Media Chinese International : CIRCULAR TO SHAREHOLDERS IN RELATION TO PART A) PROPOSED RENEWAL OF SHAREHOLDERS' MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE; PART B) STATEMENT IN RELATION TO PROPOSED RENEWAL OF SHARE BUY-BACK MANDATE, PROPOSED GENERAL MANDATE TO ISSUE NEW SHARES, RE-ELECTION OF DIRECTORS AND PROPOSED RETENTION OF AN INDEPENDENT DIRECTOR

July 24, 2020 at 05:40 am EDT

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to the course of action you should take, you should consult your licensed securities dealer, stockbroker, bank manager, solicitor, accountant or other professional advisor immediately.

If you have sold or transferred all your shares in Media Chinese International Limited, you should at once hand this circular to the purchaser(s) or the transferee(s), or to the bank, licensed securities dealer or other agent through whom the sale or the transfer was effected for transmission to the purchaser(s) or the transferee(s).

Bursa Malaysia Securities Berhad has not perused the contents of this circular prior to issuance as they are categorised under Exempt Circulars prescribed by Bursa Malaysia Securities Berhad. Bursa Malaysia Securities Berhad takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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.

MEDIA CHINESE INTERNATIONAL LIMITED

世界華文媒體有限公司

(Incorporated in Bermuda with limited liability)

(Malaysia Company No. 200702000044 (995098-A))

(Hong Kong Stock Code: 685, Malaysia Stock Code: 5090)

CIRCULAR TO SHAREHOLDERS IN RELATION TO

PART A

PROPOSED RENEWAL OF SHAREHOLDERS' MANDATE FOR

RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR

TRADING NATURE

PART B

STATEMENT IN RELATION TO PROPOSED RENEWAL OF

SHARE BUY-BACK MANDATE,

PROPOSED GENERAL MANDATE TO ISSUE NEW SHARES,

RE-ELECTION OF DIRECTORS AND

PROPOSED RETENTION OF AN INDEPENDENT DIRECTOR

The resolution pertaining to the above proposals will be tabled as Special Business at the Thirtieth Annual General Meeting of Media Chinese International Limited (the ''Company''), which will be held at (i) Sin Chew Media Corporation Berhad, Cultural Hall, No. 78, Jalan Universiti, Seksyen 13, 46200 Petaling Jaya, Selangor Darul Ehsan, Malaysia (''Broadcast Venue''); and (ii) 15th Floor, Block A, Ming Pao Industrial Centre, 18 Ka Yip Street, Chai Wan, Hong Kong on Wednesday, 26 August 2020 at 10:00 a.m. Notice of the AGM together with a proxy form are set out in the Annual Report 2019/20.

The Shareholders are requested to complete the proxy form and deposit the original proxy form at (i) the Malaysia share registrar office of the Company at Unit 32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia or alternatively, the Customer Service Centre at Unit G-3, Ground Floor, Vertical Podium, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia or (ii) the Hong Kong head office and principal place of business at 15th Floor, Block A, Ming Pao Industrial Centre, 18 Ka Yip Street, Chai Wan, Hong Kong, not less than 48 hours before the time stipulated for holding the meeting or any adjournment thereof. The lodging of the proxy form will not preclude you from attending and voting in person at the Annual General Meeting should you subsequently wish to do so.

Last date and time for lodging the proxy form	:	24	August 2020	at 10:00	a.m.
Date and time of the Annual General Meeting	:	26 August 2020	at 10:00	a.m.

This circular is dated 27 July 2020

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

REMOTE PARTICIPATION AND VOTING AT ANNUAL GENERAL MEETING

IN MALAYSIA

In line with the Malaysian Government's initiative to curb spread of the Coronavirus Disease 2019 (''COVID-19'') and the Guidance Note on the Conduct of General Meetings for Listed Issuers issued by the Securities Commission Malaysia on 18 April 2020, the Thirtieth Annual General Meeting in Malaysia will be conducted on a virtual basis through live streaming and online remote participation using Remote Participation and Voting (''RPV'') Facilities at the Broadcast Venue.

Shareholders in Malaysia are encouraged to participate and vote remotely at the Annual General Meeting of the Company by using the RPV Facilities provided by Tricor Investor & Issuing House Services Sdn Bhd via its TIIH Online website at https://tiih.online. Please follow the procedures as set out in the Administrative Details for the Annual General Meeting provided together with the Annual Report 2019/20 in order to register, participate and vote remotely via the RPV facilities.

In view that the Annual General Meeting will be conducted on a virtual basis in Malaysia, you may appoint the Chairman of the Meeting as your proxy and indicate the voting instruction in the Proxy Form. If you wish to appoint a proxy to participate and vote remotely on your behalf at the Annual General Meeting, you may deposit your Proxy Form at (i) the Malaysia share registrar office of the Company at Unit 32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia or alternatively, the Customer Service Centre at Unit G-3, Ground Floor, Vertical Podium, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia, no later than Monday, 24 August 2020 at 10:00 a.m. You may also submit the proxy appointment electronically via Tricor's TIIH Online website at http://tiih.online no later than the aforementioned date.

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

IN HONG KONG

In view of the outbreak of the coronavirus (COVID-19), certain measures will be taken and implemented at the Annual General Meeting to address the attendees' risk of infection, including without limitations, (i) compulsory body temperature checks; (ii) wearing of surgical face masks prior to entering the Annual General Meeting; (iii) each attendee being assigned a designated seat at the time of registration to ensure social distancing; and (iv) no provision of refreshments.

The Company will keep the COVID-19 under review and may implement such additional measures as may be required closer to the date of the Annual General Meeting.

CONTENTS

Page

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

PART A - PROPOSED RENEWAL OF SHAREHOLDERS' MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE

Letter from the Board

Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 Details of the Proposed Shareholders' Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 Rationale and benefits for the Proposed Shareholders' Mandate . . . . . . . . . . . . . . . 19 Financial effects of the Proposed Shareholders' Mandate . . . . . . . . . . . . . . . . . . . . . . 19 Interests of Directors, major shareholders and persons connected to them . . . . . . 20 Condition of the Proposed Shareholders' Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 Directors' recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 Action to be taken . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 Further information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

PART B - STATEMENT IN RELATION TO PROPOSED RENEWAL OF

SHARE BUY-BACK MANDATE, PROPOSED GENERAL MANDATE TO ISSUE NEW SHARES, RE-ELECTION OF DIRECTORS AND PROPOSED RETENTION OF AN INDEPENDENT DIRECTOR

Letter from the Board

Proposed Share Buy-back Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 Proposed general mandate to issue new Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 Re-election of the Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 Proposed retention of an independent Director . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 Directors' recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 Action to be taken . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 Further information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

- i -

CONTENTS

Page

APPENDICES
Appendix I	- General information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	28
Appendix II	- Details of subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	31
Appendix III	- Details of properties and rental . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	39
Appendix IV	- Explanatory statement for Share Buy-back . . . . . . . . . . . . . . . . . .	40
Appendix V	- Details of Directors proposed to be re-elected and retained . . .	47

- ii -

	DEFINITIONS

Except where the context otherwise requires, the following definitions shall apply
throughout this circular.
''Act''	the Malaysian Companies Act, 2016, as amended from time
	to time and any re-enactment thereof
''AGM''	the annual general meeting of the Company
''Annual Report 2019/20''	the annual report of the Company for the financial year
	ended 31 March 2020
''Audit Committee''	the audit committee of the Board, comprising all
	independent non-executive Directors, namely Mr Yu Hon
	To, David, Datuk Chong Kee Yuon and Mr Khoo Kar
	Khoon
''Board''	the board of Directors
''Bursa Securities''	Bursa Malaysia Securities Berhad (Malaysia Company No.
	635998-W)
''Bye-Law(s)''	the Bye-Laws(s) of the Company as may be amended from
	time to time
''Charming''	Charming Holidays Limited, a company incorporated in
	Hong Kong
''Cheerhold''	Cheerhold (H.K.) Limited, a company incorporated in Hong
	Kong
''Company''	Media Chinese International Limited (Malaysia Company
	No. 200702000044 (995098-A)), a company incorporated in
	Bermuda with limited liability and the Shares of which are
	dual listed on Bursa Securities and the HKEX
''Conch''	Conch Company Limited, a company incorporated in the
	British Virgin Islands
''connected person(s)''	has the meaning ascribed to it under the Listing Rules
''Director(s)''	shall have the meaning given in Section 2(1) of the
	Malaysian Capital Markets and Services Act, 2007 and
	includes any person who is or was within the preceding 6
	months of the date on which the terms of the transaction
	were agreed upon, a director of the Company or any other
	company which is its subsidiary or holding company or a
	chief executive officer of the Company, its subsidiary or
	holding company

- 1 -

	DEFINITIONS

''EA''	Evershine Agency Sdn Bhd (Malaysia Company No.
	168726-X)
''Everfresh''	Everfresh Dairy Products Sdn Bhd (Malaysia Company No.
	263971-U)
''Ezywood''	Ezywood Options Sdn Bhd (Malaysia Company No.
	604068-X)
''Group''	the Company and its subsidiaries
''HKEX''	The Stock Exchange of Hong Kong Limited
''Hong Kong''	Hong Kong Special Administrative Region of the People's
	Republic of China
''Hong Kong Takeovers Code''	The Code on Takeovers and Mergers issued by the
	Securities and Futures Commission of Hong Kong
''Kinta Hijau''	Kinta Hijau Sdn Bhd (Malaysia Company No. 248170-H)
''Latest Practicable Date''	3 July 2020, being the latest practicable date prior to the
	printing of this circular for the purpose of ascertaining
	certain information contained herein
''Listing Requirements''	Main Market Listing Requirements of Bursa Securities
''Listing Rules''	The Rules Governing the Listing of Securities on HKEX
''Madigreen''	Madigreen Sdn Bhd (Malaysia Company No. 305806-M)
''major shareholder''	as defined under the Listing Requirements, a person who
	has an interest or interests in one or more voting shares in a
	corporation and the number or aggregate number of those
	shares, is:
	(a) 10% or more of the total number of voting shares in
	the corporation; or
	(b) 5% or more of the total number of voting shares in the
	corporation where such person is the largest
	shareholder of the corporation.
	For the purpose of this definition, ''interest'' shall have the
	meaning of ''interest in shares'' given in Section 8 of the
	Act.

- 2 -

DEFINITIONS

	For the purpose of the Proposed Shareholders' Mandate, a
	major shareholder (as defined above) includes any person
	who is or was within the preceding six (6) months of the
	date on which the terms of the transaction were agreed
	upon, a major shareholder of the Company or any other
	corporation which is its subsidiary of holding company, in
	accordance with the definition in Chapter 10 of the Listing
	Requirements
''Malaysian Take-Overs and	the Malaysian Code on Takeovers and Mergers 2016, read
Merger Code''	together with the Rules on Take-Overs, Mergers and
	Compulsory Acquisitions, including any amendment from
	time to time
''Momawater''	Momawater Sdn Bhd (Malaysia Company No. 1033245-V)
''MPH''	Ming Pao Holdings Limited, a company incorporated in
	Hong Kong
''MPSB''	Mulu Press Sdn Bhd (Malaysia Company No. 137647-P)
''Nanyang''	Nanyang Press Holdings Berhad (Malaysia Company No.
	3245-K)
''Nanyang Group''	Nanyang and its subsidiary companies, the subsidiaries of
	the Company
''Narong''	Narong Investments Limited, a company incorporated in
	Hong Kong
''OMG''	One Media Group Limited, a company incorporated in the
	Cayman Islands with limited liability, the shares of which
	are listed on the main board of HKEX
''PAA''	Pertumbuhan Abadi Asia Sdn Bhd (Malaysia Company No.
	67069-X)
''person''	as defined under the Listing Requirements, includes a body
	of persons, corporate or unincorporate (including a trust)
''person connected''	as defined under the Listing Requirements, in relation to a
	Director or a major shareholder, who falls under any one of
	the following categories:
	(a) a family member of the Director or major shareholder;

- 3 -

		DEFINITIONS

	(b)	a trustee of a trust (other than a trustee for an
		employee share scheme or pension scheme) under
		which the Director, major shareholder or a family
		member of the Director or major shareholder, is the
		sole beneficiary;
	(c)	a partner of the Director, major shareholder or a
		partner of a person connected with that Director or
		major shareholder;
	(d)	a person or where the person is a body corporate, the
		body corporate or its directors who is/are accustomed
		or under an obligation, whether formal or informal, to
		act in accordance with the directions, instructions or
		wishes of the Director or major shareholder;
	(e)	a person or where the person is a body corporate, the
		body corporate or its directors, in accordance with
		whose directions, instructions or wishes the Director or
		major shareholder is accustomed or is under an
		obligation, whether formal or informal, to act;
	(f)	a body corporate in which the Director, major
		shareholder and/or persons connected with him are
		entitled to exercise, or control the exercise of, not less
		than 20% of the votes attached to voting shares in the
		body corporate; or
	(g)	a body corporate which is a related corporation.
''Proposed Shareholders'	the proposed renewal of shareholders' mandate pursuant to
Mandate''	paragraph 10.09 of the Listing Requirements in respect of
	the RRPT, details of which are set out in section 2
	contained in Part A of this circular, for the Group to enter
	into recurrent related party transactions of a revenue or
	trading nature
''Related Party(ies)''	as	defined under the Listing Requirements, Director(s),
	major shareholder(s) or person connected with such
	Director(s) or major shareholder(s)
''RHBFSB''	R H Bee Farms Sdn Bhd (Malaysia Company No. 732331-
	K)
''RHH''	Rimbunan Hijau Holdings Sdn Bhd (Malaysia Company
	No. 356773-H)

