Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong

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

This announcement appears for information purposes only and does not constitute an
invitation or offer to acquire, purchase or subscribe for securities.

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8156)

POSSIBLE DISCLOSEABLE TRANSACTION

INVOLVING ISSUE OF CONSIDERATION SHARES
UNDER A SPECIFIC MANDATE

THE ACQUISITIONS
On 15 March 2011 (after trading hours), the Purchaser entered into the Glory Man
Acquisition Agreement and the Sky Wings Acquisition Agreement with the Glory
Man Vendors and the Sky Wings Vendors respectively to acquire an aggregate interest
of 30% in CCD for total considerations of HK$240,000,000.

CCD is a limited liability company established in the PRC and its major asset is its
51% equity interest in CCDDT. The Group currently holds 9.991% equity interest in
CCD.

CCDDT is a sino-foreign joint venture established in the PRC principally engaged in

development and operation of technology platforms for intellectual property (“IP”)
protection in karaoke venues; collection of copyright/royalty fees on behalf of IP
owners in karaoke venues via Excellent Union; and the provision of value-added
services in karaoke venues in the PRC. The Group currently holds a 54.10% effective
equity interest in CCDDT.

In January 2011, the Supreme People Court, The Supreme People’s Procuratorate of
the PRC, the Ministry of Public Security and the Ministry of Justice jointly issued
an opinion (the “Opinion”) which categorized infringement of intellectual property
rights as criminal offences under section 217 of PRC’s Criminal Law. The Company
believes the issue of this Opinion will greatly facilitate the copyright/royalty
collection efforts thereby significantly enhance CCDDT’s business performance.

1
Glory Man Acquisition
On 15 March 2011 (after trading hours), the Purchaser entered into the Glory Man
Acquisition Agreement with Chang Yuang and Million Praise, pursuant to which
the Purchaser has conditionally agreed to purchase from Chang Yuang and Million
Praise 100% of the share capital of Glory Man at a consideration of HK$80,000,000,
which will be satisfied by the Purchaser as to HK$10,000,000 in cash and as
to HK$70,000,000 by the Purchaser procuring the Company to issue the GM
Consideration Shares to Chang Yuang and Million Praise respectively (and/or its
nominee(s)). Currently, Glory Man, through Starful, holds an equity interest of 10% in
CCD.

Sky Wings Acquisition

On 15 March 2011 (after trading hours), the Purchaser entered into Sky Wings
Acquisition Agreement with Marigold and Pure Delight, pursuant to which the
Purchaser has conditionally agreed to purchase from Marigold and Pure Delight 100%
of the share capital of Sky Wings at a consideration of HK$160,000,000 which will be
satisfied by the Purchaser as to HK$115,000,000 in cash and as to HK$45,000,000 by
the Purchaser procuring the Company to issue the SW Consideration Shares to Pure
Delight (and/or its nominee(s)). Currently, Sky Wings, through Supreme Leading,
holds an equity interest of 20% in CCD.

The completions of the Acquisitions are not interdependent.

Consideration Shares
The Consideration Shares will be allotted and issued pursuant to the Specific Mandate
and will be allotted and issued on the date of completion for each acquisition.

The Consideration Shares, when allotted and issued, shall rank pari passu in
all respects with the Shares in issue on the date of allotment and issue of the
Consideration Shares including the right to all dividends, distributions and other
payments made or to be made, the record date for which falls on or after the date of
such allotment and issue. Based on the Issue Price of HK$0.40 per Consideration
Share, the Consideration Shares represent approximately 8.95% of the total issued
share capital of the Company as at the date of this announcement and approximately
8.22% of the enlarged issued share capital of the Company.

The Company will apply to the Stock Exchange for the approval of the listing of, and
permission to deal in the Consideration Shares.

2
 POSSIBLE DISCLOSEABLE TRANSACTION
The aggregate effect of the Glory Man Acquisition and the Sky Wings Acquisition
may constitute a possible discloseable transaction of the Company pursuant to Chapter
19 of the GEM Listing Rules. The Consideration Shares will be allotted and issued
pursuant to the Specific Mandate and is subject to the Shareholders’ approval at a
general meeting. However, as no Shareholder is required to abstain from voting if
the Company were to convene a general meeting for the approval of the Specific
Mandate and Best Frontier, a Controlling Shareholder holding 1,823,457,322 Shares
representing approximately 56.77% of the issued share capital of the Company having
the right to attend and vote at any general meeting of the Company has given its
written approval of the Specific Mandate, the written approval from Best Frontier will
be accepted in lieu of holding a general meeting pursuant to Rule 19.44(2) of the GEM
Listing Rules.

