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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. (Incorporated in Bermuda with limited liability) (Stock code: 100)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the Annual General Meeting of Clear Media Limited (the
“Company”) will be held at 10:00 a.m. at 16th Floor, Sunning Plaza, 10 Hysan Avenue,
Causeway Bay, Hong Kong on 19 May 2010 (Wednesday), for the following purposes:
as ordinary business to consider, if thought fit, passing, with or without modification, the following resolutions as ordinary resolutions: to receive and consider the audited financial statements and the Reports of the Directors and of the Auditors for the year ended 31 December 2009; authorise the board of directors of the Company (the “Directors”) to fix (b) to elect Mr Jonathan Bevan as a non-executive Director; (c) to re-elect Mr Teo Hong Kiong as an executive Director; (d) to re-elect Mr Zhang Huai Jun as an executive Director; and (e) to re-elect Mr Wang Shou Zhi as an independent non-executive Director.
to appoint auditors and to authorise the board of Directors to fix their remuneration; and, as special business to consider, if thought fit, passing, with or without modification, the following resolutions as ordinary resolutions: 4. “THAT:
(a) subject to paragraphs (b) and (c) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to purchase shares of HK$0.10 each in the capital of the Company (the “Shares”) on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or any other stock exchange recognised for this purpose by the Securities and Futures Commission of Hong Kong and the Stock Exchange in accordance with all applicable laws including the Hong Kong Code on Share Repurchases and the Rules Governing the Listing of Securities on the Stock Exchange (the “Listing Rules”) as amended from time to time be and is hereby generally and unconditionally approved; (b) the aggregate nominal amount of Shares which may be purchased or agreed conditionally or unconditionally to be purchased by the Directors pursuant to the approval in paragraph (a) above shall not exceed ten per cent of the aggregate nominal amount of the share capital of the Company in issue at the date of passing this Resolution, and the said approval shall be limited accordingly; and “Relevant Period” means the period from the passing of this Resolution until the earliest of: the conclusion of the next annual general meeting of the Company; (ii) the expiry of the period within which the next annual general meeting of the Company is required by law or the Company’s bye-laws (the “Bye-laws”) to be held; and (iii) the revocation or variation of the authority given to the Directors under this Resolution by ordinary resolution of the Company’s shareholders in general meeting.’’ 5. “THAT:
(a) subject to paragraph (c) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional Shares and to make or grant offers, agreements and options which might require the exercise of such powers be and are hereby generally and unconditionally approved; (b) the approval in paragraph (a) shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period; (c) the aggregate nominal amount of share capital allotted, issued and dealt with or agreed conditionally or unconditionally to be allotted, issued and dealt with (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined), (ii) the exercise of options granted under any share option scheme adopted by the Company or (iii) any scrip dividend or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares in accordance with the Bye-laws of the Company, shall not exceed the aggregate of twenty per cent of the aggregate nominal amount of the share capital of the Company in issue at the date of passing this Resolution and the said approval shall be limited accordingly; and “Relevant Period” means the period from the passing of this Resolution until the earliest of: the conclusion of the next annual general meeting of the Company; (ii) the expiry of the period within which the next annual general meeting of the Company is required by law or by the Bye-laws to be held; and (iii) the revocation or variation of the authority given to the Directors under this Resolution by ordinary resolution of the Company’s shareholders in general meeting; and “Rights Issue” means an offer of shares open for a period fixed by the Directors to holders of Shares on the register of members on a fixed record date in proportion to their then holdings of such Shares (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any legal or practical restrictions or obligations under the laws of, or the requirements of, any recognised regulatory body or any stock exchange in any territory applicable to the Company) and an offer, allotment or issue of shares by way of rights shall be construed accordingly.” 6. “THAT subject to the passing of Resolutions 4 and 5 set out in this notice of
annual general meeting, the aggregate nominal amount of Shares which are to be purchased by the Company pursuant to the authority granted to the Directors under Resolution 4 set out in this notice of annual general meeting shall be added to the aggregate nominal amount of share capital that may be allotted or agreed to be allotted by the Directors pursuant to Resolution 5 set out in this notice of annual general meeting.” By Order of the Board
Clear Media Limited
Lisa Cheong
Principal Place of Business in Hong Kong:16th Floor, Sunning Plaza10 Hysan AvenueCauseway BayHong Kong Any member of the Company entitled to attend and vote at the above annual general meeting is entitled to appoint one or more proxies to attend and, on a poll, vote in his stead. A proxy needs not be a member of the Company.
In order to be valid, a form of proxy, together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy thereof, must be deposited at the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited, 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time for holding the above annual general meeting. Completion and return of a form of proxy will not preclude a member from attending and voting in person if he is subsequently able to be present.
In case of joint shareholdings, the vote of the senior joint shareholder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint shareholder(s) and for this purpose seniority will be determined by the order in which the names stand in the Register of Members of the Company in respect of the joint shareholding.
In relation to the ordinary resolution set out in item 4 of this notice, the Directors wish to state that they will exercise the powers conferred thereby to repurchase Shares in circumstances which they deem appropriate or for the benefit of the shareholders. The explanatory statement containing the information necessary to enable the shareholders to make an informed decision on whether to vote for or against the resolution to approve the repurchase by the Company of its own Shares, as required by the Listing Rules is set out in Appendix I of this circular.
In relation to the ordinary resolution set out in item 5 of this notice, the Directors wish to state that they have no immediate plans to issue any new shares of the Company. Approval is being sought from the shareholders as a general mandate for the purposes of Section 57B of the Companies Ordinance and the Listing Rules.
For the purposes of holding the annual general meeting of the Company on 19 May 2010 (Wednesday), the Register of Members of the Company will be closed from 17 May 2010 (Monday) to 19 May 2010 (Wednesday) both days inclusive, during which period no transfer of shares will be effected. All transfers accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited, 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on 14 May 2010 (Friday).
In relation to Resolution Number 2.(e), pursuant to the Recommended Best Practices set out in Rule A.4.3 of Appendix 14 of the Listing Rules, any further appointment of independent non-executive director serving more than nine years should be subject to a separate resolution to be approved by shareholders. Mr Wang Shou Zhi is an independent non-executive Director of the Company and has served the Company for nine years. A separate resolution will be proposed for his re-election at the Annual General Meeting. The Board considers that Mr Wang continues to be independent and satisfies all requirements for the purpose of assessing his independence pursuant to the Listing Rules and in particular, he does not hold or receive any interest in the shares of the Company and/or its associated corporation.
As at the date of this announcement, the Directors of the Company are: Independent Non-executive Directors:

Source: http://www.clear-media.net/investor/statutory_publications/E%20Apr%2020,%202010%20-%20Notice%20of%20AGM.pdf