- 4 -

	DEFINITIONS

''RHS''	Rimbunan Hijau (Sarawak) Sdn Bhd (Malaysia Company
	No. 487227-D)
''RHSA''	Rimbunan Hijau Southeast Asia Sdn Bhd (Malaysia
	Company No. 487223-W)
''RHTT''	R.H. Tours & Travel Agency Sdn Bhd (Malaysia Company
	No. 156321-W)
''RRPT''	as defined under the Listing Requirements, related party
	transactions which are recurrent, of a revenue or trading
	nature and which are necessary for the Group's day-to-day
	operations
''SCMCB''	Sin Chew Media Corporation Berhad (Malaysia Company
	No. 98702-V)
''SCMCB Group''	SCMCB and its subsidiary companies, the wholly-owned
	subsidiaries of the Company
''SFO''	the Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong)
''Share Buy-back Mandate''	the proposed general mandate to permit the Company to
	repurchase Shares up to a maximum of 10% of the total
	number of the issued Shares of the Company as at the date
	of passing the Share Buy-back Resolution
''Share Buy-back Resolution''	the proposed ordinary resolution pertaining to the Share
	Buy-back Mandate, to be tabled at the forthcoming AGM
''Share(s)''	the ordinary share(s) in the capital of the Company
''substantial shareholder''	as defined under the Listing Rules, in relation to a
	company, means a person who is entitled to exercise, or
	control the exercise of, 10% or more of the voting power at
	any general meeting of the company
''TCB''	TC Blessed Holdings Sdn Bhd (Malaysia Company No.
	388652-A)
''TSL''	Teck Sing Lik Enterprise Sdn Bhd (Malaysia Company No.
	057850-M)
''TSTHK''	Tan Sri Datuk Sir Diong Hiew King @ Tiong Hiew King
''TTS&S''	Tiong Toh Siong & Sons Sdn Bhd (Malaysia Company No.
	18223-P)

- 5 -

	DEFINITIONS

''TTSE''	Tiong Toh Siong Enterprises Sdn Bhd (Malaysia Company
	No. 178305-K)
''TTSH''	Tiong Toh Siong Holdings Sdn Bhd (Malaysia Company
	No. 105159-U)
''WTC''	Web Technology Center Sdn Bhd (Malaysia Company No.
	325068-H)
''%''	per cent
Currencies:
''CAD''	Canadian dollar(s), the lawful currency of Canada
''HK$''	Hong Kong dollar(s), the lawful currency of Hong Kong
''RM'' and ''sen''	Malaysian Ringgit and sen respectively, the lawful currency
	of Malaysia
''RMB''	Renminbi, the lawful currency of the People's Republic of
	China
''TWD''	New Taiwan dollar(s), the lawful currency of Taiwan, the
	Republic of China
''US$''	United States dollar(s), the lawful currency of the United
	States of America

- 6 -

PART A: LETTER FROM THE BOARD

MEDIA CHINESE INTERNATIONAL LIMITED

世界華文媒體有限公司

(Incorporated in Bermuda with limited liability)

(Malaysia Company No. 200702000044 (995098-A))

(Hong Kong Stock Code: 685, Malaysia Stock Code: 5090)

Board of Directors:	Registered Office:
Non-executive Director:	Victoria Place, 5th Floor
31 Victoria Street
Dato' Sri Dr Tiong Ik King (Chairman)	Hamilton HM10
Executive Directors:	Bermuda

Ms Tiong Choon	Registered Office in Malaysia:
Mr Tiong Kiew Chiong (Group CEO)	12th Floor, Menara Symphony
Mr Leong Chew Meng	No. 5, Jalan Prof. Khoo Kay Kim
Independent Non-executive Directors:	Seksyen 13, 46200 Petaling Jaya
Selangor Darul Ehsan
Mr Yu Hon To, David	Malaysia
Datuk Chong Kee Yuon
Mr Khoo Kar Khoon	Head Office and Principal Place of Business:
	No. 78, Jalan Universiti
	Seksyen 13
	46200 Petaling Jaya
	Selangor Darul Ehsan
	Malaysia
	15th Floor, Block A
	Ming Pao Industrial Centre
	18 Ka Yip Street
	Chai Wan
	Hong Kong
	27 July 2020
To: The Shareholders
Dear Sir/Madam,

PART A - PROPOSED RENEWAL OF SHAREHOLDERS'

MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF

A REVENUE OR TRADING NATURE

1 INTRODUCTION

The shareholders of the Company had on 14 August 2019 approved the existing shareholders' mandate for the Group to enter into RRPT set out in Section 2.5 below.

- 7 -

PART A: LETTER FROM THE BOARD

In accordance with the Listing Requirements, the mandate referred to above shall lapse at the conclusion of the forthcoming 30th AGM unless authority for its renewal is obtained from the shareholders at the AGM.

Consequently, on 24 June 2020, the Board announced that the Company intends to seek shareholders' approval for the Proposed Shareholders' Mandate at the forthcoming 30th AGM.

The purpose of Part A of this circular is to provide you with the relevant information of the Proposed Shareholders' Mandate and to seek your approval for the ordinary resolution to be tabled at the forthcoming AGM. Notice of the AGM and proxy form are enclosed in the Annual Report 2019/20 of the Company.

2 DETAILS OF THE PROPOSED SHAREHOLDERS' MANDATE 2.1 Provisions under the Listing Requirements

Pursuant to Part E, paragraph 10.09 of Chapter 10 of the Listing Requirements, a listed issuer may seek its shareholders' mandate with regard to the recurrent related party transactions of a revenue or trading nature which are necessary for its day-to-day operations subject to, inter alia, the following:

the transactions are in the ordinary course of business and are on terms not more favourable to the Related Parties than those generally available to the public;
the shareholders' mandate is subject to annual renewal and disclosure is made in the annual report of the aggregate value of transactions conducted pursuant to the shareholders' mandate during the financial year where the aggregate value is equal to or more than the threshold prescribed under paragraph 10.09(1) of the Listing Requirements;
the listed issuer's circular to shareholders for the shareholders' mandate includes the information as may be prescribed by Bursa Securities. The draft circular must be submitted to Bursa Securities together with a checklist showing compliance with such information;
in a meeting to obtain shareholders' mandate, the interested director, interested major shareholder or interested person connected with a director or major shareholder, and where it involves the interest of an interested person connected with a director or major shareholder, such director or major shareholder, must not vote on the resolution to approve the transactions. An interested director or interested major shareholder must ensure that persons connected with him abstain from voting on the resolution approving the transactions; and

- 8 -

PART A: LETTER FROM THE BOARD

the listed issuer immediately announces to Bursa Securities when the actual value of a RRPT entered into by the listed issuer, exceeds the estimated value of the RRPT disclosed in the circular to shareholders by 10% or more and must include the information as may be prescribed by Bursa Securities in its announcement.

Accordingly, the Board now proposes to procure the approval from the Shareholders for the Proposed Shareholders' Mandate which will apply to the RRPT as set out in Section 2.5 below.

2.2 Validity period of the Proposed Shareholders' Mandate

The authority to be conferred pursuant to the Proposed Shareholders' Mandate, if approved by the Shareholders at the forthcoming AGM will continue to be in force until:

the conclusion of the next AGM following the forthcoming 30th AGM when the Proposed Shareholders' Mandate is granted, at which time it will lapse, unless by an ordinary resolution passed at the general meeting, the authority is renewed;
the expiration of the period within which the next AGM is required by applicable laws or the Bye-Laws of the Company to be held; or
revoked or varied by an ordinary resolution passed by the Shareholders in a general meeting;

whichever is the earliest.

Thereafter, approval from the Shareholders for subsequent renewals will be sought at each subsequent AGM.

2.3 Principal activities of the Group

The Company is an investment holding company. The Group is principally engaged in the following core businesses while the principal activities of its subsidiaries are set out in Appendix II:

publishing, printing and distribution of newspapers, magazines, digital contents and books
travel and travel related businesses
investment holding

- 9 -

PART A: LETTER FROM THE BOARD

2.4 Classes of Related Party

The Proposed Shareholders' Mandate will apply to the following classes of Related Party:

Directors or major shareholders; and
Persons connected with the Directors or major shareholders.

The Related Party and companies involved in the RRPT includes TTS&S, RHH, Everfresh, EA, RHTT, RHBFSB, Momawater, CH Yeoh & Yiew, Cheerhold and Narong.

The categories of transactions involving the abovementioned companies are stated in Section 2.5.

2.5 Nature of the RRPT and their estimated value

Existing RRPT

The details of the RRPT in respect of which the Company is seeking renewal of mandate as contemplated under the Proposed Shareholders' Mandate are as follows:

Estimated

value

Actual

value

disclosed in

transacted

from the

preceding

year's

date of last AGM on

Estimated value

circular to

14 August 2019

from 26 August 2020

Nature of

shareholders dated

up to the

Latest

(date of AGM) up to

Transacting

party

Principal

activities

transaction

July

2019

Practicable Date

next AGM(Note 1)

party

Nature of

interest

RM'000

US$'000

RM'000

US$'000

RM'000

US$'000

TTS&S

Equipment rental,

MPSB's tenancy of

MPSB

TSTHK is a major

investment

holding

various properties

shareholder

and a director

and operations in

from TTS&S as

of TTS&S. He is a major

agriculture

landlord. Please

refer

shareholder

the

businesses

to Appendix III

(item

Company (the

ultimate

A) for details of the

holding company of

properties

MPSB).

Ms Tiong Choon is both a

shareholder

and a director

of the Company. She is a

director of

TTS&S and

MPSB.

- 10 -

PART A: LETTER FROM THE BOARD

Estimated

value

Actual

value

disclosed in

transacted

from the

preceding

year's

date of last AGM on

Estimated value

circular to

14 August 2019

from 26 August 2020

Nature of

shareholders dated

up to the

Latest

(date of AGM) up to

Transacting

party

Principal activities

transaction

July

2019

Practicable Date

next AGM(Note 1)

party

Nature

interest

RM'000

US$'000

RM'000

US$'000

RM'000

US$'000

RHH

Investment holding

MPSB's tenancy of

MPSB

TSL is a major

various properties

shareholder

RHH and

from RHH as

the Company.

landlord. Please

refer

to Appendix

III

(item

TSTHK is both a major

B) for details of the

shareholder

and a

director

properties

of TSL and RHH. He is a

major shareholder

of the

Company (the

ultimate

holding

company

MPSB).

Dato' Sri Dr Tiong Ik

King is both a major

shareholder

and a

director

of the Company. He is

also a major shareholder

of RHH.

Ms Tiong Choon is both a

shareholder

and a

director

of the Company. She is a

director

MPSB.

Everfresh

Investment

MPSB's tenancy of

MPSB

TSL is a major

holdings

and

office

Lot

1054,

shareholder

Everfresh

general

farming

Block

31, Kemena

and the

Company.

Commercial

Centre,

Jalan

Tanjung Batu,

TTSE is

major

97000 Bintulu,

shareholder

Everfresh

Sarawak,

Malaysia

and, pursuant

to the Act,

(size

rented

substantial shareholder

premises: 1,421

the Company.

square feet)

from

Everfresh as

landlord

TSTHK is both a major

at a monthly rental of

shareholder

and a

director

RM500

of Everfresh, TTSE and

TSL. TSTHK is a major

shareholder

the

Company (the

ultimate

holding

company

MPSB).

Dato' Sri Dr Tiong Ik

King is both a major

shareholder

and a

director

of the Company. He is

also a major shareholder

of TTSE.

Ms Tiong Choon is both a

shareholder

and a

director

Everfresh and

the

Company. She is a

director

MPSB.

- 11 -

PART A: LETTER FROM THE BOARD

Estimated

value

Actual

value

disclosed in

transacted

from the

preceding

year's

date of last AGM on

Estimated value

circular to

14 August 2019

from 26 August 2020

Nature of

shareholders dated

up to the

Latest

(date of AGM) up to

Transacting

party

Principal

activities

transaction

July

2019

Practicable Date

next AGM(Note 1)

party

Nature

interest

RM'000

US$'000

RM'000

US$'000

RM'000

US$'000

Insurance

agent and

Receipt of

services

MPSB

RHS is

shareholder of

providing

handling

i.e. MPSB

purchases

the Company and a major

service

motor vehicle

shareholder of EA.

insurance from EA

PAA is a major

shareholder of RHS and a

shareholder of the

Company. TSL is a major

shareholder of RHS

and

the Company.

TTSE is

a major

shareholder of RHS

and,

pursuant to the Act, a

substantial

shareholder of

the Company.