GENERAL
A circular containing, among other things, further details of the Specific Mandate will
be dispatched to the Shareholders on or before 4 April 2011 in accordance with the
GEM Listing Rules.

WARNING: Shareholders and potential investors should note that completions

of the Acquisitions are subject to fulfilment of the conditions precedent under
each of the acquisition agreements. As the Acquisitions may or may not proceed,
the Consideration Shares may or may not be issued. Shareholders and potential
investors are reminded to exercise caution when dealing in the Shares.

THE ACQUISITIONS
On 15 March 2011 (after trading hours), the Purchaser entered into two independent
acquisition agreements with the Glory Man Vendors, and Sky Wings Vendors
respectively to acquire an aggregate effective interest of 30% in CCD for total
considerations of HK$240,000,000.

CCD is a company incorporated in the PRC and its major asset is its 51% equity interest
in CCDDT. The Group currently holds 9.991% equity interest in CCD.

CCDDT is a sino-foreign joint venture established in the PRC principally engaged

in development and operation of technology platforms for IP protection in karaoke
venues; collection of copyright/royalty fees on behalf of IP owners in karaoke venues
via Excellent Union; and the provision of value-added services in karaoke venues in the
PRC. The Group currently holds a 54.10% effective equity interest in CCDDT.

3
GLORY MAN ACQUISITION
Glory Man Acquisition Agreement

Date: 15 March 2011, after trading hours

Parties:

Purchaser: Champion Day

Vendors: Chang Yuang, a 56.375% shareholder of Glory Man; and

Million Praise, a 43.625% shareholder of Glory Man.

Chang Yuang and Million Praise are collectively referred to as the

“Glory Man Vendors”.

To the best of the Directors’ knowledge, information and belief, having made all
reasonable enquiries, the Glory Man Vendors and their ultimate beneficial owner are
Independent Third Parties to the Company.

Assets to be acquired
Pursuant to the Glory Man Acquisition Agreement, the Purchaser has conditionally
agreed to acquire and the Glory Man Vendors have conditionally agreed to sell the Glory
Man Sale Shares, representing 100% of the entire issued share capital of Glory Man as
at the date of this announcement. Currently, Glory Man, through Starful, holds an equity
interest of 10% in CCD.

Consideration
The total consideration for the Glory Man Sale Shares is HK$80,000,000 (“Glory Man
Consideration”) and shall be payable in the following manner:

(i) as to HK$10,000,000 in cash to be paid by the Purchaser to Chang Yuang upon

Glory Man Completion; and

(ii) as to HK$70,000,000 by the Purchaser procuring the Company to allot and issue
GM Consideration Shares to the Glory Man Vendors (and/or its nominee(s)) in the
following manner:

(i) as to HK$35,100,000 of the GM Consideration Shares (equivalent to

87,750,000 new Shares) to Chang Yuang; and

(ii) as to HK$34,900,000 of the GM Consideration Shares (equivalent to

87,250,000 new Shares) to Million Praise.

4
 The GM Consideration Shares will be issued on Glory Man Completion Date but
the release of the GM Consideration Shares to the Glory Man Vendors will be as
follows:

(iv) circa 1/3 of the GM Consideration Shares, rounded to the nearest board lot,
will be released to the Glory Man Vendors two (2) months after Glory Man
Completion Date;

(v) circa 1/3 of the GM Consideration Shares, rounded to the nearest board lot,
will be released to the Glory Man Vendors four (4) months after the Glory
Man Completion Date; and

(vi) the remaining circa 1/3 of the GM Consideration Shares, representing the
balance of the GM Consideration Shares, will be released to the Glory Man
Vendors six (6) months after the Glory Man Completion Date.

For the avoidance of doubt, the Glory Man Vendors shall at all times be entitled
to all the rights attaching to the GM Consideration Shares including, without
limitation, all dividends and other distributions in respect of the GM Consideration
Shares and may exercise all voting and other rights which they may have in respect
of the GM Consideration Shares.

The Glory Man Consideration was arrived at after arm’s length negotiations between the
parties.

