due to the delays in rollout of copyright license fees settlement and collection services (the “ Rollout ”) in respect of karaoke music products and videos in various provinces in the PRC as a result of disagreement with CCDDT in respect of the operation and future development of the business of Tian He.

On 22 June 2011, Shenzhen Hua Rong started arbitration proceedings in Beijing, the PRC, against CCDDT for its breach of the terms of a shareholders’ agreement dated 15 July 2007 and an agreement signed in 2007 for the transfer of 20% of the registered capital of Tian He by Shenzhen Hua Rong to CCDDT. According to the announcement of the Company dated 3 August 2012, the final decision of the arbitration was made on 30 July 2012 that, among others, CCDDT shall return the 20% interest in Tian He to Shenzhen Hua Rong (the “ Return ”) within 20 days from the date of delivery of the arbitration decision. As advised by the Directors, the Return was made in October 2012. After the Return, the Company had gain effective control on Tian He by holding 70% equity interest in Tian He, which allows the Company to focus on and exercise strategic plans to improve the copyright license fees settlement and collection services. Having also taken into account (i) the relationship among Song Labs, China Music and the Association; and (ii) the development of Song Labs and Tian He (as detailed under the section headed “Reasons for and benefits of the Acquisition” under the Board Letter, we concur with the Directors’ view that the financial performance of Song Labs is expected to improve.

Industry Overview

With reference to the statistics of National Bureau of Statistics of China, from 2006 to 2011, the PRC’s gross domestic product (“ GDP ”) increased at a compound annual growth rate (“ CAGR ”) of approximately 16.87% and reached approximately RMB47,156.4 billion in 2011. The PRC also experienced substantial growth in GDP per capita with a CAGR of approximately 16.11% from 2006 to 2010 and reached approximately RMB29,992 in 2010. During the period from 2006 to 2010, annual disposable income of urban households per capita increased from approximately RMB11,760 to approximately RMB19,109, representing a CAGR of approximately 12.91%.

— 32 —

LETTER FROM GUANGDONG SECURITIES

In addition, we noted from 中國文化文物統計年鑒 (Cultural Statistics Yearbook of the PRC*) published by the Ministry of Culture of the PRC, the number of places of entertainment (including karaoke venues) in the PRC surged approximately by 65.93% from 51,742 in 2006 to 85,854 in 2010. The revenue from the places of entertainment house (including karaoke venues) in the PRC also increased substantially by approximately 127.02% from approximately RMB21.02 billion in 2006 to approximately RMB47.72 billion in 2010. Meanwhile, the profit of the same increased more than fourfold, from approximately RMB3.3 billion in 2006 to approximately RMB17.19 billion in 2010. Furthermore, we noted from the news published by the National Copyright Administration of the PRC and Music Copyright Society of China that the PRC government is continuously increasing its effort in suppression of the illegal operation of the music copyrights.

Taking into account the above favourable statistics as well as the increasing effort in suppression of the illegal operation of the music copyrights, we concur with the Directors that the outlook of the license fee collection business would likely to be positive.

Reasons for the Acquisition

As referred to in the Board Letter, Song Labs has entered into contracts with various owners of copyrights to audio-visual works for vocal accompaniment whereby Song Labs acquires the exclusive rights to, inter alia, grant license to karaoke operators in PRC the rights to replicate and play audio-visual works with vocal accompaniment.

The Company entered into the Acquisition Agreement in order to acquire the remaining 39.2% equity interest in Song Labs as it is confident of the potential of the business of provision of intellectual property enforcement services and collection of copyright fees for content distribution in respect of karaoke music products in PRC conducted by Song Labs.

Upon our enquiry, the Directors advised us that the acquisition of the remaining interest of 39.2% in Song Labs through the Acquisition of the Target Group would allow the Group to gain full control of Song Labs. Accordingly, the Group may execute its strategic and operational control on Song Labs (if any) more efficiently without considering the other shareholders of Song Labs.

Having also taken into account (i) the business strategy of the Group to seek for suitable investment opportunities to expand the business of the Group; and (ii) the positive potential future prospects of the Target Group and Song Labs, we concur with the Directors that the Acquisition is in the interests of the Company and the Shareholders as a whole.

— 33 —

LETTER FROM GUANGDONG SECURITIES

Principal terms of the Acquisition Agreement

Under the Acquisition Agreement, the Company will purchase and the Vendors will sell the Sale Shares for the consideration of HK$55,896,400. The Sale Shares represent the entire issued share capital of the Target Company. Upon Completion, the Target Company will become a wholly-owned subsidiary of the Company.

Consideration

Pursuant to the Acquisition Agreement, the consideration of HK$55,896,400 shall be settled in the following manner:

(i) a deposit in the sum of HK$15,000,000 is payable in cash by the Company to the Vendors upon signing of the Acquisition Agreement; and
(ii) the remaining HK$40,896,400 after deducting the sum of RMB3,000,000 (at the then exchange rate) agreed by Vendor A to be deducted under the Deed of Undertaking shall be settled by issue of the Promissory Notes to the Vendors on Completion.

On 21 November 2012 (after trading hours), the Company and Vendor A entered into the Deed of Undertaking, pursuant to which Vendor A undertakes to indemnify the Company and/or the PRC Company for the Debt in the amount of RMB3 million owed by the PRC Company to persons who are Independent Third Parties.

On 21 December 2012 (after trading hours), the Company, Mr. Yeung, and Vendor B entered into the Second Deed of Undertaking, pursuant to which Vendor B confirms that the one ordinary share of HK$1.00 in the issued share capital of the Target Company, representing 50% of the Sale Share disposed by Vendor B under the Acquisition Agreement was in fact held by Vendor B on trust for Mr. Yeung pursuant to the Declaration of Trust.