TSTHK is a major

shareholder of EA and the

Company (the ultimate

holding

company

MPSB). He is both a

major shareholder

and a

director

RHS,

PAA,

TSL and TTSE.

Dato' Sri Dr Tiong Ik

King is both a major

shareholder and a

director

of the Company. He is a

major shareholder

TTSE and, pursuant to the

Act, a substantial

shareholder of EA.

Ms Tiong Choon is both a

shareholder and a

director

of the Company. She is a

director

MPSB.

- 12 -

PART A: LETTER FROM THE BOARD

Estimated

value

Actual

value

disclosed in

transacted

from the

preceding

year's

date of last AGM on

Estimated value

circular to

14 August 2019

from 26 August 2020

Nature of

shareholders dated

up to the

Latest

(date of AGM) up to

Transacting

party

Principal

activities

transaction

12 July

2019

Practicable Date

next AGM(Note 1)

party

Nature

interest

RM'000

US$'000

RM'000

US$'000

RM'000

US$'000

RHTT

Tour

operator

Receipt of services

170

140

the

Group

RHS

a shareholder of

travel

agent

i.e. to purchase air-

the Company

and

major

tickets from

RHTT

shareholder

RHTT.

PAA is a major

shareholder of RHS and a

shareholder

the

Company. TSL is a major

shareholder

RHS

and

the Company.

TTSE is

a major

shareholder

RHS

and,

pursuant to the Act, a

substantial

shareholder of

the Company.

TSTHK is both a major

shareholder

and

director

of RHTT, RHS, PAA,

TSL and TTSE. He is a

major

shareholder

the

Company.

Dato' Sri Dr Tiong Ik

King is both a major

shareholder

and

director

of the Company. He is a

major

shareholder

TTSE

and

a shareholder

of RHTT.

Ms Tiong Choon is both a

shareholder

and

director

of the Company. She is a

director

RHTT.

RHBFSB

Processing

and

sale

(i)

Purchase

100

the

Group

TSTHK

both

major

of honey

honey

shareholder

and

director

of RHBFSB. He is also a

(ii)

Commission

the

Group

major

shareholder

the

received

from

Company.

sales of

honey

Ms Tiong Choon is both a

shareholder

and

director of

the Company. She is a

director

RHBFSB.

- 13 -

PART A: LETTER FROM THE BOARD

Estimated

value

Actual

value

disclosed in

transacted

from the

preceding

year's

date of last AGM on

Estimated value

circular to

14 August 2019

from 26 August 2020

Nature of

shareholders dated

up to the

Latest

(date of AGM) up to

Transacting

party

Principal

activities

transaction

12 July

2019

Practicable Date

next AGM(Note 1)

party

Nature of

interest

RM'000

US$'000

RM'000

US$'000

RM'000

US$'000

Momawater

Manufacturing and

Purchase of

drinking

the

Group

Momawater

is a

wholly-

trading of

drinking

water from

owned

subsidiary

of Subur

water

Momawater

Tiasa

Holdings Berhad.

TSTHK is a major

shareholder

of the

Company. He is also a

substantial

shareholder

Subur

Tiasa Holdings

Berhad.

CH Yeoh &

Legal services

Provision of

legal

700

163

262

500

117

the

Group

Mr Liew Peng Chuen

is a

Yiew

services to the Group

director of

SCMCB and

an associate of CH Yeoh

& Yiew.

HK$'000

US$'000

HK$'000

US$'000

HK$'000

US$'000

Cheerhold

Management

Provision of

services

250

100

Charming

Charming is a wholly-

services

such

as air

tickets

owned

subsidiary

of the

and accommodation

Company.

arrangement

services

by Charming to

TSTHK is a major

Cheerhold

shareholder

of the

Company. Dato' Sri Dr

Tiong Ik King is both a

major

shareholder and

director of

the Company.

A sister-in-law of both

TSTHK and Dato' Sri Dr

Tiong Ik King is the

ultimate sole shareholder

of Cheerhold.

10.

TTS&S

Equipment

rental,

Provision of

services

Charming

Charming is a wholly-

investment

holding

such

as air

tickets

owned

subsidiary

of the

and operations in

and

accommodation

Company.

agriculture

arrangement

services

businesses

by Charming to

TSTHK is

a major

TTS&S

shareholder

and a director

of TTS&S. He is a major

shareholder

of the

Company.

Ms Tiong Choon is both a

shareholder

and a director

of the Company. She is a

director of

TTS&S.

- 14 -

PART A: LETTER FROM THE BOARD

Estimated

value

Actual

value

disclosed in

transacted

from the

preceding

year's

date of last AGM on

Estimated value

circular to

14 August 2019

from 26 August 2020

Nature

shareholders dated

up to the

Latest

(date of AGM) up to

Transacting

party

Principal activities

transaction

12 July

2019

Practicable Date

next AGM(Note 1)

party

Nature of interest

HK$'000

US$'000

HK$'000

US$'000

HK$'000

US$'000

11.

Narong

Investment holding

MPH's tenancy of

600

472

600

MPH

MPH is a wholly-owned

premises at

Flat A,

company of the Company.

15th Floor,

Marigold

Mansion, Taikoo

TSTHK is a major

Shing,

Hong Kong

shareholder of the

(size of rented

Company. Dato' Sri Dr

premises:

1,237

Tiong Ik King is both a

square

feet)

from

major shareholder and a

Narong

landlord

director of the Company.

a monthly

rental of

HK$43,295

A sister-in-law of both

TSTHK and Dato' Sri Dr

Tiong Ik King is the

major shareholder of Narong. Dato' Sri Dr Tiong Ik King is also a director of Narong and MPH.

(B) Old RRPT

Save for the above, the Company does not intend to seek approval from Shareholders on the following RRPT that appeared in the preceding year's circular to Shareholders:

						Actual value
				Estimated value	transacted from
				disclosed in		the date of last
				preceding year's	AGM on
				circular to		14 August 2019
	Related	Principal		Shareholders		up to the Latest
	party	activities	Nature of transaction	dated 12 July 2019	Practicable Date
				RM'000 US$'000	RM'000 US$'000
1.	WTC	Engineering	Provision of	200	47	80	19
		services	engineering professional
			services by WTC

Notes:

The estimated transactions value, for the period from 26 August 2020 up to next AGM are based on information, budgets and forecast available at the point of estimation and the actual value of transactions may vary accordingly.
The presentation currencies of this table are RM and HK$. Supplementary information in US$ is shown for reference only and has been made at the same exchange rate of US$1.00 to RM4.2870 and US$1.00 to HK$7.750, being the middle exchange rate quoted by Bank Negara Malaysia at 5:00 p.m. on the Latest Practicable Date.

- 15 -

PART A: LETTER FROM THE BOARD

2.6 Deviation from the previous shareholders' mandate

The actual value of RRPT did not exceed the estimated value as approved under the previous shareholders' mandate granted to the Company at the last AGM.

2.7 Amount due and owing by Related Party

As at 31 March 2020, there were no amounts due and owing to the Group which exceeded the credit term.

2.8 Methods and procedures of determining the terms of RRPT

To ensure that the RRPT are undertaken at arm's length and on transaction prices and normal commercial terms that are consistent with the Group's usual business practices and policies, which are not more favourable to the Related Parties than those generally available to the public, where applicable, and are not, in the Group's opinion, detrimental to the minority shareholders, the following principles will apply:

The purchase of materials or goods, receipt of services and provision of services shall be determined based on prevailing rates/prices of the goods or services (including where applicable, preferential rates/prices/discounts accorded to a class or classes of customers or for bulk sales) according to commercial terms, business practices and policies or otherwise in accordance with other applicable industry norms/considerations, or on a cost reimbursement basis;
Provision of management/support service are based on normal commercial terms; and
The tenancy/leasing/licensing/rental of properties shall be at the prevailing market rates for the same or substantially similar properties, and shall be on commercial terms.

At least two (2) other contemporaneous transactions with unrelated third parties for similar products/services and/or quantities will be used as comparison, wherever possible, to determine whether the price and terms offered to/by the related parties are fair and reasonable and comparable to those offered to/by other unrelated third parties for the same or substantially similar type of products/services and/or quantities.

In the event that quotation or comparative pricing from unrelated third parties cannot be obtained, the Board and Audit Committee will rely on their market knowledge of prevailing industry norms bearing in mind the urgency and efficiency of transactions to be provided or required to ensure that the RRPT is not detrimental to the Group.

- 16 -

PART A: LETTER FROM THE BOARD

2.9 Review procedures of RRPT

To identify, track and monitor the RRPT, the following review procedures have been established and implemented:

A list of Related Parties and a summary explaining what constitutes RRPT will be circulated to the Directors and management of the Group, to notify that all such RRPT are required to be undertaken on an arm's length basis and on normal commercial terms and on terms not more favourable to the Related Parties than those generally available to the public and are not detrimental to the minority shareholders.
The list of Related Parties will be continuously updated and circulated to the Directors and management of the Group, as and when the RRPT's status changes or additional RRPT are included or in any event, at least once a year if there is no change in the RRPT's status;
Records of RRPT will be retained and compiled for review by the Audit Committee;
The Audit Committee will review all RRPT at each quarterly meeting and will report and make necessary recommendation to the Board. Any member of the Audit Committee may as he deems fit, request for additional information pertaining to the transaction including from independent sources or advisors;
The annual internal audit plan shall incorporate a review of all RRPT entered into pursuant to the Proposed Shareholders' Mandate to ensure that the relevant approvals have been obtained and the review procedures in respect of such transactions are adhered to. Any divergence will be reported to the Audit Committee;
The Board and the Audit Committee shall review the internal audit reports to ascertain that the guidelines and review procedures established to monitor RRPT have been complied with and the review shall be done at every quarter together with the review of quarterly results; and
The Board and the Audit Committee have reviewed the above guidelines and procedures, and shall continue to review the procedures as and when required, with the authority to sub-delegate such function to individuals or committees within the Group as they deem appropriate. If a member of the Board or Audit Committee has an interest in the transaction to be reviewed by the Board or the Audit Committee as the case may be, he will not participate in the deliberation of such transaction and will abstain from any decision making by the Board or the Audit Committee in respect of that transaction.

- 17 -

PART A: LETTER FROM THE BOARD

2.10 Threshold of authority

There are no specific thresholds for approval of RRPT within the Group. Nevertheless, all RRPT are subject to the approval of appropriate level of authority as determined by senior management and/or the Board from time to time, subject to the provisions in the Listing Requirements, where necessary.

In compliance with Paragraph 10.09(1)(a) of the Listing Requirements, the Group shall immediately announce a RRPT where:

The consideration, value of the assets, capital outlay or costs of the RRPT is RM1 million or more; or
The percentage ratio of such RRPT is 1% or more, whichever is higher.

2.11 Statement by Audit Committee

The Audit Committee has seen and reviewed the procedures as outlined in section

2.8 and 2.9 above and is of the view that:

the Group has in place adequate procedures and processes to monitor, track and identify RRPT in a timely and orderly manner, and that these procedures and processes are reviewed annually; and
the procedures are sufficient to ensure that the RRPT of a revenue or trading nature are conducted at arm's length and on normal commercial terms which are consistent with the Group's usual business practices and policies; and
on terms not more favourable to the Related Parties than those generally available to the public and are not detrimental to the minority shareholders of the Company.

2.12 Disclosure

Disclosure will be made in the annual report of the Company in accordance with paragraph 3.1.5 of Practice Note 12 of the Listing Requirements, which requires a breakdown of the aggregate value of the RRPT entered into during the financial year based on the following information:

the type of the RRPT made; and
the names of the Related Parties involved in each type of the RRPT made and their relationships with the Company.

The above disclosure will be made in the Company's annual report for each subsequent financial year after the Proposed Shareholders' Mandate has been obtained.

- 18 -

PART A: LETTER FROM THE BOARD

3 RATIONALE AND BENEFITS FOR THE PROPOSED SHAREHOLDERS' MANDATE

The rationale and benefits of the Proposed Shareholders' Mandate to the Group are as follows:

to facilitate transactions with Related Parties which are in the ordinary course of business of the Group undertaken at arms' length, normal commercial terms and on terms which are not more favourable to the Related Parties than those generally available to the public and are not detrimental to the interests of minority shareholders;
to enable the Group to transact with the Related Parties in an expeditious manner to meet business needs for the supply and/or provision of goods and services which are necessary for its day-to-day operations particularly business needs which are time sensitive in nature;
for certain transactions where it is vital that confidentiality be maintained, it will not be viable for prior Shareholders' mandate to be obtained as this will entail the release of details of the transactions and may adversely affect the interests of the Group and place the Group at a disadvantage to its competitors who may not require shareholders' mandate to be obtained; and
will eliminate the need to announce and convene separate general meetings to seek shareholders' mandate for each transaction and as such, substantially reduce expenses, time and other resources associated with the making of announcements and convening general meetings on an ad hoc basis, improve administrative efficiency considerably and allow financial and manpower resources to be channeled to attain more productive objectives.