Conditions precedent
Glory Man Completion is subject to the following conditions having been fulfilled or
waived (as the case may be)(“Glory Man CP”):

1. the representations and warranties of each Glory Man Vendors in the Glory Man
Acquisition Agreement remain true, accurate and complete in all material respects
and are not misleading as of the Glory Man Completion with the same effect as
though made on and as of the date of the Glory Man Acquisition Agreement, and a
certificate to such effect is delivered by each of the Glory Man Vendors;

2. there has been no material adverse change in the financial position, prospects,
liabilities, assets or business in the Glory Man Group and the CCD Group since the
execution of the Glory Man Acquisition Agreement, and that no event has occurred
since such date that has or potentially may have a material adverse effect on the
financial position, prospects, liabilities, assets or business in the Glory Man Group
and the CCD Group;

3. the Purchaser being satisfied with the results of the due diligence review;

5
4. all approvals, consents, authorizations and licenses (so far as necessary) required
to be obtained on the part of the Glory Man Vendors in relation to the transactions
contemplated under the Glory Man Acquisition Agreement having been obtained;

5. all approvals, consents, authorizations and licenses (so far as necessary) required
to be obtained on the part of the Purchaser in relation to the transactions
contemplated under the Glory Man Acquisition Agreement having been obtained;

6. if applicable, all approvals, waiver of rights or consents being obtained from the
existing convertible bonds holders of the Company to enable the transactions
contemplated under the Glory Man Acquisition Agreement to proceed without
resulting in any breach or termination or acceleration of obligations under such
convertible bonds;

7. the Shareholders approving the Specific Mandate for the issuance of the GM
Consideration Shares and the GEM Listing Committee of the Stock Exchange
granting listing of and permission to deal in the GM Consideration Shares; and

8. the obtaining of a BVI legal opinion (in form and substance satisfactory to
the Purchaser) from a firm of BVI legal advisers appointed by the Glory Man
Vendors and acceptable to the Purchaser in relation to the Glory Man Acquisition
Agreement and the transactions contemplated hereby (including but not limited to
(a) the due incorporation and good standing of Glory Man; (b) the ownership of the
Glory Man’s share capital being consistent with the details stated in the Glory Man
Acquisition Agreement.

The conditions precedent set out in paragraphs (6) to (8) may not be waived. The
Company may waive any of the Glory Man CP (either in whole or in part) set out in
paragraphs (1) to (5) at any time by notice in writing to the Glory Man Vendors.

The Glory Man Vendors shall use their best endeavors to procure the fulfillment of the
Glory Man CP as soon as practicable, and in any event on or before six (6) months after
the date of the Glory Man Acquisition Agreement (or such other date as the Purchaser
and the Glory Man Vendors may agree in writing).

Completion
Glory Man Completion shall take place on the third business days once all the Glory
Man CP has been fulfilled or waived (as the case might be).

Long Stop Date

If any of the conditions for the Glory Man Completion has not been satisfied (or, as the
case may be, waived by the Purchaser) on or before 4:00 p.m. after six (6) months from
the date of signing of the Glory Man Acquisition Agreement (or such date as mutually
agreed by the Glory Man Vendors and the Purchaser), the Glory Man Acquisition
Agreement shall cease and determine.

6
SKY WINGS ACQUISITION
Sky Wings Acquisition Agreement
Date: 15 March 2011, after trading hours

Parties:

Purchaser: Champion Day

Vendor: Marigold, a 71.875% shareholder of Sky Wings; and

Pure Delight, a 28.125% shareholder of Sky Wings.

Marigold and Pure Delight are collectively referred to as the “Sky

Wings Vendors”.

To the best of the Directors’ knowledge, information and belief, having made all
reasonable enquiries, the Sky Wings Vendors and their ultimate beneficial owners are
Independent Third Parties to the Company.

Assets to be acquired
Pursuant to the Sky Wings Acquisition Agreement, the Purchaser has conditionally
agreed to acquire and the Sky Wings Vendors have conditionally agreed to sell the Sky
Wings Sale Shares, representing 100% of the entire issued share capital of Sky Wings
as at the date of this announcement. Currently, Sky Wings, through Supreme Leading,
holds an equity interest of 20% in CCD.

Consideration
The total consideration for the Sky Wings Sale Shares is HK$160,000,000 (“Sky Wings
Consideration”) and shall be payable in the following manner:

(i) as to HK$115,000,000 in cash to be paid by the Purchaser to Marigold upon Sky

Wings Completion; and

(ii) as to HK$45,000,000 by the Purchaser procuring the Company to allot and issue
SW Consideration Shares (equivalent to 112,500,000 new Shares) to Pure Delight
(and/or its nominee(s)).