The Consideration to be paid by the Company to the Vendors will be financed by internal resources of the Group. The Consideration was arrived at after arm’s length negotiations among the Company and the Vendors on normal commercial terms by reference to the estimated value of Song Labs based on information available to the Company as the indirect shareholder of 60.8% of Song Labs and by reference to information contained in the latest management accounts of the Target Company and the PRC Company supplied by the Vendors.

— 34 —

LETTER FROM GUANGDONG SECURITIES

The Valuation

According to the Valuation Report, the Valuation was approximately HK$56 million as at 30 September 2012. The Consideration represents a slight discount to the Valuation.

The Valuation was prepared by Savills using the discounted cash flow method under the income approach. In such case, it is stipulated under Rule 14.62 of the Listing Rules that the Company is required to obtain (i) a letter from its auditors or reporting accountants confirming that they have reviewed the accounting policies and calculations for the forecast and containing in the Valuation Report; and (ii) a report from its financial advisers confirming that they are satisfied that the forecast in the Valuation has been made by the Directors after due and careful enquiry, if no financial advisers have been appointed in connection with the transaction, the Company must provide a letter from the Board confirming they have made the forecast after due and careful enquiry. We consider that the above stipulation of the Listing Rules could safeguard the interest of the Shareholders and we noted that the Company has complied with the said requirements.

For our due diligence purpose, we have reviewed and enquired into Savills regarding their terms of engagement (including their scope of work), the methodology of, basis and assumptions adopted for, and projected figures (in relation to the discounted cash flow of the Target Group) under, the Valuation. We have discussed and interviewed with Savills to understand the Valuation, including the calculations and workings for the Valuation. In this relation, we have also requested, obtained and reviewed the supporting documents (including but not limited to industrial statistics, notice of policy of relevant authority and development plan of Song Labs) for the Valuation from Savills. Nothing has come to our attention that causes us to doubt the fairness and reasonableness of the assumptions underlying the Valuation.

In addition, we have also discussed with the Company’s reporting accountants to understand their work done before coming to the conclusion as stated in their report dated 11 January 2013 that the discounted future estimated cash flows, so far as the arithmetical accuracy of the calculations is concerned, has been properly compiled in all material respects in accordance with the bases and assumptions approved by the Directors.. Furthermore, based on the Board’s confirmation letter dated 11 January 2013, we understand that the Board is of the view that the Valuation has been made after due and careful enquiry by themselves.

— 35 —

LETTER FROM GUANGDONG SECURITIES

Having considered the above and that (i) the Board has confirmed that it is of the view that the Valuation has been made after due and careful enquiry by themselves; (ii) Savills possesses the expertise and shall oversee the performance of the entire Valuation, including but not limited to the methodology of, and basis and assumptions adopted for the Valuation; and (iii) the reporting accountants of the Company has provided its positive confirmation as highlighted above regarding the Valuation, we do not doubt the fairness and reasonableness of the assumptions underlying the Valuation and hence the reliability of the Valuation.

In light of that the Valuation was fairly and reasonably determined by Savills and the Consideration represents a slight discount to the Valuation, we concur with the Directors that the Consideration is fair and reasonable so far as the Independent Shareholders are concerned.

Issue of the Promissory Notes

Upon Completion, HK$40,896,400 after deducting the sum of RMB3,000,000 (at the then exchange rate) agreed by Vendor A to be deducted under the Deed of Undertaking shall be settled by way of Promissory Notes to be executed by the Company in favour of Vendor A in the sum of HK$20,448,200 and in favour of Vendor B in the sum of HK$20,448,200. The terms of the Promissory Notes have been negotiated on an arm’s length basis and the principal terms of which are as follows:

Issuer: The Company

Principal amount: HK$20,448,200 in favour of Vendor A (and adjusted by the Deed of Undertaking) and HK$20,448,200 in favour of Vendor B (with the consent and at the discretion of Mr. Yeung)
Interest: The Promissory Notes shall not bear any interest
Date of issue: The date of Completion
Repayment Date: The date falling on the last day of the 12th month from the date of issue of the Promissory Notes
Early repayment: The Company could, at its discretion, repay the Promissory Notes in whole or in part prior to the Repayment Date.

— 36 —

LETTER FROM GUANGDONG SECURITIES

With regard to the interest rate of the Promissory Notes, we quoted from the Hongkong and Shanghai Banking Corporation that its Hong Kong dollar best lending rate was 5% as at the Latest Practicable Date. After our research over the Stock Exchange web-site and based on the available information, we further noted that from 1 September 2012 to the date of the Acquisition Agreement, most of the promissory notes or debt securities issued by listed companies in Hong Kong were interest-bearing. Having considered the above, we consider that the interest rate of the Promissory Notes is fair and reasonable so far as the Independent Shareholders are concerned. Therefore, we are of the view that the issue of the Promissory Notes with the agreed terms to settle part of the Consideration is fair and reasonable so far as the Independent Shareholders are concerned.

Possible financial effects of the Acquisition

The Sale Shares represent the entire issued share capital of the Target Company. Upon Completion, the Target Company will become a wholly-owned subsidiary of the Company and its financial results will be fully consolidated into the consolidated financial statements of the Company.

Effect on net asset value (“NAV”)

As extracted from the Interim Report, the unaudited consolidated NAV of the Group was approximately HK$808 million as at 30 September 2012. The Directors confirmed upon Completion, the consolidated NAV of the Group would be decreased. Effect on gearing and working capital As extracted from the Interim Report, the Group’s gearing ratio (calculated as total borrowings to shareholders’ equity) was approximately 16.3% as at 30 September 2012. The Directors expected that the gearing ratio of the Group would be increased upon Completion.

Moreover, as confirmed by the Directors, since the current assets of the Group will be decreased and the current liabilities of the Group will be increased upon Completion, the Group’s working capital position (as calculated by current assets minus current liabilities) would decrease upon Completion.