4 FINANCIAL EFFECTS OF THE PROPOSED SHAREHOLDERS' MANDATE

The Proposed Shareholders' Mandate will not have any effect on the share capital, dividend, gearing, net assets, earnings and the shareholdings of the Directors and major shareholders of the Company.

- 19 -

PART A: LETTER FROM THE BOARD

5 INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND PERSONS CONNECTED TO THEM

Save as disclosed below, none of the other Directors and major shareholders of the Company and/or persons connected with them has any interest, direct and indirect in the Proposed Shareholders' Mandate:

Dato' Sri Dr Tiong Ik King is Director and major shareholder of the Company. TSTHK is a major shareholder of the Company. Mr Tiong Kiew Chiong and Ms Tiong Choon are Directors and shareholders of the Company. As such, they are deemed interested in the Proposed Shareholders' Mandate. Their respective shareholdings in the Company as at the Latest Practicable Date are as follows:

			Indirect
Name	Direct		(as calculated under the Act)
	No. of		No. of
	Shares held	%	Shares held	%
Dato' Sri Dr Tiong Ik King	35,144,189	2.08	253,987,700(1)	15.05
TSTHK	87,109,058	5.16	1,006,844,190(2)	59.67
Ms Tiong Choon	2,654,593	0.16	653,320(3)	0.04
			1,023,632(4)	0.06
Mr Tiong Kiew Chiong	4,087,539	0.24	-	-

Deemed interested by virtue of his interests in Conch.
Deemed interested by virtue of his interests in Conch, TTSH, Kinta Hijau, RHS, TSL, PAA, TTSE, Ezywood, Madigreen and RHSA.
Deemed interested by virtue of her interests in TCB.
Deemed interested by virtue of her spouse's interests.

- 20 -

PART A: LETTER FROM THE BOARD

TTSH, Kinta Hijau, RHS, TSL, PAA, TTSE, Ezywood, Madigreen and RHSA are Shareholders and also persons connected to interested Directors and major shareholders of the Company (''Interested Persons Connected''). They are deemed interested in the Proposed Shareholders' Mandate. Their respective shareholdings in the Company as at the Latest Practicable Date are as follows:

			Indirect
Name	Direct		(as calculated under the Act)
	No. of		No. of
	Shares held	%	Shares held	%
TTSH	378,998,616	22.46	-	-
Kinta Hijau	129,424,143	7.67	-	-
RHS	15,536,696	0.92	-	-
TSL	65,319,186	3.87	184,043,580(5)	10.91
PAA	26,808,729	1.59	74,944,004(6)	4.44
TTSE	1,744,317	0.10	151,493,027(7)	8.98
Ezywood	75,617,495	4.48	-	-
Madigreen	52,875,120	3.13	-	-
RHSA	6,532,188	0.39	-	-

Deemed interested by virtue of its interests in Kinta Hijau, TTSE and Madigreen.
Deemed interested by virtue of its interests in Madigreen, RHS and RHSA.
Deemed interested by virtue of its interests in Kinta Hijau, RHS and RHSA.

The interested Directors and/or major shareholders of the Company, namely, Dato' Sri Dr Tiong Ik King, TSTHK, Ms Tiong Choon and Mr Tiong Kiew Chiong, have abstained and will continue to abstain from Board deliberations and voting on the Proposed Shareholders' Mandate. Dato' Sri Dr Tiong Ik King, TSTHK, Ms Tiong Choon and Mr Tiong Kiew Chiong will abstain from voting in respect of their direct and/or indirect shareholdings in the Company on the Proposed Shareholders' Mandate at the forthcoming AGM.

The Interested Persons Connected, namely, TTSH, Kinta Hijau, Ezywood, TSL, Madigreen, RHS, RHSA, PAA and TTSE will abstain from voting on the Proposed Shareholders' Mandate in respect of their direct and/or indirect shareholdings in the Company at the forthcoming AGM.

In addition, the interested Directors and/or major shareholders of the Company have also undertaken to ensure that persons connected with them will abstain from voting on the Proposed Shareholders' Mandate in respect of their direct and/or indirect shareholdings in the Company at the forthcoming AGM.

- 21 -

PART A: LETTER FROM THE BOARD

6 CONDITION OF THE PROPOSED SHAREHOLDERS' MANDATE

The Proposed Shareholders' Mandate is conditional upon the approval of the Shareholders at the forthcoming AGM.

7 DIRECTORS' RECOMMENDATION

The Board, save for Dato' Sri Dr Tiong Ik King, Ms Tiong Choon and Mr Tiong Kiew Chiong, having considered all aspects of the Proposed Shareholders' Mandate is of the opinion that the Proposed Shareholders' Mandate is in the best interest of the Company and the Shareholders. Accordingly, save for Dato' Sri Dr Tiong Ik King, Ms Tiong Choon and Mr Tiong Kiew Chiong, the Board recommends that you vote in favour of the ordinary resolution pertaining to the Proposed Shareholders' Mandate to be tabled at the forthcoming AGM.

8 AGM

The resolution to vote on the Proposed Shareholders' Mandate is set out as special business in the notice of AGM contained in the Annual Report 2019/20 which was sent to you together with this circular.

The notice convening the AGM to vote on the ordinary resolution and the proxy form are enclosed in the Annual Report 2019/20 accompanying this circular. The AGM will be held at

Sin Chew Media Corporation Berhad, Cultural Hall, No. 78, Jalan Universiti, Seksyen 13, 46200 Petaling Jaya, Selangor Darul Ehsan, Malaysia (''Broadcast Venue''); and (ii) 15th Floor, Block A, Ming Pao Industrial Centre, 18 Ka Yip Street, Chai Wan, Hong Kong on Wednesday, 26 August 2020 at 10:00 a.m. for the purpose of considering, and if thought fit, passing, inter alia, the ordinary resolution on the Proposed Shareholders' Mandate under the agenda of special business as set out in the notice enclosed in the Annual Report 2019/20.

9 ACTION TO BE TAKEN

If you are unable to participate in the AGM, you are requested to complete and return the proxy form enclosed in the Annual Report 2019/20 in accordance with the instructions printed thereon as soon as possible, in any event, so as to arrive at (i) the Malaysia share registrar office of the Company at Unit 32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia or alternatively, the Customer Service Centre at Unit G-3, Ground Floor, Vertical Podium, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia; or (ii) the Hong Kong head office and principal place of business at 15th Floor, Block A, Ming Pao Industrial Centre, 18 Ka Yip Street, Chai Wan, Hong Kong, not less than forty eight (48) hours before the time fixed for the AGM or any adjournment thereof.

For Shareholders in Malaysia, the proxy form can also be submitted electronically via https://tiih.online. For further information, please refer to the Administrative Details provided together with the Annual Report 2019/20.

- 22 -

PART A: LETTER FROM THE BOARD

10 FURTHER INFORMATION

Shareholders are requested to refer to the attached appendices for additional information.

Yours faithfully,

On behalf of the Board of

MEDIA CHINESE INTERNATIONAL LIMITED

Leong Chew Meng

Executive Director

- 23 -

PART B: LETTER FROM THE BOARD

MEDIA CHINESE INTERNATIONAL LIMITED

世界華文媒體有限公司

(Incorporated in Bermuda with limited liability)

(Malaysia Company No. 200702000044 (995098-A))

(Hong Kong Stock Code: 685, Malaysia Stock Code: 5090)

Board of Directors:	Registered Office:
Non-executive Director:	Victoria Place, 5th Floor
31 Victoria Street
Dato' Sri Dr Tiong Ik King (Chairman)	Hamilton HM10
Executive Directors:	Bermuda

Ms Tiong Choon	Registered Office in Malaysia:
Mr Tiong Kiew Chiong (Group CEO)	12th Floor, Menara Symphony
Mr Leong Chew Meng	No. 5, Jalan Prof. Khoo Kay Kim
Independent Non-executive Directors:	Seksyen 13, 46200 Petaling Jaya
Selangor Darul Ehsan
Mr Yu Hon To, David	Malaysia
Datuk Chong Kee Yuon
Mr Khoo Kar Khoon	Head Office and Principal Place of Business:
	No. 78, Jalan Universiti
	Seksyen 13
	46200 Petaling Jaya
	Selangor Darul Ehsan
	Malaysia
	15th Floor, Block A
	Ming Pao Industrial Centre
	18 Ka Yip Street
	Chai Wan
	Hong Kong
	27 July 2020
To: The Shareholders
Dear Sir/Madam,

PART B - STATEMENT IN RELATION TO PROPOSED RENEWAL OF SHARE BUY-BACK MANDATE, PROPOSED GENERAL MANDATE TO ISSUE NEW SHARES, RE-ELECTION OF DIRECTORS AND PROPOSED RETENTION OF AN INDEPENDENT DIRECTOR

1 PROPOSED SHARE BUY-BACK MANDATE

At the Company's AGM held on 14 August 2019, a Shareholders' mandate was obtained for the Company to purchase up to a maximum of ten per cent (10%) of the total number of issued Shares.

- 24 -

PART B: LETTER FROM THE BOARD

The said mandate shall, in accordance with the Listing Requirements and the Listing Rules, lapse at the conclusion of the forthcoming AGM, which has been scheduled on 26 August 2020 unless the approval is renewed.

The Company had on 24 June 2020 announced that the Board proposes to seek from the Shareholders the approval for the renewal of Share Buy-back Mandate.

An explanatory statement which serves to provide you with the relevant information on the Share Buy-back Mandate is set out in Appendix IV.

2 PROPOSED GENERAL MANDATE TO ISSUE NEW SHARES

Furthermore, at the forthcoming AGM, two ordinary resolutions will be proposed which aim to grant to the Directors (i) a general mandate to allot, issue and deal with Shares not exceeding 10% of the total number of issued Shares of the Company as at the date of passing the resolutions; and (ii) an extension to the general mandate so granted to the Directors, by the addition of any Shares representing the total number of issued Shares repurchased by the Company under the Share Buy-back Mandate.

3 RE-ELECTION OF THE DIRECTORS

In accordance with Bye-Law 99(A) of the Company's Bye-Laws, Dato' Sri Dr Tiong Ik King, Ms Tiong Choon, Mr Tiong Kiew Chiong and Datuk Chong Kee Yuon will retire by rotation at the forthcoming AGM and, being eligible, offer themselves for re-election.

The Nomination Committee had assessed and reviewed the annual written confirmation of independence of each of the independent non-executive Directors based on the independence criteria as set out in Rule 3.13 of the Listing Rules, including Datuk Chong Kee Yuon, and considers that he remains independent. The Nomination Committee had considered the perspectives, skills, experience and diversity of the above retiring directors and nominated the above retiring Directors to the Board for it to propose to the Shareholders for re-election at the AGM.

Accordingly, with the recommendation of the Nomination Committee, the Board has proposed that all the above retiring Directors, namely Dato' Sri Dr Tiong Ik King, Ms Tiong Choon, Mr Tiong Kiew Chiong and Datuk Chong Kee Yuon stand for re-election as Directors at the AGM.

Details of the Directors proposed to be re-elected at the forthcoming AGM are set out in Appendix V.

4 PROPOSED RETENTION OF AN INDEPENDENT DIRECTOR

Mr Yu Hon To, David was appointed as an independent non-executive Director of the Company on 30 March 1999 and has served the Company for more than 12 years. Pursuant to the code provision A.4.3 of the Corporate Governance Code contained in Appendix 14 of the Listing Rules, Mr Yu Hon To, David's further appointment as independent non-executive Director should be subject to a separate resolution to be approved by the Shareholders. The

- 25 -

PART B: LETTER FROM THE BOARD

reasons why the Board believes Mr Yu is independent and should be re-elected are set out below. During his tenure of office, Mr Yu has fulfilled all the requirements regarding independence of an independent non-executive Director and has provided annual confirmation of independence to the Company under Rule 3.13 of the Listing Rules and Paragraph 1.01 of the Listing Requirements.

In addition, Mr Yu continues to demonstrate the attributes of an independent non- executive Director by providing independent views and advices. There is no evidence that his tenure has had any impact on his independence. Following an assessment conducted by the Board through the Nomination Committee of the Company, the Board viewed that Mr Yu Hon To, David is committed to his duties and responsibilities as a director of the Company and remains objective and independent in expressing his views and participating in deliberations and decision-makings of the Board and the Board committees, notably in fulfilling his responsibilities as the Chairman of Audit Committee. His professional expertise in the audit and finance sector, his knowledge in corporate governance and regulatory matters and his experience in the business of the Group will continue to contribute to the effective functioning of the Board and the Board committees, thereby safeguarding the interests of the Shareholders.

As at the Latest Practicable Date, Mr Yu held directorships in nine listed companies including the Company and its subsidiary company OMG. Notwithstanding his directorships in nine listed companies, the Board is satisfied with his contribution to the Company as evidenced by high attendance rate during his tenure of office and believes that he will still be able to devote sufficient time to the Board.

In view of the above, the Board considers that it is in the best interests of the Board, the Company and the Shareholders as a whole to retain Mr Yu as an independent non-executive Director and recommends him for retention at the forthcoming AGM, pursuant to Practice 4.1 of the Malaysian Code on Corporate Governance.