The SW Consideration Shares will be issued on Sky Wings Completion Date but
the release of the SW Consideration Shares to Pure Delight will be as follows:

(i) circa 1/3 of the SW Consideration Shares, rounded to the nearest board lot,
will be released to Pure Delight two (2) months after Sky Wings Completion
Date;

7
 (ii) circa 1/3 of the SW Consideration Shares, rounded to the nearest board
lot, will be released to Pure Delight four (4) months after the Sky Wings
Completion Date; and

(iii) the remaining circa 1/3 of the SW Consideration Shares, representing the
balance of the SW Consideration Shares, will be released to Pure Delight six
(6) months after the Sky Wings Completion Date.

For the avoidance of doubt, Pure Delight shall at all times be entitled to all the
rights attaching to the SW Consideration Shares including, without limitation, all
dividends and other distributions in respect of the SW Consideration Shares and
may exercise all voting and other rights which they may have in respect of the SW
Consideration Shares.

The Sky Wings Consideration was arrived at after arm’s length negotiations between the
parties.

Conditions precedent
Sky Wings Completion is subject to the following conditions having been fulfilled or
waived (as the case may be)(“ Sky Wings CP”):

1. the representations and warranties of Sky Wings Vendors in the Sky Wings
Acquisition Agreement remain true, accurate and complete in all material respects
and are not misleading as of the Sky Wings Completion with the same effect as
though made on and as of the date of the Sky Wings Acquisition Agreement, and a
certificate to such effect is delivered by each of the Sky Wings Vendor;

2. there has been no material adverse change in the financial position, prospects,
liabilities, assets or business in the Sky Wings Group and the CCD Group since the
execution of the Sky Wings Acquisition Agreement, and that no event has occurred
since such date that has or potentially may have a material adverse effect on the
financial position, prospects, liabilities, assets or business in the Sky Wings Group
and the CCD Group;

3. the Purchaser being satisfied with the results of the due diligence review;

4. all approvals, consents, authorizations and licenses (so far as necessary) required
to be obtained on the part of the Sky Wings Vendors in relation to the transactions
contemplated under the Sky Wings Acquisition Agreement having been obtained;

5. all approvals, consents, authorizations and licenses (so far as necessary) required
to be obtained on the part of the Purchaser in relation to the transactions
contemplated under the Sky Wings Acquisition Agreement having been obtained;

8
6. if applicable, all approvals, waiver of rights or consents being obtained from the
existing convertible bonds holders of the Company to enable the transactions
contemplated under the Sky Wings Acquisition Agreement to proceed without
resulting in any breach or termination or acceleration of obligations under such
convertible bonds;

7. the Shareholders approving the Specific Mandate for the issuance of the SW
Consideration Shares, the GEM Listing Committee of the Stock Exchange granting
listing of and permission to deal in the SW Consideration Shares; and

8. the obtaining of a BVI legal opinion (in form and substance satisfactory to
the Purchaser) from a firm of BVI legal advisers appointed by the Sky Wings
Vendors and acceptable to the Purchaser in relation to the Sky Wings Acquisition
Agreement and the transactions contemplated hereby (including but not limited to
(a) the due incorporation and good standing of Sky Wings; (b) the ownership of the
Sky Wings’ share capital being consistent with the details stated in the Sky Wings
Acquisition Agreement.

The conditions precedent set out in paragraphs (6) to (8) may not be waived. The
Company may waive any of the Sky Wings CP (either in whole or in part) set out in
paragraphs (1) to (5) at any time by notice in writing to the Sky Wings Vendors.

The Sky Wings Vendors shall use their best endeavors to procure the fulfillment of the
Sky Wings CP as soon as practicable, and in any event on or before six (6) months after
the date of the Sky Wings Acquisition Agreement (or such other date as the Purchaser
and the Sky Wings Vendors may agree in writing).

Completion
Sky Wings Completion shall take place on the third business days once all the Sky
Wings CP has been fulfilled or waived (as the case might be).

Long Stop Date

If any of the conditions for the Sky Wings Completion has not been satisfied (or, as the
case may be, waived by the Purchaser) on or before 4:00 p.m. after six (6) months from
the date of signing of the Sky Wings Acquisition Agreement (or such date as mutually
agreed by the Sky Wings Vendors and the Purchaser), the Sky Wings Acquisition
Agreement shall cease and determine.