— 37 —

LETTER FROM GUANGDONG SECURITIES

We noted the possible negative financial effects of the Acquisition as illustrated above. Nevertheless, given (i) that the possible negative financial effects of the Acquisition only represents the results of relevant accounting treatments in relation to the Acquisition; and (ii) the positive potential future prospects of the Target Group and Song Labs, we concur with the Directors that the Acquisition is in the interests of the Company and the Shareholders as a whole.

It should be noted that the aforementioned analyses are for illustrative purpose only and do not purport to represent how the financial position of the Company will be upon Completion.

RECOMMENDATION

Having taken into account the above factors and reasons, we are of the opinion that (i) the terms of the Acquisition Agreement are on normal commercial terms and are fair and reasonable so far as the Independent Shareholders are concerned; and (ii) the Acquisition is in the interests of the Company and the Shareholders as a whole. Accordingly, we recommend the Independent Board Committee to advise the Independent Shareholders to vote in favour of the resolution(s) to be proposed at the SGM to approve the Acquisition Agreement and the transactions contemplated thereunder and we recommend the Independent Shareholders to vote in favour of the resolution(s) in this regard.

Yours faithfully, For and on behalf of

Guangdong Securities Limited Graham Lam

Managing Director

— 38 —

VALUATION REPORT

APPENDIX I

==> picture [100 x 100] intentionally omitted <==

==> picture [129 x 115] intentionally omitted <==

The Directors

Culture Landmark Investment Limited

Rooms 2501-2505, 25/F China Resources Building

26 Harbour Road Wan Chai Hong Kong

11 January 2013

Dear Sirs,

VALUATION OF 100% EQUITY INTEREST IN MEDIA SOUND TECHNOLOGY LIMITED AND ITS SUBSIDIARY AND ASSOCIATE

In accordance with your instructions, we have undertaken a valuation on behalf of Culture Landmark Investment Limited (“Culture Landmark”) to determine the Market Value (to be defined below) of 100% equity interest in Media Sound Technology Limited and its subsidiary and associate (the “Group”) as at 30 September 2012 (the “Valuation Date”).

— 39 —

VALUATION REPORT

APPENDIX I

Brief Description of the Group

Media Sound Technology Limited is investment holding company, which mainly holds 39.2% equity interest in Song Labs Co., Ltd. ( 北京天語同聲信息技術有限公司 ) (“Song Labs”). The major associate of the Group — Song Labs was established in 2005 in the People’s Republic of China (the “PRC”). It is principally engaged in the provision of intellectual property enforcement services in return for certain percentage of the licence fee collected from karaoke venues up to April 2022.

The purpose of this valuation is to express an independent opinion of Market Value (to be defined below) of the Group as at the Valuation Date for internal reference purpose.

Our valuation is our opinion of the Market Value which is defined as “the estimated amount for which an asset should exchange on the date of valuation between a willing buyer and a willing seller in an arm’s-length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and without compulsion”.

VALUATION METHODOLOGY AND BASIS

We have conducted our valuation in accordance with The Hong Kong Business Valuation Forum Business Valuation Standard. The valuation procedures employed include an assessment of key assumptions, estimates, and representations made by the proprietor or the operator of the subject asset. All matters we consider essential to the proper understanding of the valuation are disclosed in our valuation report.

We have been furnished with the information in respect of the Group provided by the Group and Culture Landmark. We relied substantially on the information provided in our valuation. The information included, but not limited to, the following:

Historical financial statements of the Group;
Profit and cash flows forecast of the Group;
Market statistics in relation to karaoke business;
Agreements in relation to provision of intellectual property enforcement services and licensing fee sharing right; and
Information in relation to the intellectual property copyright.

— 40 —

VALUATION REPORT

APPENDIX I

In arriving at our assessed value, we have considered three accepted approaches, namely, market approach, cost approach and income approach. In this valuation, the market approach is not appropriate as there are insufficient comparable transactions to form a reliable basis for our opinion of value. The cost approach is not appropriate as it ignores the economic benefits of ownership of the business. We have therefore relied solely on the income approach in determining opinion of value.

We have adopted the income approach technique known as discounted cash flow method to assess the Market Value of Song Labs. Under the said method, we have discounted the projected cash flow of Song Labs to present worth based on the cash flows forecast, other relevant documents and information provided by Culture Landmark and the Group. Then the value of Song Labs was minus the current liabilities of Media Sound Technology Limited to arrive Market Value of the Group.

For the purpose of our valuation, we have derived the future cash flows of the Group based on the available information and presently prevailing operating conditions of the business and by taking into consideration other pertinent factors which basically include the followings:

the market and the business risks of the Group;
the general economic outlook as well as specific investment environment for the business;
the nature and current financial status of the Group;
the historical performance of the Group;
the market expectation and required rate of return for similar business; and
the assumptions as stated in the Assumptions of this report.

When evaluating the appropriate rate for Song Labs, we have used the Capital Assets Pricing Model (the “CAPM”). Under CAPM, the appropriate expected rate of return (cost of equity) is the sum of the risk-free return and the equity risk premium required by investors to compensate for the market risk assumed. In addition, the expected rate of return of the business is expected to be affected by other firm specific risk factors that are independent of the general market. Then, we have based on the weighted average of the cost of equity and the cost of debt to arrive the discount rate (Weighted Average Cost of Capital).