5 DIRECTORS' RECOMMENDATION

The Directors are of the opinion that the Share Buy-back Mandate, the general mandate to issue new Shares, the extension of the general mandate to issue additional Shares, the reelection of the retiring Directors and the proposed retention of an independent Director are in the best interests of the Company and the Shareholders as a whole. Accordingly, they recommend that you vote in favour of all the relevant resolutions to be tabled at the forthcoming AGM.

6 AGM

The notice convening the AGM to vote on the relevant resolutions and the proxy form are enclosed in the Annual Report 2019/20 accompanying this circular. The AGM will be held at

Sin Chew Media Corporation Berhad, Cultural Hall, No. 78, Jalan Universiti, Seksyen 13, 46200 Petaling Jaya, Selangor Darul Ehsan, Malaysia (''Broadcast Venue''); and (ii) 15th Floor, Block A, Ming Pao Industrial Centre, 18 Ka Yip Street, Chai Wan, Hong Kong on Wednesday, 26 August 2020 at 10:00 a.m. for the purpose of considering, and, if thought fit, passing, inter alia, the Share Buy-back Resolution, and the ordinary resolutions pertaining to the general mandate to issue new Shares, the extension of the general mandate to issue

- 26 -

PART B: LETTER FROM THE BOARD

additional Shares, the re-election of the Directors and the retention of an independent Director, under the agenda of special business as set out in the notice enclosed in the Annual Report 2019/20.

7 ACTION TO BE TAKEN

8 FURTHER INFORMATION

Shareholders are requested to refer to the attached appendices for additional information.

Yours faithfully,

On behalf of the Board of

MEDIA CHINESE INTERNATIONAL LIMITED

Dato' Sri Dr Tiong Ik King

Non-Executive Chairman

- 27 -

APPENDIX I	GENERAL INFORMATION

1 RESPONSIBILITY STATEMENT

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

2 VOTING BY POLL

As required under Rule 13.39(4) of the Listing Rules and Paragraph 8.29A of the Listing Requirements, any vote of shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Accordingly, all resolutions will be put to vote by way of poll at the AGM. An announcement on the poll results will be made by the Company after the AGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

3 LITIGATION

As at the Latest Practicable Date, save as disclosed below, the Group is not engaged in any material litigation, claim or arbitration, either as plaintiff or defendant, which has a material effect on the financial position of the Group and the Directors are not aware of any proceedings, pending or threatened, against the Group or of any fact likely to give rise to any proceedings which might materially and adversely affect the position or business of the Group.

Chang Lee Kwan was the previous editor of Ming Pao Daily News (明報) from January 1986 to August 2015 and Ming Pao Newspapers Limited, were respectively named as the 2nd and 3rd defendant in Court of First Instance Action No. 1053 of 2017, whereby the plaintiff, Ma Siu Siu Vivian, commenced proceedings on 2 May 2017 for alleged defamatory article in Ming Pao Daily News published on 5 May 2011. The statement of claim was filed on 2 May 2017 and the defence was filed on 26 July 2017. The plaintiff filed her reply to the defence on 3 October 2017, and the case was dormant since then.
The plaintiff, ST Productions Limited commenced proceedings on 27 September 2016 against Leung Hiu Yan as the defendant under the Court of First Instance Action No. 2496 of 2016 for the contractual dispute in relation to the artiste management agreement between the plaintiff and the defendant dated 1 June 2015. On 6 January 2017, the plaintiff obtained an interlocutory judgment against the defendant as a result of the defendant's failure to file and serve her defence within the prescribed time limit. On 16 May 2017, the defendant filed a summons application to the Court to set aside the interlocutory judgment. The plaintiff has prepared a reply to such application and has until 22 June 2017 to do so, which has been extended for 28 days up to 20 July 2017. After the plaintiff's reply, a hearing date for the summons application has been fixed by the Court on 23 November 2017. During the summons hearing on 23 November 2017, the Court set aside the

- 28 -

APPENDIX I	GENERAL INFORMATION

interlocutory judgment dated 6 January 2017 and the matter would need to proceed to trial. The parties have filed their timetabling questionnaires and the parties have attempted mediations on 13th and 30th June 2018 respectively, but were unsuccessful. The case was dormant since then.

Ming Pao Magazines Limited and Lung King Cheong (former editor-in-chief of Ming Pao Weekly), were named as the first and second defendants under Court of First Instance Action No.2389 of 2013, whereby the plaintiff, Cheung Pak Chi, Cecilia, commenced proceedings on 9 December 2013 for defamation in relation to an article published in Ming Pao Weekly on 21 September 2013. On 27 September 2016, the plaintiff filed a notice of intention to proceed indicating her intention to proceed the action, but as at the date hereof, the plaintiff has not yet taken any further steps to proceed with the action, and the case was dormant since then.

The Company or the Group has received a number of complaints and letters of demand, some of which have not yet resulted in proceedings being issued, and the Company believes that these are not likely to be pursued. Other matters have involved proceedings being issued but further recent action has not been taken, and the Company believes it is unlikely that the plaintiff will take further action in these inactive cases.

4 MATERIAL CONTRACTS

Save as disclosed below, the Group has not entered into any material contracts, not being contracts in the ordinary course of business, within two years immediately preceding the date of this circular, and are or may be material:

On 30 November 2018, the Company's wholly-owned subsidiary, SCMCB entered into the sale and purchase agreement with Optical Communication Engineering Sdn Bhd (''OCE'') to acquire a parcel of the leasehold land together with buildings thereon measuring approximately 4,364.41 square metres held under title known as H.S. (D) 262209 No. P.T. 18 Bandar Petaling Jaya, Daerah Petaling, Negeri Selangor, Malaysia for a total cash consideration of RM18,400,000. The transaction was completed on 22 February 2019.
By virtue of the interests of the following directors and major shareholders of the Company, the transaction with OCE was a related party transaction under the Listing Requirements or a connected transaction under the Listing Rules:
. TSTHK is a major shareholder and director of OCE.
. Dato' Sri Dr Tiong Ik King is a shareholder of OCE.
. Ms Tiong Choon is a director of OCE.
Details of the transaction were set out in the Company's announcements to Bursa Securities and HKEX on 30 November 2018 and 22 February 2019 respectively.

- 29 -

APPENDIX I	GENERAL INFORMATION

5 DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are available for inspection during normal office hours on any weekday (except public holidays) at (i) the registered office of the Company in Malaysia at 12th Floor, Menara Symphony, No. 5, Jalan Prof. Khoo Kay Kim, Seksyen 13, 46200 Petaling Jaya, Selangor Darul Ehsan, Malaysia; and (ii) the Hong Kong head office and principal place of business at 15th Floor, Block A, Ming Pao Industrial Centre, 18 Ka Yip Street, Chai Wan, Hong Kong for a period from the date of this circular to the date of the AGM:

the memorandum of association and Bye-Laws of the Company;
the audited consolidated financial statements of the Company for the past two financial years ended 31 March 2019 and 31 March 2020 and the latest unaudited results since the last audited accounts;
the Annual Report 2019/20;
cause papers of the litigation as referred to in the paragraphs headed ''Litigation'' in this appendix; and
the material contracts as referred to in the paragraph headed ''Material Contracts'' in this appendix.

- 30 -

APPENDIX II	DETAILS OF SUBSIDIARIES

SUBSIDIARIES OF THE COMPANY

In compliance with the Listing Requirements, details of the subsidiaries of the Company as at the Latest Practicable Date are as follows:

	Date and	Paid-up issued/	Effective
	country of	registered	equity
Name of company	incorporation	capital	interest	Principal activities
			%
Subsidiaries of the Company in Hong Kong
Charming Holidays Limited	13.01.1987;	HK$1,000,000	100.00	Provision of travel and
	Hong Kong			travel related services
Charming Holidays (North	01.06.1993;	HK$2	100.00	Investment holding
America) Limited	Hong Kong
Holgain Limited	11.02.1992;	HK$20	100.00	Property investment
	Hong Kong
Kin Ming Printing Company	26.11.1964;	HK$10,000	100.00	Provision of printing
Limited	Hong Kong			services
WAW Creation Limited	07.08.2015;	HK$1	100.00	Provision of creative and
(formerly named as MCIL	Hong Kong			marketing solutions
Digital Limited)
Media2U Company Limited	29.09.1994;	HK$101	73.01	Magazines advertising &
	Hong Kong			operation
MediaNet Advertising Limited	27.03.2002;	HK$100	73.01	Media operation
	Hong Kong
Mingpao.com Limited	24.03.1994;	HK$2	100.00	Dormant
	Hong Kong
Ming Pao Education	11.12.2007;	HK$1	100.00	Digital multimedia
Publications Limited	Hong Kong			business and books
				publishing
Ming Pao Enterprise	24.11.1972;	HK$9,300	100.00	Dormant
Corporation Limited	Hong Kong

- 31 -

APPENDIX II	DETAILS OF SUBSIDIARIES

	Date and	Paid-up issued/	Effective
	country of	registered	equity
Name of company	incorporation	capital	interest	Principal activities
			%
Ming Pao Holdings Limited	26.11.1964;	HK$1,000,000	100.00	Investment holding and
	Hong Kong			provision of management
				services
Ming Pao Magazines Limited	02.05.1991;	HK$1,650,000	73.01	Publication of magazines
	Hong Kong
Ming Pao Newspapers	26.05.1987;	HK$2	100.00	Publication and
Limited	Hong Kong			distribution of
				newspapers and
				periodical
Ming Pao Publications	16.09.1986;	HK$10	100.00	Publication and
Limited	Hong Kong			distribution of books
Ming Pao Secretarial Services	24.05.1994;	HK$2	100.00	Dormant
Limited	Hong Kong
One Media (HK) Limited	03.10.1986;	HK$10	73.01	Investment holding
	Hong Kong
ST Productions Limited	27.03.2015;	HK$4,000,003	58.41	Artiste and events
	Hong Kong			management
Yazhou Zhoukan Limited	25.11.1993;	HK$9,500	100.00	Publication and
	Hong Kong			distribution of magazine
Subsidiaries of the Company in Malaysia
The China Press Berhad	15.05.1947;	RM4,246,682	99.75	Publication of newspaper
	Malaysia			and provision of printing
				services
Guang-Ming Ribao Sdn Bhd	26.10.1984;	RM4,000,000	100.00	Publication and
	Malaysia			distribution of newspaper

- 32 -

APPENDIX II	DETAILS OF SUBSIDIARIES

	Date and	Paid-up issued/	Effective
	country of	registered	equity
Name of company	incorporation	capital	interest	Principal activities
			%
Life Publishers Berhad	28.07.1971;	RM9,000,000	100.00	Dormant
	Malaysia
Malaysia Daily News Sdn	20.11.1968;	RM2,499,934	100.00	Dormant
Bhd	Malaysia
MCIL Multimedia Sdn Bhd	01.06.2000;	RM16,500,000	100.00	Provision of multimedia
	Malaysia			services and organisation
				of events
Mulu Press Sdn Bhd	29.03.1985;	RM500,000	100.00	Distribution of
	Malaysia			newspapers and provision
				of editorial and
				advertising services
Nanyang Press Holdings	23.07.1958;	RM79,466,375	100.00	Publication and
Berhad	Malaysia			distribution of newspaper
				and magazines,
				investment holding and
				letting of properties
Nanyang Press Marketing Sdn	04.09.1963;	RM1,000,000	100.00	Provision of marketing
Bhd	Malaysia			and circulation services
				of newspapers
Nanyang Siang Pau Sdn Bhd	23.09.1965;	RM60,000,000	100.00	Publication of newspaper
	Malaysia			and magazines
Sinchew-i Sdn Bhd	31.05.2000;	RM25,000,000	100.00	Investment holding
	Malaysia
Sin Chew Media Corporation	15.03.1983;	RM151,467,497	100.00	Publication and
Berhad	Malaysia			distribution of newspaper
				and magazines and
				provision of printing
				services

- 33 -

APPENDIX II		DETAILS OF SUBSIDIARIES

	Date and	Paid-up issued/	Effective
	country of	registered	equity
Name of company	incorporation	capital	interest	Principal activities
			%
Subsidiaries of the Company outside Hong Kong and Malaysia
Beijing OMG M2U	20.05.2005;	RMB50,000,000	73.01	Magazines operation
Advertising Company	The People's
Limited(ii)	Republic of
	China
Best Gold Resources Limited	01.08.2012;	HK$1	73.01	Investment holding
	British Virgin
	Islands
Charming Holidays (Canada)	23.10.1990;	CAD15,000	100.00	Dormant
Inc.	Canada
Charming Holidays Holdings	15.08.2012;	US$1	100.00	Investment holding
Limited	British Virgin
	Islands
Charming Holidays	15.08.2012;	HK$0.01	100.00	Investment holding
International Limited	Cayman Islands
Comwell Investment Limited	30.08.2007;	HK$1	100.00	Investment holding
	British Virgin
	Islands
Delta Tour &	25.11.1987;	CAD530,000	100.00	Provision of travel and
Travel Services (Canada), Inc.	Canada			travel related services
Delta Tour &	09.03.1981;	US$300,500	100.00	Provision of travel and
Travel Services, Inc.	The United			travel related services
	States of
	America
Enston Investment Limited	12.12.2012;	HK$1	73.01	Investment holding
	British Virgin
	Islands