9
THE CONSIDERATION SHARES
Based on the closing price per Share of HK$0.380 quoted on the Stock Exchange
on 14 March 2011, being the last trading day immediately before the signing of the
Acquisition Agreements, the aggregate market value of the Consideration Shares is
approximately HK$109,250,000. The Issue Price was arrived at after arm’s length
negotiations and represents:

(i) a premium of approximately 5.26% to the closing price of HK$0.380 per Share as
quoted on the Stock Exchange on 14 March 2011, being the last trading day of the
Company immediately before the date of the Acquisition Agreements;

(ii) a premium of approximately 3.90% to the average of the closing prices of

approximately HK$0.385 per Share as quoted on the Stock Exchange for the last
five trading days of the Company immediately before the date of the Acquisition
Agreements;

(iii) a premium of approximately 6.38% to the average of the closing prices of

approximately HK$0.376 per Share as quoted on the Stock Exchange for the last
ten trading days of the Company immediately before the date of the Acquisition
Agreements; and

(iv) a discount of approximately 34.96% to the audited net asset value of the Company
as at 30 June 2010 of approximately HK$0.615 per Share based on 3,211,893,839
Shares in issue as at the date of this announcement.

The Issue Price was determined between the parties on an arm’s length basis with
reference to various factors including the closing prices and the net asset value per Share
as shown above. The Directors (including the independent non-executive Directors)
consider that the Issue Price is fair and reasonable.

Based on the Issue Price of HK$0.40 per Consideration Share, the Consideration Shares
represent approximately 8.95% of the total issued share capital of the Company as at the
date of this announcement and approximately 8.22% of the enlarged issued share capital
of the Company.

The Consideration Shares, when allotted and issued, shall rank pari passu in all respects
with the Shares in issue on the date of allotment and issue of the Consideration Shares
including the right to all dividends, distributions and other payments made or to be
made, the record date for which falls on or after the date of such allotment and issue.

The Consideration Shares will be allotted and issued pursuant to the Specific Mandate
and will be allotted and issued on the date of completion for each acquisition.

Application will be made by the Company to the Stock Exchange for the listing of, and
permission to deal in, the Consideration Shares.

10
EFFECTS ON SHAREHOLDING STRUCTURE
The expected changes in the share capital and the shareholding structure of the Company
resulting from the allotment and issue of the Consideration Shares are as follows:

Immediately
after the allotment
As at the date of and issue of the
Shareholders this announcement Consideration Shares
No. of Shares Approximate % No. of Shares Approximate %

Substantial Shareholders
and Directors
Best Frontier (Note 1) 1,823,457,322 56.77 1,823,457,322 52.11
Cheung Kwai Lan (Note 2) 1,825,527,322 56.84 1,825,527,322 52.17
Chan Tung Mei 1,825,527,322 56.84 1,825,527,322 52.17
(Notes 1 and 2)
Lau Hin Kun 1,410,000 0.04 1,410,000 0.04

Sub-total 1,826,937,322 56.88 1,826,937,322 52.21

Million Praise – – 87,250,000 2.49

Chang Yuang – – 87,750,000 2.51
Pure Delight – – 112,500,000 3.21
Public 1,384,956,517 43.12 1,384,956,517 39.58

3,211,893,839 100.00 3,499,393,839 100.00

Notes:

1. The 1,823,457,322 Shares are owned by Best Frontier which is owned as to 99.89% and 0.11%
by Madam Cheung Kwai Lan and Mr. Chan Tung Mei respectively, who are spouse to each other.
Accordingly, Madam Cheung Kwai Lan is deemed to be interested in the Shares held by Best
Frontier and Mr. Chan Tung Mei is deemed to be interested in all 1,823,457,322 Shares by virtue of
being the spouse of Madam Cheung Kwai Lan under the SFO.

2. The 2,070,000 Shares are owned by Madam Cheung Kwai Lan who is the spouse of Mr. Chan Tung
Mei. Accordingly, Mr. Chan Tung Mei is deemed to be interested in the Shares under the SFO.

11
INFORMATION ON GLORY MAN GROUP, SKY WINGS GROUP, CCD AND
CCDDT
Glory Man
Glory Man is an investment holding company incorporated on 12 August 2010 in the
BVI with limited liability. Starful is an investment holding company incorporated on
27 May 2009 in Hong Kong with limited liability. Currently, Starful directly holds 10%
equity interest of CCD. Starful has had no operation since its incorporation.