— 41 —

VALUATION REPORT

APPENDIX I

The Weighted Average Cost of Capital (WACC) was adopted as the discount rate for the valuation. The WACC was computed using the following formula:

WACC = Re x (E / C) + Rd x (D / C) x (1 – T)

Where:

WACC = weighted average cost of capital Re = cost of equity Rd = cost of debt E = value of equity D = value of debt C = sum of values of equity and debt T = income tax rate

The cost of equity was determined using CAPM. The CAPM was computed using the following formula:

Re = Rf + β x MR Re = Cost of equity Rf = risk free rate β = beta coefficient MR = Market return

The discount rate (WACC) of approximately 18% per annum was determined by the riskfree rate of 3.45% (10 years China government bond yield), market return of 11.83% (China market risk premium quoted from Bloomberg), estimated beta of the business of 0.75 (based on comparable companies), estimated cost of debt after tax of 4.91% (over 5 years China base borrowing interest rate after income tax), expected debt to equity ratio of 20% (based on comparable companies), and firm specific risk factors of approximately 8% (including size risk of 4% and company specific risk of 4%).

We have identified relevant comparable companies listed on the stock exchanges in different countries. The selection criteria are: (i) principally engaged in the business in relation to entertainment and media; (ii) the major income comes from media licensing; and (iii) the comparable company’s information must be publicly available, and we considered that the following companies fulfilled these criteria. We have considered that adequate comparable listed companies with similar nature of business of the Group have been adopted and we have searched and used the appropriate comparable listed companies

— 42 —

VALUATION REPORT

APPENDIX I

exhaustively in the determination of discount rate. The comparable companies included in our determination of discount rate were as follows:

	Stock	Location	3 years
Name	Code	of listing	daily beta
Universe International Holdings Ltd	1046	Hong Kong	0.79
eSun Holdings Ltd.	571	Hong Kong	0.83
Mei Ah Entertainment Group Limited	391	Hong Kong	0.70
Culture Landmark Investment Ltd.	674	Hong Kong	0.70
JYP Entertainment Corp	035900	South Korea	0.91
Senator Entertainment AG	SMN1	Germany	0.69
Intertainment AG	ITN	Germany	0.65

Source: Bloomberg

We have also considered various research studies to determine the discount of 30% applied to Song Labs due to the lack of marketability of the issued shares of Song Labs and the minority interest in Song Labs.

We have been provided with extracts of copies of relevant documents and financial information relating to the Group. We have relied upon the aforesaid information in forming our opinion of Market Value. However, we have not inspected the original documents to ascertain any amendments which may not appear on the copies handed to us. We have no reason to doubt the truth and accuracy of the said information which is material to the valuation. We have also been advised by the Group and Culture Landmark that no material facts have been omitted from the information provided. We have also made relevant inquiries and obtained further information as considered necessary for the purpose of this valuation.

While we have exercised our professional knowledge and cautions in adopting assumptions and other relevant key factors in our valuation, those factors and assumptions are still vulnerable to the change of the business, economic environment, competitive uncertainties or any other abrupt alternations of external factors.

ASSUMPTIONS

In the course of valuation, the following assumptions and caveats have been made. We have based on the followings to conclude Market Value of the Group:

We have assumed that the future operating revenue and expenditure will be in accordance with the projection provided by the Group and Culture Landmark;

— 43 —

VALUATION REPORT

APPENDIX I

As the licensing fee sharing right will be expired in April 2022, the valuation has been performed up to April 2022 only;
According to the profit and cash flows forecast provided by Culture Landmark and the Group, the percentage of increase in total revenue of the Group will be approximately 112%, 145%, 80%, 43% and 11% in the year 2013, 2014, 2015, 2016 and 2017 respectively. Based on the discussion with the management of Culture Landmark and the Group, the significant increase in total revenue from 2013 to 2017 is due to: 1) low existing penetration rate of approximately 6%; and 2) given that a significant number of karaoke venues in PRC are yet to be approached by the licence fee collection team of Tian He and with the Group being the sole managers appointed by the association, Tian He is expected to achieve for license fee collection under the copyright agreements in all provinces and cities in PRC will increase substantially between 2012 and 2016.
As at the Valuation Date, shareholders’ loans of approximately RMB88,000,000 was outstanding. Culture Landmark and the Group expected that such loans will be settled in 2022 in the cash flows forecast provided;
We have been provided with cash flows forecast of licensing fee collection by Culture Landmark. We have assumed that the projected business of Song Labs can be achieved with the effort of the management of the licensing fee collecting agent, the Group and Culture Landmark;
We have assumed that the collecting agent can receive the licensing fee in accordance with the schedule and the unit fee per room provided by Song Labs and Culture Landmark;
Based on the profit and cash flows forecast provided, we have assumed that the agreements between the Group and owners of copyrights to audio-visual works for the song copyrights in Karaoke (“Record Companies”) can be renewed at the similar costs or prepayments when they expire;
Based on the agreements between the Company and Record Companies, and discussion with Culture Landmark and the Company, the prepayments paid to Record Companies in the previous years of approximately RMB46 million as at the Valuation Date can be recovered from the future receipt of licensing fees to be shared by Record Companies according to the expected schedule provided by the Group and Culture Landmark. We have assumed that such arrangement will continue until April 2022 based on the discussion with the Group and Culture Landmark;

— 44 —

VALUATION REPORT

APPENDIX I

We have assumed that the accuracy of financial and operational information provided to us by the Group and Culture Landmark and relied to a considerable extent on such information in arriving at our opinion of value;
We have assumed that there are no hidden or unexpected conditions associated with the assets valued that might adversely affect the reported value;
There will be no major changes in existing political, legal, fiscal or economic conditions in the country or district where the business is in operation;
There will be no major changes in the current taxation law in the areas in which Song Labs carries on its business, that the rate of tax payable remains unchanged and that all applicable laws and regulations will be complied with;
The inflation, interest rates and currency exchange rate will not differ materially from those presently prevailing;
Song Labs will retain their key management and technical personnel to maintain their ongoing operations;
There will be no major business disruptions through international crisis, industrial disputes, industrial accidents or severe weather conditions that will affect the existing business;
Song Labs will remain free from claims and litigation against the business or its customers that will have a material impact on value;
Song Labs is unaffected by any statutory notice and the operation of the business gives, or will give, no rise to a contravention of any statutory requirements;
The businesses are not subject to any unusual or onerous restrictions or encumbrances; and
The potential bad debt and any contingent liabilities of Song Labs will not materially affect their business operations.