- 34 -

APPENDIX II	DETAILS OF SUBSIDIARIES

	Date and	Paid-up issued/	Effective
	country of	registered	equity
Name of company	incorporation	capital	interest	Principal activities
			%
First Collection Limited	21.12.1994;	US$1	100.00	Investment holding
	British Virgin
	Islands
Loka Investment Limited	12.12.2012;	HK$1	73.01	Investment holding
	British Virgin
	Islands
Media2U (BVI) Company	02.01.2004;	US$1	73.01	Investment holding
Limited	British Virgin
	Islands
Media Chinese International	24.10.2007;	HK$1	100.00	Investment holding
Holdings Limited	British Virgin
	Islands
Media Connect Investment	06.08.2009;	HK$1	73.01	Investment holding
Limited	British Virgin
	Islands
MediaNet Investment Limited	24.10.2007;	HK$1	100.00	Investment holding
	British Virgin
	Islands
MediaNet Resources Limited	03.10.2007;	HK$1	100.00	Investment holding
	British Virgin
	Islands
Ming Pao Enterprise	29.09.2008;	US$1	100.00	Investment holding
Corporation Limited	Cayman Islands
Ming Pao Finance Limited	24.01.1991;	US$10	73.01	Licensing of trademarks
	British Virgin
	Islands
Ming Pao Holdings (Canada)	22.01.1993;	CAD1	100.00	Investment holding
Limited	Canada

- 35 -

APPENDIX II		DETAILS OF SUBSIDIARIES

	Date and	Paid-up issued/	Effective
	country of	registered	equity
Name of company	incorporation	capital	interest	Principal activities
			%
Ming Pao Holdings (USA)	24.03.1994;	US$1	100.00	Investment holding
Inc.	The United
	States of
	America
Ming Pao International	23.01.1991;	US$100	100.00	Dormant
Investment Limited	British Virgin
	Islands
Ming Pao Investment	16.03.2007;	CAD1	100.00	Investment holding
(Canada) Limited	Canada
Ming Pao Investment (USA)	03.05.2007;	US$150,150	100.00	Dormant
L.P.	The United
	States of
	America
Ming Pao Newspapers	04.01.1993;	CAD11	100.00	Publication and
(Canada) Limited	Canada			distribution of
				newspapers and
				periodicals
Ming Pao (New York) Inc.	05.04.1994;	US$1	100.00	Dormant
	The United
	States of
	America
Ming Pao (San Francisco)	25.03.1994;	US$1	100.00	Dormant
Inc.	The United
	States of
	America
MP Printing Inc.	29.10.2003;	US$1	100.00	Dormant
	The United
	States of
	America
One Media Group Limited	11.03.2005;	HK$400,900	73.01	Investment holding
	Cayman Islands

- 36 -

APPENDIX II	DETAILS OF SUBSIDIARIES

	Date and	Paid-up issued/	Effective
	country of	registered	equity
Name of company	incorporation	capital	interest	Principal activities
			%
One Media Holdings Limited	16.01.2004;	US$200	73.01	Investment holding
	British Virgin
	Islands
Polyman Investment Limited	02.01.2013;	HK$1	73.01	Investment holding
	British Virgin
	Islands
PT Sinchew Indonesia	10.08.2012;	US$1,500,000	80.00	Acting as newspaper
	Republic of			distribution agent
	Indonesia
Shenzhen MediaNet Internet	08.11.2012;	RMB1,000,000	100.00	Provision of information
Services Company Limited(ii)	The People's			technology services
	Republic of
	China
Sinchew (USA) Inc.	31.08.2012;	US$200	100.00	Letting of property
	The United
	State of
	America
Sky Success Enterprises	17.03.2011;	US$1	73.01	Investment holding
Limited	British Virgin
	Islands
Sueur Investments Limited	20.12.1989;	US$1	100.00	Investment holding
	British Virgin
	Islands
Taiwan One Media Group	04.09.2015;	TWD1,000,000	73.01	Magazine publishing
Limited	Taiwan
Top Plus Limited	30.12.2003;	US$10	73.01	Investment holding
	British Virgin
	Islands

- 37 -

APPENDIX II		DETAILS OF SUBSIDIARIES

	Date and	Paid-up issued/	Effective
	country of	registered	equity
Name of company	incorporation	capital	interest	Principal activities
			%
Tronix Investment Limited	02.01.2013;	HK$1	73.01	Investment holding
	British Virgin
	Islands
Yazhou Zhoukan Holdings	15.01.2001;	HK$12,000	100.00	Investment holding
Limited	British Virgin
	Islands

Notes:

All companies operate in their respective places of incorporation, except for Best Gold Resources Limited, Charming Holidays Holdings Limited, Charming Holidays International Limited, Comwell Investment Limited, Enston Investment Limited, First Collection Limited, Loka Investment Limited, Media2U (BVI) Company Limited, Media Chinese International Holdings Limited, Media Connect Investment Limited, MediaNet Investment Limited, MediaNet Resources Limited, Ming Pao Enterprise Corporation Limited, Ming Pao Finance Limited, Ming Pao International Investment Limited, One Media Group Limited, One Media Holdings Limited, Polyman Investment Limited, Sky Success Enterprises Limited, Sueur Investments Limited, Top Plus Limited, Tronix Investment Limited and Yazhou Zhoukan Holdings Limited, which operate principally in Hong Kong.
This subsidiary was established in the People's Republic of China in the form of wholly-owned foreign enterprises.
MCIL Business Incubation Sdn Bhd is a subsidiary company incorporated in Malaysia. The company has commenced a member's voluntarily winding-up on 8 January 2020.

- 38 -

APPENDIX III	DETAILS OF PROPERTIES AND RENTAL

(A) MPSB's tenancy of the following properties from TTS&S as landlord:

			Size of
		Type of	premises
	Location of properties	property	rented
			(square feet)
1.	No. 25, Second Floor, Jalan Kampung	Office	1,200
	Nyabor, 96000 Sibu, Sarawak, Malaysia.
2.	No. 25, Ground Floor, Jalan Kampung	Office	1,200
	Nyabor, 96000 Sibu, Sarawak, Malaysia.

(B) MPSB's tenancy of the following properties from RHH as landlord:

			Size of
		Type of	premises
	Location of properties	property	rented
			(square feet)
1.	Lot 235-236, Kemena Commercial Centre,	Office	1,728
	Jalan Tanjung Batu, 97000 Bintulu,
	Sarawak, Malaysia.
2.	Lot 9950, No. 103, Ground Floor & 2nd	Office	2,400
	Floor, RH Commercial Centre, Lorong
	Lapangan Terbang 1, 93250 Kuching,
	Sarawak, Malaysia.
3.	2nd Floor, Lot 9951, Block 16, Kuching	Office	1,206
	Central Land District, Jalan Stutong,
	93350 Kuching, Sarawak, Malaysia.

Monthly rental

(RM)

400

2,100

2,500

Monthly rental

(RM)

1,500

3,800

500

5,800

- 39 -

APPENDIX IV	EXPLANATORY STATEMENT FOR SHARE BUY-BACK

This appendix serves as an explanatory statement, as required by the Listing Requirements and the Listing Rules, to provide you with the relevant information for your consideration of the proposal to permit the Company to repurchase Shares up to a maximum of 10% of the total number of the issued Shares of the Company as at the date of passing the Share Buy-back Resolution.

1 DETAILS OF THE PROPOSED RENEWAL OF SHARE BUY-BACK MANDATE

The Board proposes to seek a renewal of the authority from its Shareholders to purchase up to 10% of the total number of issued Shares.

As at the Latest Practicable Date, the number of issued Shares of the Company was 1,687,236,241 Shares. Subject to the passing of the Share Buy-back Resolution and on the basis that no further Shares are issued or repurchased prior to the forthcoming AGM, the maximum number of Shares which the Company may repurchase is 168,723,624, representing not more than 10% of the total number of the issued Shares of the Company as at the Latest Practicable Date.

The authorisation from the Shareholders for the Share Buy-back Mandate will be effective immediately after the passing of the Share Buy-back Resolution to be tabled at the forthcoming AGM and will continue to be in full force until:

the conclusion of the next AGM of the Company following the passing of the Share Buy-back Resolution, at which time it will lapse, unless by ordinary resolution passed at that general meeting, the authority is renewed, either unconditionally or subject to conditions;
the expiration of the period within which the next AGM of the Company is required by applicable laws or the Bye-Laws of the Company to be held; or
revoked or varied by ordinary resolution passed by the Shareholders in general meeting,

whichever occurs first.

The proposed renewal of Share Buy-back Mandate does not impose an obligation on the Company to purchase its own Shares but, rather, it will allow the Board to exercise the power of the Company to purchase its own Shares at any time within the abovementioned time period.

The actual number of Shares to be purchased, the total amount of funds involved for each purchase and the funding of the purchase will depend on the market conditions and sentiments of the stock market as well as the financial resources of the Company.

No treasury shares will be retained by the Company as all Shares repurchased must be cancelled in accordance to Rule 10.06(5) of the Listing Rules.

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APPENDIX IV	EXPLANATORY STATEMENT FOR SHARE BUY-BACK

2 FUNDING FOR SHARE BUY-BACK

In repurchasing Shares, the Company may only apply funds which will be legally available for such purpose in accordance with the Company's memorandum of association, the Bye-Laws and the Companies Act 1981 of Bermuda. The Companies Act 1981 of Bermuda provides that the amount of capital repayable in connection with a repurchase of Shares may only be paid out of the capital paid up on such Shares or out of the funds of the Company which would otherwise be available for dividend or distribution or out of the proceeds of a new issue of Shares made for the purpose. The Companies Act 1981 of Bermuda further provides that the amount of premium payable on repurchase may only be paid out of the funds of the Company otherwise available for dividend or distribution or out of the Company's share premium account before the Shares are repurchased.

The Board proposes to allocate a maximum amount not exceeding the retained profits and/or share premium account of the Company for the repurchase of Shares pursuant to the Share Buy-back Mandate, subject to compliance with the Act, and any prevailing laws, rules, regulations, orders, guidelines and requirements issued by relevant authorities at the time of the purchase. Based on the latest audited financial statements for the financial year ended 31 March 2020, the retained profits and share premium account of the Company were US$168,522,000 and US$54,664,000, respectively.

The repurchase of Shares pursuant to the Share Buy-back Mandate shall be funded from internally generated funds and/or external borrowings, the proportion of which will only be determined later depending on the available internally generated funds, actual number of Shares to be repurchased and other relevant cost factors. In the event the Company decides to use external borrowings, the Company will ensure that it has sufficient financial capability to repay such borrowings and that the external borrowings are not expected to have any adverse effects on the cash flow of the Company.

3 ADVANTAGES/RATIONALE FOR THE SHARE BUY-BACK MANDATE

The Share Buy-back Mandate will enable the Company to utilise its surplus financial resources to repurchase Shares as and when the Board deems fit in the interest of the shareholders during the proposed mandate period. It may stabilise the supply and demand of Shares traded on HKEX and Bursa Securities and thereby support the fundamental value of the Shares if required.

The Share Buy-back Mandate would effectively reduce the number of Shares carrying voting and participation rights. As such, in arriving at the earning per share of the Company, the earnings of the Company would be divided by a reduced number of Shares. Based on among other things, the current market price of the Shares, shareholders may enjoy an increase in the value of their investment in the Company arising from the consequent increase in earnings per Share.

4 POTENTIAL DISADVANTAGES OF THE SHARE BUY-BACK MANDATE

The Share Buy-back Mandate is not expected to have any potential material disadvantages to the Group and Shareholders.

- 41 -

APPENDIX IV	EXPLANATORY STATEMENT FOR SHARE BUY-BACK

The Share Buy-back Mandate, if implemented, would reduce the financial resources of the Group. This may result in the Group having to forego future investment opportunities and/or any income that may be derived from the deposit of such funds in interest bearing instruments. The Share Buy-back Mandate may also result in a reduction of financial resources available for distribution in the form of cash dividends to Shareholders.

Nevertheless, the Board is mindful of the interest of the Company and its shareholders and will be prudent in implementing the Share Buy-back Mandate.

5 EFFECTS OF THE SHARE BUY-BACK MANDATE 5.1 Issued Share Capital

The Share Buy-back Mandate will result in the reduction of the total number of issued share capital of the Company as the Shares repurchased are to be cancelled pursuant to Rule 10.06(5) of the Listing Rules. The pro forma effects of the Share Buy- back Mandate on the issued share capital of the Company as at the Latest Practicable Date, assuming the repurchased Shares are cancelled, are illustrated below:

	Number of
	Shares
Number of issued Shares as at Latest Practicable Date	1,687,236,241
Maximum number of Shares which may be repurchased and
cancelled pursuant to the Share Buy-Back Mandate	168,723,624
Resulting issued Shares upon completion of cancellation of
maximum number of Shares which may be repurchased under the
Share Buy-Back Mandate	1,518,512,617

5.2 Net Assets (''NA'')

The effects of the Share Buy-back Mandate on the NA of the Company will depend on the purchase price and number of Shares purchased. The Share Buy-back Mandate will reduce the consolidated NA per Share if the purchase price exceeds the consolidated NA per Share at the time of the purchase. Conversely, it would increase the consolidated NA per Share if the purchase price is less than the consolidated NA per Share of the Company at the time of the purchase.