Set out in the below is the unaudited financial information on the Glory Man Group for
the period from 12 August 2010 (being date of incorporation) up to 31 December 2010
prepared in accordance with the Hong Kong Financial Reporting Standards:

For the period

from 18 August 2010
(date of incorporation)
to 31 December 2010
(HK$ ’000)

Operating profit before taxation –

Operating profit for the period –

The unaudited net assets of the Glory Man Group as at 31 December 2010 were
approximately HK$11,505,000.

Upon Glory Man Completion, Glory Man and Starful will become a wholly-owned
subsidiaries of the Company.

Sky Wings
Sky Wings is an investment holding company incorporated on 20 January 2011 in
the BVI with limited liability. Supreme Leading is an investment holding company
incorporated on 23 March 2009 in Hong Kong with limited liability. Currently, Supreme
Leading directly holds 20% equity interest of CCD. Supreme Leading has had no
operation since its incorporation.

12
Set out in the below is the unaudited financial information on the Sky Wings Group for
the period from 20 January 2011 (being date of incorporation) up to 31 January 2011
prepared in accordance with the Hong Kong Financial Reporting Standards:

For the period

from 20 January 2011
(being date of
incorporation) to
31 January 2011
(HK$ ’000)

Operating profit before taxation –

Operating profit for the period –

The unaudited net assets of the Sky Wings Group as at 31 December 2010 were
approximately HK$20,773,000.

Upon Sky Wings Completion, Sky Wings and Supreme Leading will become wholly-
owned subsidiaries of the Company.

CCD and CCDDT

CCD is a limited liability company established in the PRC and its major asset is its 51%
equity interest in CCDDT. The Group currently holds 9.991% equity interest in CCD.

CCDDT is a sino-foreign joint venture established in the PRC principally engaged in

development and operation of technology platforms for IP protection in karaoke venues,
collection of copyright/royalty fees on behalf of IP owners (via Excellent Union) and the
provision of value-added services in karaoke venues in the PRC. The Group currently
holds a 54.10% effective equity interest in CCDDT.

Set out in the below is the unaudited financial information on CCD for the two financial
year ended 31 December 2009 and 31 December 2010 prepared in accordance with the
PRC GAAP:

For the year ended

31 December
2009 2010
(RMB’000) (RMB’000)

Operating loss before taxation 9,967 10,416

Operating loss for the period 11,073 11,079

The unaudited net assets of CCD as at 31 December 2010 were approximately

RMB87,640,000.

13
INFORMATION ON THE GROUP
The Group is principally engaged in (i) development and operation of technology
platforms for IP protection; collection of copyright/royalty fees on behalf of IP owners;
and the provision of value-added services in karaoke venues in the PRC and (ii) lottery-
related businesses in the PRC.

REASONS FOR THE ACQUISITION

In January 2011, the Supreme People Court, The Supreme People’s Procuratorate of
the PRC, the Ministry of Public Security and the Ministry of Justice jointly issued an
opinion (the “Opinion”) which categorized infringement of intellectual property rights
as criminal offences under section 217 of PRC’s Criminal Law. The Company believes
the issue of this Opinion will greatly facilitate the copyright/royalty collection efforts
thereby significantly enhance CCDDT’s business performance.

The copyright/royalty collection business of CCDDT has progressed steadily. Lightsoft,

a non wholly-owned subsidiary of CCDDT, has developed a first-of-its kind VOD
equipment that is capable of providing value-added services such as advertising and
lottery sales in karaoke venues. The Company continues to believe the potential and
future development of the businesses of CCDDT Group.

The Company currently holds an effective interest of 54.10% in CCDDT. After

completion of the Acquisitions, the Company will increase its total effective interest in
CCDDT to 69.39%.

The Board takes the view that it is in the Company’s interest and benefits to increase
its effective interest in the CCDDT business and the consideration for the Acquisitions
were the result of arms-length commercial negotiation taking into account, including but
not exclusive to, the historical pricing for the CCDDT acquisition, the Company’s share
price and the operational progress made by CCDDT.

Taking into account the benefits of the Acquisitions, the Board is of the view that the
terms of the Acquisitions are fair and reasonable and the Acquisitions are in the interests
of the Group and the Shareholders as a whole.