— 45 —

VALUATION REPORT

APPENDIX I

LIMITING CONDITIONS

We have to a considerable extent relied on the financial data and other related information provided by the Group and Culture Landmark. We are not in a position to comment on the lawfulness of the business.

In accordance with our standard practice, we must state that this report and valuation is for the use only of the party to whom it is addressed and no responsibility is accepted to any third party for the whole or any part of its contents.

MANAGEMENT CONFIRMATION OF FACTS

A draft of this report and our calculation has been sent to management of the Group and Culture Landmark. They have reviewed and orally confirmed to us that facts as stated in this report and calculation are accurate in all material respects and that they are not aware of any material matters relevant to our engagement which have been excluded.

REMARKS

Unless otherwise stated, all money amounts are stated in Hong Kong dollar at the exchange rate of HK$1.224/RMB.

We hereby confirm that we have neither present nor prospective interest in Culture Landmark, subsidiaries and associated companies, the Group, or the value reported herein.

The conclusion of value is based on accepted valuation procedures and practices that rely on substantially on the use of numerous assumptions and the consideration of many uncertainties, not all of which can be easily quantified or ascertained. Further, while the assumptions and other relevant factors are considered by us to be reasonable, they are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the control of the Group, Culture Landmark and us.

— 46 —

VALUATION REPORT

APPENDIX I

OPINION OF THE VALUE

Based on the investigation and analysis stated above and on the method employed, we are of the opinion that Market Value of the Group as at 30 September 2012 was reasonably stated by the amount of HK$56 million (HONG KONG DOLLAR FIFTY-SIX MILLION).

Yours faithfully, For and on behalf of

Savills Valuation and Professional Services Limited

Anthony C K Lau Sam K S Lo MRICS MHKIS RPS(GP) BBA CFA CPA Director Associate Director

Notes: Mr. Anthony C K Lau is a qualified valuer and has over 19 years’ experience of valuing properties and has over 6 years experience in business valuation projects which is similar to the Group in both Hong Kong and the PRC.

Mr. Sam Lo is a Chartered Financial Analyst and Certified Public Accountant who has over 6 years experience in business valuation projects which is similar to the Group in Hong Kong/the PRC.

— 47 —

GENERAL INFORMATION

APPENDIX II

1. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein misleading.

2. DISCLOSURE OF INTERESTS

Interests of Directors and chief executives of the Company

As at the Latest Practicable Date, the interests and short positions of the Directors and chief executives of the Company in the Consolidated Shares, underlying Consolidated Shares and debentures of the Company or any of its associated corporation(s) (within the meaning of Part XV of the SFO) which (i) were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions in which they were taken or deemed to have under such provisions of the SFO); or (ii) were required, pursuant to Section 352 of the SFO, to be entered in the register referred to therein; or (iii) were required to be notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Companies contained in the Listing Rules (the “ Model Code” ), were as follows:

		Number of
		Consolidated
		Shares	Approximate
		interested or	percentage
		deemed to be	of the issued
		interested (long	share capital of
Name of Director	Nature of Interest	position)	the Company
Mr. CHENG Yang	Personal interest	89,300,000	14.91%
	Family interest	49,000	0.01%
Mr. ZHENG Yuchun	Personal interest_(Note)_	1,750,000	0.29%

— 48 —

GENERAL INFORMATION

APPENDIX II

Note:

This relates to the share options granted under the share option scheme of the Company adopted on 30 August 2002 to Mr. ZHENG Yuchun to subscribe for (i) 600,000 Consolidated Shares from 1 October 2010 to 28 July 2020; (ii) 600,000 Consolidated Shares from 1 July 2011 to 28 July 2020; and (iii) 550,000 Consolidated Shares from 1 July 2012 to 28 July 2020, all at the exercise price of HK$5.24 per Consolidated Share.

Save as disclosed above, as at the Latest Practicable Date, none of the Directors or chief executives of the Company have interest or short positions in the Consolidated Shares, underlying Consolidated Shares and debentures of the Company or its associated corporations (within the meaning of Part XV of the SFO) (i) which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 & 8 of Part XV of the SFO (including interests or short positions which they were taken or deemed to have under such provisions of the SFO) or (ii) which were required, pursuant to Section 352 of the SFO, to be entered in the register referred to therein, or (iii) which were required pursuant to the Model Code to be notified to the Company and the Stock Exchange.

3. SERVICE CONTRACTS

As the Latest Practicable Date, none of the Directors had any existing or proposed service contract with any member of the Group which does not expire or is not terminable by such member of the Group within one year without payment of compensation (other than statutory compensation).

4. LITIGATION

As at the Latest Practicable Date, to the best of the Directors’ knowledge, information and belief, the Group was not engaged in any litigation, arbitration or claim of material importance and no litigation, arbitration or claim of material importance is known to the Directors to be pending or threatened by or against any member of the Group.

5. COMPETING INTERESTS

As at the Latest Practicable Date, none of the Directors or proposed Directors or their respective associates had any interest in any business which competes or may compete, either directly or indirectly, with the business of the Group or has or may have any other conflicts of interest with the Group pursuant to the Listing Rules.

— 49 —

GENERAL INFORMATION

APPENDIX II

6. DIRECTORS’ INTEREST IN CONTRACTS AND ASSETS

As at the Latest Practicable Date, none of the Directors were materially interested in any subsisting contract or arrangement which is significant in relation to the business of the Group.