5.3 Earnings

The impact on the earnings of the Company and the Group depends on the purchase prices, the number of Shares purchased and the effective funding cost of the purchase or loss in interest income to the Group. The Shares purchased by the Company will be cancelled, hence the net earnings per Share may increase as a result of the reduction in the total number of issued Share capital of the Company.

- 42 -

APPENDIX IV	EXPLANATORY STATEMENT FOR SHARE BUY-BACK

5.4 Working Capital

The Share Buy-back Mandate is likely to reduce funds available for working capital purposes of the Group, the quantum depends on the purchase prices and the actual number of Shares repurchased. The cash flow of the Company will be reduced relatively to the number of Shares eventually purchased and the purchase prices of the Shares.

5.5 Dividends

Assuming the proposed Share Buy-back is implemented in full and the dividend quantum is maintained at historical levels, the proposed Share Buy-back will have the effect of increasing the dividend rate of the Company as a result of the reduction in the number of issued share capital of the Company.

The Company has declared the following dividends for the financial year ended 31 March 2020:

	Dividend rate
	US cents per
	ordinary share of
	HK$0.1 each
First interim dividend	US0.160 cents	Paid on 30	December 2019
Second interim dividend	US0.100 cents		Paid on 30	July 2020
Total	US0.260 cents

5.6 Shareholding of Directors and Substantial Shareholders

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, their close associates, have any present intention to sell any Shares to the Company under the Share Buy-back Mandate.

No core connected persons (as defined under the Listing Requirements and Listing Rules) have notified the Company that they have a present intention to sell Shares to the Company, or have undertaken not to do so, in the event that the Share Buy-back Mandate is approved by the shareholders.

- 43 -

APPENDIX IV	EXPLANATORY STATEMENT FOR SHARE BUY-BACK

In the event that the Share Buy-back Mandate is exercised in full and all the Shares repurchased are cancelled, and on the assumption and that the Company will repurchase Shares from shareholders other than the Directors and substantial shareholders, the pro forma effects of the Share Buy-back Mandate on the shareholdings of the Directors and substantial shareholders of the Company as at the Latest Practicable Date, are set out as follows:

		As at Latest Practicable Date		After full exercise of Share Buy-back Mandate
		Direct		Indirect		Direct		Indirect
		No. of Shares	%	No. of Shares	%	No. of Shares	%	No. of Shares	%
Director(7)			253,987,700(1)				253,987,700(1)
Dato' Sri Dr Tiong Ik King	35,144,189	2.08%	15.05%	35,144,189	2.31%	16.73%
Ms Tiong Choon	2,654,593	0.16%	1,676,952(2)	0.10%	2,654,593	0.17%	1,676,952(2)	0.11%
Mr Tiong Kiew Chiong	4,087,539	0.24%	-	-	4,087,539	0.27%	-	-
Mr Leong Chew Meng	80,000	-*	-	-	80,000	0.01%	-	-
Substantial Shareholder(8)
TTSH		378,998,616	22.46%	-	-	378,998,616	24.96%	-	-
Conch		253,987,700	15.05%	-	-	253,987,700	16.73%	-	-
Kinta	Hijau	129,424,143	7.67%	-	-	129,424,143	8.52%	-	-
TSTHK	87,109,058	5.16%	1,007,078,756(3)	59.69%	87,109,058	5.74%	1,007,078,756(3)	66.32%
Dato' Sri Dr Tiong Ik King	35,144,189	2.08%	253,987,700(1)	15.05%	35,144,189	2.31%	253,987,700(1)	16.73%
TSL		65,319,186	3.87%	131,168,460(4)	7.77%	65,319,186	4.30%	131,168,460(4)	8.64%
TTSE		1,744,317	0.10%	129,424,143(5)	7.67%	1,744,317	0.11%	129,424,143(5)	8.52%
Seaview Global Company			253,987,700(6)				253,987,700(6)
Limited	-	-	15.05%	-	-	16.73%
*	negligible

Notes:

Deemed interested by virtue of his interests in Seaview Global Company Limited and Conch.
Deemed interested by virtue of her interests in TCB and her spouse's interests.
Deemed interested by virtue of his spouse's interests and his interests in TTSH, Conch, Kinta Hijau, TTSE, Ezywood, TSL, Madigreen, RHS, RHSA and PAA.
Deemed interested by virtue of its interests in TTSE and Kinta Hijau.
Deemed interested by virtue of its interests in Kinta Hijau.
Deemed interested by virtue of its interests in Conch.
The interests of the directors of the Company presented in the above are based on information set out in the register of interests of the directors, chief executives and their associates in the shares, underlying shares or debentures of the Company maintained under Section 352 of the SFO as at the Latest Practicable Date.
The interests of the substantial shareholders of the Company presented in the above are based on information set out in the register of interests and short positions maintained under Section 336 of the SFO as at the Latest Practicable Date.

- 44 -

APPENDIX IV	EXPLANATORY STATEMENT FOR SHARE BUY-BACK

6 PUBLIC SHAREHOLDINGS SPREAD

As at the Latest Practicable Date, approximately 534,956,958 Shares were held by public shareholders and the public shareholding spread of the Company was approximately 31.71% of the issued share capital of the Company.

The public shareholding spread would be reduced to approximately 24.12% pursuant to the Share Buy-back Mandate, assuming the Company implements the Share Buy-back Mandate in full and that the Shares purchased are from public shareholders.

In this regard, the Board has undertaken to Bursa Securities and to HKEX to exercise the power of the Company to make repurchases pursuant to the Share Buy-back Mandate in accordance with the Listing Requirements, the Listing Rules, and the laws of Bermuda prevailing at the time of the repurchase including compliance with the twenty-five per cent (25%) public shareholding spread as required by the Listing Requirements and the Listing Rules.

7 IMPLICATIONS RELATING TO THE HONG KONG TAKEOVERS CODE AND MALAYSIAN TAKE-OVERS AND MERGER CODE

As it is not intended for the Share Buy-back Mandate to trigger the obligation to undertake a mandatory general offer under the Hong Kong Takeovers Code or the Malaysian Take-Overs and Merger Code for any of the substantial shareholders and parties acting in concert with them, the Board will ensure that only such number of Shares will be repurchased and cancelled so that neither the Hong Kong Takeovers Code nor the Malaysian Take-overs and Merger Code will be triggered. In this connection, the Board is mindful of the requirements when making any repurchase of Shares pursuant to the Share Buy-back Mandate. The Directors are not aware of any consequences which will arise under the Hong Kong Takeovers Code or the Malaysian Take-Overs and Merger Code as a result of any repurchases made under the Share Buy-back Mandate. The Board has reasonable grounds to believe that there is no implication relating to the Hong Kong Takeovers Code or the Malaysian Take- Overs and Merger Code arising from the authority given under the Share Buy-back Mandate.

8 INTERESTS OF DIRECTORS, SUBSTANTIAL SHAREHOLDERS' INTERESTS AND PERSONS CONNECTED TO THEM

Save for the consequential increase in the percentage shareholdings of the Directors and the substantial shareholders as a result of the Share Buy-back Mandate, none of the Directors and/or substantial shareholders of the Company and persons connected to them have any interest, direct or indirect, in the Share Buy-back Mandate.

9 SHARE BUY-BACKS/REPURCHASES MADE BY THE COMPANY

During the financial year ended 31 March 2020, neither the Company nor any of its subsidiaries had purchased, sold or the Company had redeemed any of the Company's Shares.

The Company has not repurchased any of its Shares (whether on HKEX or Bursa Securities) in the twelve (12) months preceding the Last Practicable Date.

- 45 -

APPENDIX IV	EXPLANATORY STATEMENT FOR SHARE BUY-BACK

10 HISTORICAL PRICES OF SHARES

The monthly highest and lowest prices of the Shares as traded on HKEX and Bursa Securities for the past twelve (12) months before the Latest Practicable Date are as follows:

	Highest price	Lowest price
		Bursa		Bursa
	HKEX	Securities	HKEX	Securities
	(HK$)	(RM)	(HK$)	(RM)
July 2020 (up to the Latest
Practicable Date)	0.305	0.185	0.295	0.170
June 2020	0.335	0.205	0.290	0.175
May 2020	0.345	0.215	0.280	0.180
April 2020	0.335	0.210	0.290	0.165
March 2020	0.410	0.225	0.232	0.120
February 2020	0.375	0.240	0.330	0.190
January 2020	0.450	0.255	0.350	0.220
December 2019	0.455	0.245	0.330	0.180
November 2019	0.350	0.200	0.305	0.150
October 2019	0.325	0.180	0.300	0.160
September 2019	0.350	0.185	0.290	0.165
August 2019	0.365	0.185	0.300	0.165
July 2019	0.385	0.190	0.335	0.175

(source: HKEX and Bursa Securities)

11 APPROVALS REQUIRED

The Share Buy-back Mandate is subject to approval of the Share Buy-back Resolution being obtained from the Shareholders at the forthcoming AGM.

- 46 -

APPENDIX V	DETAILS OF DIRECTORS PROPOSED TO BE
	RE-ELECTED AND RETAINED

The following are the particulars of the Directors proposed to be re-elected and retained at the forthcoming AGM in accordance with Bye-Laws and the Malaysian Code on Corporate Governance:

1. Dato' Sri Dr Tiong Ik King, Malaysian, aged 69, was appointed as an executive director of the Company on 20 October 1995 and was re-designated as a non- executive director on 1 April 2017. He was then appointed as the Chairman of the Company on 1 April 2018. He has extensive experience in media and publishing, information technology, timber, plantations, oil palm and manufacturing industries.

Dato' Sri Dr Tiong graduated from the National University of Singapore with an M.B.B.S. Degree in 1975 and became a member of the Royal College of Physicians, United Kingdom (M.R.C.P.) in 1977. He was conferred the datukship title of Dato' Sri by the Sultan of Pahang, Malaysia on 24 October 2008 in recognition of his contribution to the country.

Dato' Sri Dr Tiong currently serves as a non-executive director of Jaya Tiasa Holdings Berhad, a listed company in Malaysia and as a non-executive director and Chairman of RH Petrogas Limited, a listed company in Singapore. He is a trustee of Yayasan Sin Chew and sits on the board of a subsidiary of the Company.

He is a brother of Tan Sri Datuk Sir Tiong Hiew King, an uncle of Ms Tiong Choon and a distant relative of Mr Tiong Kiew Chiong. Both Dato' Sri Dr Tiong and Tan Sri Datuk Sir Tiong Hiew King are substantial shareholders of the Company. In addition, Ms Tiong Choon and Mr Tiong Kiew Chiong are directors of the Company.

Save as disclosed herein, Dato' Sri Dr Tiong has not held any directorship in other public companies in the past three years and does not have any relationship with any other directors, senior management, substantial shareholders or controlling shareholders of the Company and has not held any other positions with any members of the Group.

As at the Latest Practicable Date, Dato' Sri Dr Tiong has personal interest in 35,144,189 Shares and corporate interest in 253,987,700 Shares within the meaning of Part XV of the SFO.

Dato' Sri Dr Tiong has entered into a letter of appointment with the Company for a term of 2 years commencing on 1 April 2020 to 31 March 2022. The appointment as Director of Dato' Sri Dr Tiong is subject to retirement by rotation and re-election at annual general meetings of the Company in accordance with the Bye-Laws. The remuneration to be received by Dato' Sri Dr Tiong will be determined with reference to his experience and responsibilities in the Company. For the year ended 31 March 2020, total emoluments paid by the Group to Dato' Sri Dr Tiong amounted to US$39,000.

- 47 -

APPENDIX V	DETAILS OF DIRECTORS PROPOSED TO BE
	RE-ELECTED AND RETAINED

Dato' Sri Dr Tiong has confirmed that there is no information which is discloseable nor is/was he involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there is no other matter which needs to be brought to the attention of the Shareholders in connection with his re-election.

2. Ms Tiong Choon, Malaysian, aged 51, was appointed as a non-executive director of the Company on 31 March 2013 and was re-designated as an executive director of the Company on 17 July 2017. She was appointed as the Chairman of OMG on 1 April 2018, a subsidiary of the Company which is listed on the main board of the HK Stock Exchange. She sits on the board of SCMCB and a number of subsidiaries of the Company. She has started her career with Rimbunan Hijau Group since 1991 and served in various managerial and senior positions in plantation and hospitality sectors. She holds a Bachelor of Economics Degree from Monash University, Australia. She is currently a non-independentnon-executive director of Jaya Tiasa Holdings Berhad, a listed company in Malaysia.