GEM LISTING RULES IMPLICATION

The aggregate effect of the Glory Man Acquisition and the Sky Wings Acquisition may
constitute a possible discloseable transaction of the Company pursuant to Chapter 19 of
the GEM Listing Rules. The Consideration Shares will be allotted and issued pursuant to
the Specific Mandate and is subject to the Shareholders’ approval at a general meeting.
However, as no Shareholder is required to abstain from voting if the Company were
to convene a general meeting for approval of the Specific Mandate and Best Frontier,
a Controlling Shareholder holding 1,823,457,322 Shares representing approximately
56.77% of the issued share capital of the Company having the right to attend and vote

14
at any general meeting of the Company has given its written approval of the Specific
Mandate, the written approval from Best Frontier will be accepted in lieu of holding a
general meeting pursuant to Rule 19.44(2) of the GEM Listing Rules.

GENERAL
A circular containing, among other things, further details of the Specific Mandate will
be despatched to the Shareholders on or before 4 April 2011 in accordance with the
GEM Listing Rules.

WARNING: Shareholders and potential investors should note that completions

of the Acquisitions are subject to fulfilment of the conditions precedent under
each of the acquisition agreements. As the Acquisitions may or may not proceed,
the Consideration Shares may or may not be issued. Shareholders and potential
investors are reminded to exercise caution when dealing the Shares.

DEFINITIONS
In this announcement, unless the context otherwise requires, the following terms have
the following meaning:

“Acquisitions” together, the acquisitions of the Glory Man Sale Shares

and Sky Wings Sale Shares

“Acquisition Agreements” together, the Glory Man Acquisition Agreement and

the Sky Wings Acquisition Agreement

“Best Frontier” Best Frontier Investments Limited, a limited liability

company incorporated in the BVI and is owned as
to approximately 99.89% and approximately 0.11%
respectively by Madam Cheung Kwai Lan (the
chairman and executive Director) and Mr. Chan Tung
Mei (an executive Director), who are spouse to each
other

“Board” the board of Directors

“BVI” British Virgin Islands

“CCD” China Culture Development Co., Ltd. 北京中文

發文化發展有限公司, a limited liability company
incorporated in the PRC, currently holding 51% equity
interest in CCDDT

“CCD Group” CCD and its subsidiaries

15
“CCDDT” China Culture Development Digital Technology Co.,
Ltd. 北京中文發數字科技有限公司, a limited liability
company established in the PRC. It is principally
engaged in development and operation of technology
platforms for IP protection in karaoke venues;
collection of copyright/royalty fees on behalf of IP
owners; and the provision of value-added services
in the entertainment sector in the PRC. CCDDT is
owned as to 49% and 51% by the Company and CCD
respectively

“CCDDT Group” together, CCDDT, Excellent Union and Lightsoft

“Chang Yuang” Chang Yuang (China) Investment Limited, holding

56.375% of Glory Man, being an Independent Third
Party

“Company” China Vanguard Group Limited (眾彩科技股份有

限公司*), an exempted company incorporated in the
Cayman Islands with limited liability, the shares of
which are listed on the GEM

“connected persons” has the meaning ascribed thereto in the GEM Listing
Rules

“Controlling Shareholder” has the meaning ascribed to it under the GEM Listing
Rules

“Consideration Shares” together, GM Consideration Shares and SW

Consideration Shares

“Directors” directors of the Company

“Excellent Union” Beijing Excellent Union Communication Co., Ltd.

北京天合文化集團有限公司, a limited liability
company established in the PRC and owned 50% by
CCDDT and 50% by an Independent Third Party

“GEM” the Growth Enterprise Market of the Stock Exchange

“GEM Listing Rules” the Rules Governing the Listing of Securities on the
Growth Enterprise Market of the Stock Exchange

“GM Consideration Shares” the 175,000,000 new Shares to be issued by the

Company to the Glory Man Vendors to satisfy part of
the Glory Man Consideration

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“Glory Man” Glory Man Holdings Limited 榮民控股有限公司, a
limited liability company incorporated in the BVI,
which is owned as to 56.375% and 43.625% by Chang
Yuang and Million Praise respectively

“Glory Man Acquisition the sale and purchase agreement of the Glory Man Sale
Agreement” Shares entered into by the Glory Man Vendors and the
Purchaser dated 15 March 2011

“Glory Man Consideration” the amount of the consideration payable by the

Purchaser to the Glory Man Vendors for the purchase
of the Glory Man Sale Shares under the Glory Man
Acquisition Agreement, being HK$80,000,000