As at the Latest Practicable Date, none of the Directors, proposed Directors or experts (as referred to below) had any direct or indirect interest in any assets which have been, since 31 March 2012, being the date to which the latest published audited accounts of the Group were made up, acquired or disposed of by, or leased to any member of the Group, or were proposed to be acquired or disposed of, or leased to any member of the Group.

7. MATERIAL ADVERSE CHANGE

As at the Latest Practicable Date, the Board has confirmed that there was no material adverse change in the financial or trading position since 31 March 2012 (being the date to which the latest published audited consolidated financial statements of the Group were made up) and up to and including the Latest Practicable Date.

8. EXPERTS AND CONSENT

The following are the qualifications of the experts who have given their opinions and advice which are contained or referred to in this circular:

Name Qualification

Guangdong Securities Limited A corporation licensed to carry out Type 1 (dealing in securities), Type 2 (dealing in futures contracts), Type 4 (advising on securities), Type 6 (advising on corporate finance) and Type 9 (asset management) regulated activities as defined under the SFO

Savills Valuation & Professional Independent professional valuer Services Limited BDO Limited Certified Public Accountants

— 50 —

GENERAL INFORMATION

APPENDIX II

As at the Latest Practicable Date, each of the experts above has given and has not withdrawn its written consent to the issue of this circular with the inclusion herein of its report and/or letter and/or summary of valuations and/or opinion (as the case may be), and/or the references to its name included in the form and context in which it is respectively included.

As of the Latest Practicable Date, none of the experts above was beneficially interested in the share capital of any member of the Group nor did they have any right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group.

As at the Latest Practicable Date, all the experts above did not have any direct or indirect interest in any assets which have been acquired, or disposed of by, or leased to any member of the Group, or are proposed to be acquired, or disposed of by, or leased to any member of the Group since 31 March 2012 (the date to which the latest published audited consolidated financial statements of the Group were made up).

9. MISCELLANEOUS

(a) The registered office of the Company is at Clarendon House, Church Street, Hamilton HM11, Bermuda and the principal office in Hong Kong is at Rooms 2501-05, 25th Floor, China Resources Building, No. 26 Harbour Road, Wanchai, Hong Kong.
(b) The company secretary of the Company is Mr. Chan Wai, who is a member of the Hong Kong Institute of Certified Public Accountants, the Association of Chartered Certified Accountants and Institute of Chartered Accountants in England and Wales. Mr. Chan has over 19 years experience in accounting and financial management.
(c) The branch share registrar of the Company in Hong Kong is Tricor Secretaries Ltd. at 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong.
(d) The English text of this circular, the notice of the SGM and the accompanying form of proxy shall prevail over their respective Chinese texts in case of inconsistency.

— 51 —

GENERAL INFORMATION

APPENDIX II

10. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection at the office of Messrs. Fred Kan & Co., the Company’s legal advisers at Suite 3104-7, 31st Floor, Central Plaza, 18 Harbour Road, Hong Kong during normal business hours on any weekday (except Saturdays and public holidays), from the date of this circular up to and including the date of the SGM:

(a) the Acquisition Agreement, the Deed of Undertaking and the Second Deed of Undertaking;
(b) memorandum of association and Bye-Laws of the Company;
(c) the letter from the Independent Board Committee to the Independent Shareholders as set out on pages 23 to 24 of this circular;
(d) the letter from Guangdong Securities to the Independent Board Committee and the Independent Shareholders as set out on pages 25 to 38 of this circular;
(e) the Valuation Report prepared by Savills Valuation & Professional Services Limited as set out in Appendix I to this circular;
(f) the letters in relation to the Valuation Report as set out in Appendix III to this circular;
(g) the written consents from the experts referred to under the section headed “General Information — Experts and Consent” in this Appendix; and
(h) this circular.

— 52 —

LETTERS IN RELATION TO VALUATION REPORT

APPENDIX III

CULTURE LANDMARK INVESTMENT LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 674)

The Listing Division The Stock Exchange of Hong Kong Limited

11/F., One International Finance Centre 1 Harbour View Street, Central

Hong Kong

11 January 2013

Dear Sirs,

Re: Culture Landmark Investment Limited (Stock Code: 674) (the “Company”) Confirmation in relation to the Profit Forecast in the International Business Valuation Report pursuant to Rule 14.62(3) of the Rules Governing the listing of Securities on the Stock Exchange of Hong Kong (“Listing Rules”)

We, the board of directors of Culture Landmark Investment Limited (the “Board of Directors”), note that BDO Limited, the Company’s auditor, has examined the arithmetical accuracy of the calculation of the discounted cash flow forecast in the asset valuation prepared by Savills Valuation and Professional Services Limited (“Savills”) in relation to the proposed acquisition of the entire issue share capital of Media Sound Technology Limited (the “Proposed Acquisition”). The asset valuation for the Proposed Acquisition is regarded as a profit forecast under the Listing Rules (the “Underlying Forecast”).

We have reviewed the bases and assumptions based upon which the asset valuation of the Proposed Acquisition has been prepared and reviewed the valuation by Savills for which Savills is responsible. We have also considered the letter dated 11 January 2013 issued by BDO Limited, Certified Public Accountants, Hong Kong addressed to the Board of Directors, regarding whether the Underlying Forecast was compiled properly so far as the calculations are concerned.

— 53 —

LETTERS IN RELATION TO VALUATION REPORT

APPENDIX III

On the basis of the arithmetical accuracy of the calculations to the Underlying Forecast examined by BDO Limited, Certified Public Accountants, Hong Kong in respect of the Underlying Forecast after properly reviewed by the Board of Directors, we confirm that the Underlying Forecast has been made after due and careful enquiry by the Board of Directors.

The purpose of this letter in connection with the Underlying Forecast is solely for the strict compliance under Rule 14.62(3) of the Listing Rules.