Ms Tiong is a daughter of Tan Sri Datuk Sir Tiong Hiew King, a niece of Dato' Sri Dr Tiong Ik King and a distant relative of Mr Tiong Kiew Chiong. Both Dato' Sri Dr Tiong Ik King and Tan Sri Datuk Sir Tiong Hiew King are substantial shareholders of the Company. In addition, Dato' Sri Dr Tiong Ik King and Mr Tiong Kiew Chiong are directors of the Company.

Save as disclosed herein, Ms Tiong has not held any directorship in other public companies in the past three years and does not have any relationship with any other directors, senior management, substantial shareholders or controlling shareholders of the Company and has not held any other positions with any members of the Group.

As at the Latest Practicable Date, Ms Tiong has personal interest in 2,654,593 Shares, family interest in 1,023,632 Shares and corporate interest in 653,320 Shares within the meaning of Part XV of the SFO.

Ms Tiong has entered into a letter of appointment with the Company for a term of 2 years commencing on 1 April 2019 to 31 March 2021. The appointment as Director of Ms Tiong is subject to retirement by rotation and re-election at annual general meetings of the Company in accordance with the Bye-Laws. The remuneration to be received by Ms Tiong will be determined with reference to her experience and responsibilities in the Company. For the year ended 31 March 2020, total emoluments paid by the Group to Ms Tiong amounted to US$75,000.

Ms Tiong has confirmed that there is no information which is discloseable nor is/was she involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there is no other matter which needs to be brought to the attention of the Shareholders in connection with her re-election.

- 48 -

APPENDIX V	DETAILS OF DIRECTORS PROPOSED TO BE
	RE-ELECTED AND RETAINED

Mr Tiong Kiew Chiong, Malaysian, aged 60, was appointed as an executive director of the Company on 2 May 1998. He is the Group Chief Executive Officer, the Chairman of the Group Executive Committee and a member of Remuneration Committee of the Company. He is also the Deputy Chairman of OMG, a subsidiary of the Company which has been listed on the main board of the HK Stock Exchange since October 2005. Mr Tiong sits on the board of Nanyang Press Holdings Berhad, The China Press Berhad and a number of subsidiaries of the Company. He is also the alternate Trustee to Dato' Sri Dr Tiong Ik King in Yayasan Sin Chew. He has extensive experience in media and publishing business and is also one of the founders of The National, an English newspaper in Papua New Guinea launched in 1993. Mr Tiong obtained his Bachelor Degree of Business Administration (Honours) from York University, Toronto, Canada in 1982.
He is a distant relative of Tan Sri Datuk Sir Tiong Hiew King, Dato' Sri Dr Tiong Ik King and Ms Tiong Choon. Both Dato' Sri Dr Tiong Ik King and Tan Sri Datuk Sir Tiong Hiew King are substantial shareholders of the Company. In addition, Dato' Sri Dr Tiong Ik King and Ms Tiong Choon are directors of the Company.
Save as disclosed herein, Mr Tiong has not held any directorship in other public companies in the past three years and does not have any relationship with any other directors, senior management, substantial shareholders or controlling shareholders of the Company and has not held any other positions with any members of the Group.
As at the Latest Practicable Date, Mr Tiong has personal interest in 4,087,539 Shares within the meaning of Part XV of the SFO.
Mr Tiong has entered into a letter of appointment with the Company for a term of 2 years commencing on 1 April 2020 to 31 March 2022. The appointment as Director of Mr Tiong is subject to retirement by rotation and re-election at annual general meetings of the Company in accordance with the Bye-Laws. The remuneration to be received by Mr Tiong will be determined with reference to his experience and responsibilities in the Company. For the year ended 31 March 2020, total emoluments paid by the Group to Mr Tiong amounted to US$469,000.
Mr Tiong has confirmed that there is no information which is discloseable nor is/was he involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there is no other matter which needs to be brought to the attention of the Shareholders in connection with her re-election.
Datuk Chong Kee Yuon, Malaysian, aged 54, was appointed as an independent non- executive director of the Company on 1 April 2016. He is the Chairman of the Remuneration Committee and a member of the Audit Committee and Nomination Committee of the Company. He graduated from the University of Wisconsin, Madison in the United States in 1989 with a Bachelor of Business Administration. Datuk Chong has over 25 years of experience in the field of education and corporate

- 49 -

APPENDIX V	DETAILS OF DIRECTORS PROPOSED TO BE
	RE-ELECTED AND RETAINED

training. He is the managing director of Erican Education Group, an education provider engaging in tertiary education, early education, language training and corporate training. He is also the president of Branding Association of Malaysia.

Save as disclosed above, Datuk Chong has not held any directorship in any other public listed companies in the last three years or any other positions with the Company or other members of the Group.

Datuk Chong has given his written annual confirmation of independence to the Company and the nomination committee of the Company had assessed and reviewed it based on the independence criteria as set out in Rule 3.13 of the Listing Rules. Datuk Chong does not have any relationship with any other Directors, senior management, substantial Shareholders or controlling Shareholders. The Board is also not aware of any circumstance that might influence Datuk Chong in exercising independent judgment, and is satisfied that he has the required character, integrity, independence and experience to fulfill the role of an independent non-executive Director and he will be able to maintain an independent view of the Group's affairs. The Board considers him to be independent.

The Board is of the view that Datuk Chong is beneficial to the Board with diversity of his comprehensive business experience that contributes to invaluable expertise, continuity and stability to the Board and the Company has benefited greatly from his contribution and valuable insights derived from his in-depth knowledge of the Company. The Board believes that he will continue to contribute effectively to the Board.

As at the Latest Practicable Date, Datuk Chong was not interested in any Shares within the meaning of Part XV of the SFO.

Datuk Chong has entered into a letter of appointment with the Company for a term of 2 years commencing on 1 April 2020 to 31 March 2022. The appointment as Director of Datuk Chong is subject to retirement by rotation and re-election at annual general meetings of the Company in accordance with the Bye-Laws. The remuneration to be received by Datuk Chong will be determined with reference to his experience and responsibilities in the Company. For the year ended 31 March 2020, total emoluments paid by the Group to Datuk Chong amounted to US$22,000.

Datuk Chong has confirmed that there is no information which is discloseable nor is/ was he involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there is no other matter which needs to be brought to the attention of the Shareholders in connection with his re-election.

5. Mr Yu Hon To, David, Chinese, aged 72, was appointed as an independent non- executive Director of the Company on 30 March 1999. He is the Chairman of the Audit Committee and a member of the Remuneration Committee and Nomination Committee of the Company. He is also an independent non-executive director of

- 50 -

APPENDIX V	DETAILS OF DIRECTORS PROPOSED TO BE
	RE-ELECTED AND RETAINED

OMG, a subsidiary of the Company which has been listed on the main board of HKEX since October 2005 and MPH, a wholly-owned subsidiary of the Company. Mr Yu is a Fellow of the Institute of Chartered Accountants in England and Wales and an Associate of the Hong Kong Institute of Certified Public Accountants. He was formerly a partner of an international accounting firm with extensive experience in corporate finance, auditing and corporate management.

Mr Yu is an independent non-executive director of China Renewable Energy Investment Limited, China Resources Gas Group Limited, Haier Electronics Group Co., Limited, Keck Seng Investments (Hong Kong) Limited, MS Group Holdings Limited, New Century Asset Management Limited (the manager of New Century Real Estate Investment Trust which is listed on HKEX), and Playmates Holdings Limited, which are listed companies in Hong Kong. In the past three years preceding 31 March 2020, Mr Yu had been an independent non-executive director of Synergis Holdings Limited.

Save as disclosed above, Mr Yu has not held any directorship in any other public listed companies in the last three years or any other positions with the Company or other members of the Group.

Mr Yu has given his written annual confirmation of independence to the Company and the nomination committee of the Company had assessed and reviewed it based on the independence criteria as set out in Rule 3.13 of the Listing Rules. Mr Yu does not have any relationship with any other Directors, senior management, substantial Shareholders or controlling Shareholders. The Board is also not aware of any circumstance that might influence Mr Yu in exercising independent judgment, and is satisfied that he has the required character, integrity, independence and experience to fulfill the role of an independent non-executive Director and he will be able to maintain an independent view of the Group's affairs. The Board considers him to be independent.

The Board is of the view that Mr Yu is beneficial to the Board with diversity of his comprehensive business experience that contributes to invaluable expertise, continuity and stability to the Board and the Company has benefited greatly from his contribution and valuable insights derived from his in-depth knowledge of the Company. The Board believes that he will continue to contribute effectively to the Board.

As at the Latest Practicable Date, Mr Yu was not interested in any Shares within the meaning of Part XV of the SFO.

Mr Yu has entered into a letter of appointment with the Company for a term of 1 year commencing on 1 April 2020 to 31 March 2021. The appointment as Director of Mr Yu is subject to retirement by rotation and re-election at annual general meetings of the Company in accordance with the Bye-Laws. The remuneration to be received

- 51 -

APPENDIX V	DETAILS OF DIRECTORS PROPOSED TO BE
	RE-ELECTED AND RETAINED

by Mr Yu will be determined with reference to his experience and responsibilities in the Company. For the year ended 31 March 2020, total emoluments paid by the Group to Mr Yu amounted to US$54,000.

Mr Yu has confirmed that there is no information which is discloseable nor is/was he involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there is no other matter which needs to be brought to the attention of the Shareholders in connection with his retention as an independent Director.

- 52 -

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Media Chinese International Limited published this content on 24 July 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 July 2020 09:40:04 UTC

Market Closed - Hong Kong S.E. Other stock markets 04:08:17 2024-05-17 am EDT			5-day change	1st Jan Change
0.168 ^HKD	0.00%		0.00%	-11.58%

Mar. 01	Media Chinese International Unit Completes Sale of Building in Malaysia	MT
Feb. 29	Media Chinese International Swings to Fiscal Q3 Loss	MT

Media Chinese International Unit Completes Sale of Building in Malaysia	Mar. 01	MT
Media Chinese International Swings to Fiscal Q3 Loss	Feb. 29	MT
Media Chinese International Limited Reports Earnings Results for the Third Quarter and Nine Months Ended December 31, 2023	Feb. 28	CI
Media Chinese International Swings to First-Half Loss	Nov. 30	MT
Media Chinese International Limited Reports Earnings Results for the Second Quarter and Six Months Ended September 30, 2023	Nov. 29	CI
Media Chinese International Forecasts Swing to April-September Loss	Nov. 17	MT
Media Chinese International Limited Provides Earnings Guidance for the Six Months Ended 30 September 2023	Nov. 17	CI
Media Chinese International Unit Placed Under Voluntary Winding-Up	23-10-25	MT
Media Chinese International Limited Reports Earnings Results for the First Quarter Ended June 30, 2023	23-08-29	CI
Media Chinese International Limited Provides Group Earnings Guidance for the Three Months Ended 30 June 2023	23-08-11	CI
Media Chinese's Fiscal Q4 Loss Widens	23-05-30	MT
Media Chinese International Limited Reports Earnings Results for the Full Year Ended March 31, 2023	23-05-29	CI
Media Chinese International Limited Reports Earnings Results for the Fourth Quarter Ended March 31, 2023	23-05-29	CI
Media Chinese International Limited Announces the Interim (Semi-Annual) Dividend for the Financial Year Ended March 31, 2023, Payable on July 7, 2023	23-05-29	CI
Hong Kong 'firefighter' cartoonist bids farewell to newspaper strip after 40 years	23-05-15	RE
Media Chinese International Limited Reports Earnings Results for the Third Quarter and Nine Months Ended December 31, 2022	23-02-27	CI
Media Chinese International Logs $1.35 Million Profit for Fiscal Q2	22-11-29	MT
Media Chinese Chairman Resigns	22-11-29	MT
Media Chinese International Limited Announces Changes of Board, Effective 1 December 2022	22-11-28	CI
Media Chinese International Limited Reports Earnings Results for the Second Quarter and Six Months Ended September 30, 2022	22-11-28	CI
Media Chinese International Limited Announces Resignation of Dato' Sri Dr Tiong Ik King as Non Independent and Non Executive Chairman	22-11-27	CI
Media Chinese International Expects Swing to Profit in Fiscal H1	22-11-09	MT
Media Chinese to Swing to Profit in Fiscal H1	22-11-08	MT
Media Chinese International Limited Provides Earnings Guidance for the Six Months Ended 30 September 2022	22-11-08	CI
Media Chinese International Limited Reports Earnings Results for the First Quarter Ended June 30, 2022	22-08-29	CI

	1st Jan change	Capi.
MEDIA CHINESE INTERNATIONAL LIMITED	-11.58%	36.33M
PEARSON PLC	-0.64%	8.15B
SCHIBSTED ASA	+16.47%	7.28B
SAUDI RESEARCH AND MEDIA GROUP	+32.56%	4.95B
JIANGSU PHOENIX PUBLISHING & MEDIA CORPORATION LIMITED	+22.81%	3.81B
LAGARDÈRE S.A.	+18.88%	3.34B
CHINA SOUTH PUBLISHING & MEDIA GROUP CO., LTD	+22.91%	3.11B
KADOKAWA CORPORATION	+15.12%	2.86B
TX GROUP AG	+24.50%	1.76B
SOUTHERN PUBLISHING AND MEDIA CO.,LTD.	+3.23%	1.64B

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