“Glory Man Completion” completion of the sale and purchase of the Glory Man
Sale Shares

“Glory Man Group” Glory Man and its subsidiaries

“Glory Man Sale Shares” 20,000 ordinary share of US$1.00 in the issued share
capital of Glory Man, representing its entire issued
share capital

“Group” the Company and its subsidiaries

“Hong Kong” the Hong Kong Special Administrative Region of the

PRC

“Independent Third any person(s) or company(ies) and their respective

Party(ies)” ultimate beneficial owner(s), to the best of the
Directors’ knowledge, information and belief, having
made all reasonable enquiries, are third parties
independent of the Company (as the case may be) and
connected persons of Company (as the case may be)

“Issue Price” HK$0.40 per Consideration Share

“Lightsoft” Lightsoft Technology Development Co. Ltd. 重慶禮光

博軟科技發展有限公司, a limited liability company
established in the PRC, which is owned to 61% and
39% by CCDDT and seven Independent Third Parties
respectively

“Marigold” Marigold Worldwide Limited, holding 71.875% of Sky

Wings, being an Independent Third Party

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“Million Praise” M i l l i o n P r a i s e L i m i t e d 萬嘉有限公司, h o l d i n g
43.625% of Glory Man, being an Independent Third
Party

“PRC” the People’s Republic of China which, for the purpose

of this announcement, excludes Hong Kong, the Macau
Special Administrative Region of the PRC and Taiwan

“Purchaser” Champion Day Holdings Limited, a company

incorporated in the BVI with limited liability, an
indirect wholly-owned subsidiary of the Company

“Pure Delight” Pure Delight Holdings Limited, holding 28.125% of

Sky Wings, being an Independent Third Party

“Share(s)” ordinary share(s) of HK$0.01 each in the capital of the

Company

“Shareholders” shareholders of the Company from time to time

“Sky Wings” Sky Wings Holdings Limited, a limited liability

company incorporated in the BVI, which is owned as
to 71.875% and 28.125% by Marigold and Pure Delight
respectively

“Sky Wings Acquisition the sale and purchase agreement of the Sky Wings
Agreement” Sale Shares entered into by the Sky Wings Vendors
and the Purchaser dated 15 March 2011

“Sky Wings Consideration” the amount of the consideration payable by the

Purchaser to the Sky Wings Vendors for the purchase
of the Sky Wings Sale Shares under the Sky Wings
Acquisition Agreement, being HK$160,000,000

“SW Consideration Shares” the 112,500,000 new Shares to be issued by the

Company to Pure Delight to satisfy part of the Sky
Wings Consideration

“Sky Wings Completion” completion of the sale and purchase of the Sky Wings
Sale Shares

“Sky Wings Group” Sky Wings and its subsidiaries

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“Sky Wings Sale Shares” 20,000 ordinary share of US$1.00 in the issued share
capital of Sky Wings, representing its entire issued
share capital

“Specific Mandate” the specific mandate proposed by the Directors in order

to seek approval from the Shareholders to allow the
Directors to allot, issue and deal with the Consideration
Shares

“Starful” Starful Holdings Limited 星科集團有限公司, a limited

liability company incorporated in Hong Kong and
wholly-owned by Glory Man, currently holding 10%
equity interest in CCD

“Stock Exchange” The Stock Exchange of Hong Kong Limited

“Supreme Leading” Supreme Leading Limited 傑倡有限公司, a limited

liability company incorporated in Hong Kong and
wholly-owned by Sky Wings, currently holding 20%
equity interest in CCD

“HK$” Hong Kong dollars, the lawful currency of Hong Kong

“RMB” Renminbi, the lawful currency of the PRC

“%” per cent.

By Order of the Board

China Vanguard Group Limited
眾彩科技股份有限公司*
CHAN Siu Sarah
Director

Hong Kong, 15 March 2011

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As at the date of this announcement, the board of directors of the Company comprises
five executive directors, being Madam Cheung Kwai Lan, Mr. Chan Tung Mei, Mr. Chan
Ting, Ms. Chan Siu Sarah and Mr. Lau Hin Kun; and three independent non-executive
directors, being Mr. Tian He Nian, Mr. Zhang Xiu Fu and Mr. To Yan Ming Edmond.

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

This announcement will remain on the “Latest Company Announcements” page of the
GEM website at www.hkgem.com for a minimum period of 7 days from the date of its
posting and on the website of the Company at www.cvg.com.hk.

* For identification purposes only

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