Yours faithfully

By order of the Board of Directors of Culture Landmark Investment Limited

Name: LEI Lei

Title: Executive Director

— 54 —

LETTERS IN RELATION TO VALUATION REPORT

APPENDIX III

The Board of Directors

Culture Landmark Investment Limited Rooms 2501-2505 25th Floor, China Resources Building 26 Harbour Road, Wan Chai Hong Kong

11 January 2013

Dear Sirs

CULTURE LANDMARK INVESTMENT LIMITED

DISCOUNTED FUTURE ESTIMATED CASH FLOWS IN CONNECTION WITH THE BUSINESS VALUATION ON MEDIA SOUND TECHNOLOGY LIMITED AND BEIJING RUNTONG ROUGHE INVESTMENT CONSULTING COMPANY LIMITED * （北京潤通融和投資顧問有限公司） AND SONG LABS COMPANY LIMITED *（北京天語同聲信息技術有限公司）

Independent assurance report

In accordance with our agreed terms of engagement, we have examined the arithmetical accuracy of the calculations of the discounted future estimated cash flows (the “Underlying Forecast”) on which the business valuation (the “Valuation”) dated 11 January 2013 prepared by Savills Valuation and Professional Services Limited in respect of the appraisal of the fair value of the entire equity interests in Media Sound Technology Limited and its wholly-owned subsidiary, Beijing Runtong Roughe Investment Consulting Company Limited（北京潤通融和投資顧問有限公司）and associate, Song Labs Company Limited （北京天語同聲信息技術有限公司）(the “Target Group”) as at 30 September 2012 is based. The Valuation is set out in Appendix I Valuation Report to the circular of Culture Landmark Investment Limited (the “Company”) dated 11 January 2013 (the “Circular”). The Valuation based on the Underlying Forecast is regarded as a profit forecast under Rule 14.61 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”).

* The official names of those companies are in Chinese

— 55 —

LETTERS IN RELATION TO VALUATION REPORT

APPENDIX III

Directors’ responsibility for the Underlying Forecast

The directors of the Company (the “Directors”) are responsible for the preparation of the Underlying Forecast in accordance with the bases and assumptions approved by the Directors, a summary of which is set out in Appendix I Valuation Report to the Circular. This responsibility includes carrying out appropriate procedures relevant to the preparation of the Underlying Forecast for the Valuation and applying an appropriate basis of preparation; and making estimates that are reasonable in the circumstances.

Reporting accountant’s responsibility

It is our responsibility to form a conclusion, based on our work on the arithmetical accuracy of the calculations of the Underlying Forecast on which the Valuation is based, and to report our conclusion to you solely for the purpose of reporting under paragraph 29(2) of Appendix 1B to the Listing Rules and for no other purpose. We accept no responsibility to any other person in respect of, arising out of, or in connection with our work. Because the Underlying Forecast relates to cash flows, no accounting policies of the Company have been adopted in its presentation.

The bases and assumptions adopted by the Directors as set out in Appendix I Valuation Report to the Circular include hypothetical assumptions about future events and management actions that cannot be confirmed or verified in the same way as past results, and these bases and assumptions may or may not occur. Even if the events and actions anticipated do occur, actual results are still likely to be different from the Underlying Forecast and the variation may be material. Accordingly, we have not reviewed, considered or conducted any work on the reasonableness and the validity of the bases and assumptions and do not express opinion whatsoever thereon; and our work does not constitute any valuation on the Target Group.

Basis of conclusion

We conducted our work in accordance with the Hong Kong Standard on Assurance Engagements 3000 “Assurance Engagements Other Than Audits or Reviews of Historical Financial Information” issued by the Hong Kong Institute of Certified Public Accountants. We have examined the arithmetical accuracy of the calculations of the Underlying Forecast. Our work has been undertaken solely to assist the Directors in evaluating whether the Underlying Forecast, so far as the arithmetical accuracy of the calculations is concerned, has been properly compiled in accordance with the bases and assumptions approved by the Directors, a summary of which is set out in Appendix I Valuation Report to the Circular.

— 56 —

LETTERS IN RELATION TO VALUATION REPORT

APPENDIX III

Conclusion

In our opinion, the Underlying Forecast, so far as the arithmetical accuracy of the calculations is concerned, has been properly compiled in all material respects in accordance with the bases and assumptions approved by the Directors as set out in Appendix I Valuation Report to the Circular.

Yours faithfully BDO Limited

— 57 —

NOTICE OF SPECIAL GENERAL MEETING

CULTURE LANDMARK INVESTMENT LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 674)

DISCLOSEABLE TRANSACTION AND CONNECTED TRANSACTION AND NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting of Culture Landmark Investment Limited (the “ Company ”) will be held at Rooms 2501-05, 25th Floor, China Resources Building, No. 26 Harbour Road, Wanchai, Hong Kong on Tuesday, 29 January 2013 at 3:30 p.m. for the purposes of considering and, if thought fit, passing the following resolution with or without amendments as ordinary resolution:

ORDINARY RESOLUTION

“ THAT

(a) the conditional sale and purchase agreement dated 21 September 2012 (the “ Acquisition Agreement ”) entered into between the Company, as purchaser, Ms. Lau Wang Tai, Wendy and Mr. Tsang Yat Loi as vendors (the “ Vendors ”), and adjusted by the deed of undertaking dated 21 November 2012 entered into between the Company and Ms. Lau Wang Tai, Wendy (the “ Deed of Undertaking ”) and the second deed of undertaking dated 21 December 2012 entered into between the Company, Mr. Raymond Wai Cheuk Yeung and Mr. Tsang Yat Loi (the “ Second Deed of Undertaking ”), pursuant to which the Company has conditionally agreed to purchase and the Vendors have conditionally agreed to sell all the equity interests in Media Sound Technology Limited at a consideration of HK$55,896,400 (the “ Consideration ”) to be satisfied by cash and the issue of Promissory Notes (as defined hereafter) (copies of the Acquisition Agreement, the Deed of Undertaking and the Second Deed of Undertaking having been produced to this meeting and marked “A”, “B” and “C”, respectively and initialed by the chairman of this meeting for the purpose of identification), and the transactions contemplated thereunder, be and are hereby confirmed, approved and ratified;

— 58 —

NOTICE OF SPECIAL GENERAL MEETING

(b) the issue of promissory notes (the “ Promissory Notes ”) in favour of Ms. Lau Wang Tai, Wendy in the sum of HK$20,448,200 (and adjusted by the Deed of Undertaking) and in favour of Mr. Tsang Yat Loi in the sum of HK$20,448,200 in accordance with the Acquisition Agreement in partial satisfaction of the Consideration be and is hereby approved; and
(c) any one director of the Company be and is hereby authorised to do such acts and things, to sign and execute all such further documents and to take such steps as he/ she may consider necessary, appropriate, desirable or expedient to give effect to or in connection with the Acquisition Agreement, any transactions contemplated thereunder and all other matters incidental thereto or in connection therewith.”

By order of the Board Cheng Yang Chairman

Hong Kong, 11 January 2013

Notes:

(i) A member entitled to attend and vote at the above meeting is entitled to appoint one proxy or, if he/ she/it is a holder of more than one share, more proxies to attend and vote instead of him/her/it. A proxy needs not be a member of the Company.
(ii) Where there are joint holders of any share of the Company, any one of such joint holders may vote at the meeting, either personally or by proxy, in respect of such share as if he/she/it was solely entitled thereto, but if more than one of such joint holders be present at the meeting personally or by proxy, that one of the said persons so present whose name stands first on the Register of Members of the Company in respect of such share shall alone be entitled to vote in respect thereof.
(iii) The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power of attorney or authority, must be lodged with the Company’s Share Registrar, Tricor Secretaries Ltd. at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong for registration not less than 48 hours before the time appointed for holding the meeting.
(iv) Completion and return of the form of proxy will not preclude a member from attending the meeting and voting in person at the meeting or any adjournment thereof if he/she/it so desires. If a member attends the meeting after having deposited the form of proxy, his/her/its form of proxy will be deemed to have been revoked.

— 59 —

AI assistant

Weiye Holdings Limited — Proxy Solicitation & Information Statement 2013

50009_rns_2013-01-10_7c86c389-3d5c-462f-9ee4-521a501eec3a.pdf

CULTURE LANDMARK INVESTMENT LIMITED

DISCLOSEABLE TRANSACTION AND CONNECTED TRANSACTION AND

NOTICE OF SPECIAL GENERAL MEETING

TABLE OF CONTENTS

DEFINITIONS

DEFINITIONS

DEFINITIONS

DEFINITIONS

DEFINITIONS

CULTURE LANDMARK INVESTMENT LIMITED

DISCLOSEABLE TRANSACTION AND CONNECTED TRANSACTION AND NOTICE OF SPECIAL GENERAL MEETING

INTRODUCTION

LETTER FROM THE BOARD

LISTING RULES IMPLICATIONS

THE ACQUISITION AGREEMENT

Date

Parties

Assets to be acquired

Consideration

Basis of the Consideration

Conditions Precedent

COMPOSITION OF THE BOARD OF THE TARGET GROUP AS A RESULT OF THE ACQUISITION

S H A R E H O L D I N G S T R U C T U R E O F T H E T A R G E T G R O U P B E F O R E COMPLETION

SHAREHOLDING STRUCTURE OF THE TARGET GROUP UPON COMPLETION

Completion

PROMISSORY NOTES

INFORMATION OF THE TARGET GROUP

LETTER FROM THE BOARD

FINANCIAL INFORMATION OF THE TARGET GROUP

The Target Company

The PRC Company

Song Labs

REASONS FOR AND BENEFITS OF THE ACQUISITION

LETTER FROM THE BOARD

LISTING RULES IMPLICATIONS

FORMATION OF THE INDEPENDENT BOARD COMMITTEE

LETTER FROM THE BOARD

SGM

LETTER FROM THE BOARD

RECOMMENDATION

ADDITIONAL INFORMATION

CULTURE LANDMARK INVESTMENT LIMITED

DISCLOSEABLE TRANSACTION AND CONNECTED TRANSACTION AND NOTICE OF SPECIAL GENERAL MEETING

Yours faithfully,

For and on behalf of

The Independent Board Committee

DISCLOSEABLE AND CONNECTED TRANSACTION

INTRODUCTION

LETTER FROM GUANGDONG SECURITIES

BASIS OF OUR OPINION

LETTER FROM GUANGDONG SECURITIES

PRINCIPAL FACTORS AND REASONS CONSIDERED

Background of the Acquisition

Information on the Group

LETTER FROM GUANGDONG SECURITIES

Information on the Target Group

(a) Business overview

(b) Financial overview

The Target Company

The PRC Company

LETTER FROM GUANGDONG SECURITIES

Industry Overview

LETTER FROM GUANGDONG SECURITIES

Reasons for the Acquisition

Principal terms of the Acquisition Agreement

Consideration

The Valuation

LETTER FROM GUANGDONG SECURITIES

Issue of the Promissory Notes

LETTER FROM GUANGDONG SECURITIES

Possible financial effects of the Acquisition

Effect on net asset value (“NAV”)

LETTER FROM GUANGDONG SECURITIES

RECOMMENDATION

Guangdong Securities Limited Graham Lam

VALUATION OF 100% EQUITY INTEREST IN MEDIA SOUND TECHNOLOGY LIMITED AND ITS SUBSIDIARY AND ASSOCIATE

Brief Description of the Group

Weiye Holdings Limited Proxy Solicitation & Information Statement 2013