If you are in any doubt as to any aspect of this circular or as to the action you should take, you should
consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional
accountant or other professional adviser.
If you have sold or transferred all your shares in Dahe Media Co., Ltd., you should at once hand this
circular and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker
or other agent through whom the sale was effected for transmission to the purchaser or transferee.

This circular, for which the directors of Dahe Media Co., Ltd. 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 , Ltd. The directors of Dahe Media Co.,
Ltd., having made all reasonable enquiries, confirm that, to the best of their knowledge and belief: (1)
the information contained in this circular is accurate and complete in all material respects and not
misleading; (2) there are no other matters the omission of which would make any statement in this
circular misleading; and (3) all opinions expressed in this circular have been arrived at after due and
careful consideration and are founded on bases and assumptions that are fair and reasonable.
DAHE MEDIA CO., LTD.


(a joint stock limited company incorporated in the People’s Republic of China with limited liability)
(Stock Code: 8243)
GENERAL MANDATE TO ISSUE SHARES

A notice convening an extraordinary general meeting of Dahe Media Co., Ltd to be held at the
conference room on 3rd Floor, 139 Wang Fu Da Street, Nanjing, PRC on Tuesday, 22 January 2008,
at 9:00 a.m. is set out on page 5 of this circular.
Whether or not you are able to attend the extraordinary general meeting, you are advised to read the
notice and to complete and return the enclosed form of proxy, in accordance with the instructions
printed thereon, to the H shares registrar of Dahe Media Co., Ltd., Computershare Hong Kong Investor
Services Limited, 46th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, as soon
as possible but in any event not less than 24 hours before the time appointed for the holding of the
extraordinary general meeting or any adjourned meeting (as the case may be). Completion of the form
of proxy and its return will not preclude you from attending, and voting at, the extraordinary general
meeting or any adjourned meeting (as the case may be) if you so wish.
This circular will remain on the GEM website (www.hkgem.com) on the “Latest Company
Announcements” page for at least 7 days from the date of its posting.

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
A1B 1

4 December 2007

GEM has been established as a market designed to accommodate companies to which a high
investment risk may be attached. In particular, companies may list on GEM with neither a track
record of profitability nor any obligation to forecast future profitability. Furthermore, there may
be risks arising out of the emerging nature of companies listed on GEM and the business sectors
or countries in which the companies operate. Prospective investors should be aware of the
potential risks of investing in such companies and should make the decision to invest only after
due and careful consideration. The greater risk profile and other characteristics of GEM mean
that it is a market more suited to professional and other sophisticated investors.
Given the emerging nature of companies listed on GEM, there is a risk that securities traded
on GEM may be m ore susceptible to high market volatility than securities traded on the Main
Board and no assurance is given that there will be a liquid market in the securities traded on
GEM.

The principal means of information dissemination on GEM is publication on the internet
website operated by the Stock Exchange. Listed companies are not generally required to issue
paid announcements in gazetted newspapers. Accordingly, prospective investors should note that
they need to have access to the GEM website in order to obtain up-to-date information on
GEM-listed issuers.
CHARACTERISTICS OF GEM

— i —

Page
DEFINITIONS ............................................................ 1
LETTER FROM THE BOARD
INTRODUCTION ...................................................... 3
GENERAL MANDATE TO ISSUE SHARES .................................. 3
POLL PROCEDURE .................................................... 4
NOTICE OF EXTRAORDINARY GENERAL MEETING ........................ 4
RECOMMENDATION .................................................. 4
NOTICE OF EXTRAORDINARY GENERAL MEETING .......................... 5
CONTENT

— ii —

In this circular, unless the context otherwise requires, the following expressions have the
following meanings:
“Associates” has the meaning ascribed to it in the GEM Listing Rules
“Articles of Association” the articles of association of the Company from time to time
“Board” the board of Directors
“Company” (Dahe Media Co., Ltd.), a joint stock
limited company incorporated in the PRC
“connected persons” has the same meaning as ascribed to it under the GEM Listing
Rules
“Director(s)” Director(s) of the Company (including executive directors,
non-executive directors and independent non-executive
directors)
“Domestic Shares” the domestic shares of nominal value RMB0.10 each in the
share capital of the Company which are subscribed for or
credited as fully paid up in Renminbi
“EGM” means the extraordinary general meeting of the Company to
be held at the Conference Room, 3rd Floor, 139 Wang Fu Da
Street, Nanjing, PRC on Tuesday, 22 January 2008 at 9:00
a.m. (or such adjournment thereof)
“GEM” the Growth Enterprise Market of the Stock Exchange
“GEM Listing Rules” the Rules Governing the Listing of Securities on GEM
“Group” the Company and its subsidiaries
“HKD” Hong Kong dollars
“Hong Kong” the Hong Kong Special Administrative Region of the People’s
Republic of China
“H Share(s)” the overseas listed foreign share(s) of RMB0.10 each in the
share capital of the Company
“PRC” The People’s Republic of China and for the sole purpose of
this circular shall exclude Hong Kong, Macau Special
Administrative Region and Taiwan
“RMB” renminbi, the lawful currency of the PRC
“Shareholder(s)” Holder(s) of the Shares
DEFINITIONS

— 1 —

“Shares” H share(s) and Domestic Shares both of RMB0.10 each in the
issued share capital of the Company
“Share Issue Mandate” a general mandate proposed to be granted to the Directors at
the EGM to exercise the power of the Company to allot and
issue Shares in the manner as set out in the notice of the EGM
set out on pages 5 of this circular
“Stock Exchange” The Stock Exchange of Hong Kong Limited
“Supervisor(s)” the Supervisor(s) of the Company
DEFINITIONS

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DAHE MEDIA CO., LTD.

(a joint stock limited company incorporated in the People’s Republic of China with limited liability)
(Stock Code: 8243)
Executive Directors:
He Chaobing (Chairman)
Wang Weijie
Non-executive Directors:
Li Huafei
He Lianyi
Chan E Nam Viveca
Independent non-executive Directors:
Qiao Jun
Li Yijing
Shen Jin
Registered Office:
No. 8 Hengfei Road
Economic and Technology
Development Zone
Nanjing
The PRC
Principal place of business in Hong Kong:
5th Floor, Jardine House
1 Connaught Place
Central
Hong Kong
4 December 2007
GENERAL MANDATE TO ISSUE SHARES

To the Shareholders
Dear Sir or Madam,
INTRODUCTION

The purpose of this circular is to provide you with information in respect of the proposed Share
Issue Mandate to enable you to make a decision on whether to vote for or against the relevant
resolution at the forthcoming EGM.
GENERAL MANDATE TO ISSUE SHARES

In order to provide flexibility to the Directors to issue Shares in the event that it is desirable to
do so quickly, approval will be sought at the EGM to grant to the Directors a general mandate to allot,
issue and deal with Shares not exceeding 20% of the relevant class of issued share capital of the
Company as at the date of passing the special resolution. Such Share Issue Mandate, if approved, will
LETTER FROM THE BOARD

— 3 —
A1B 1

lapse at the earliest of: (i) conclusion of the Company’s next annual general meeting; or (ii) the
expiration of the 12-month period following the passing of the resolution approving the Share Issue
Mandate; or (iii) the revocation or variation of the Share Issue Mandate by a resolution of the
Shareholders in general meeting.
POLL PROCEDURE

Pursuant to Article 8.19 of the articles of association of the Company, a resolution put to the vote
of the meeting shall be decided on a show of hands unless a poll is (before or after any vote by show
of hands) demanded:
(i) by the Chairman of the meeting, or
(ii) by at least two members having the right to vote present in person or by proxy, or
(iii) one or more members present in person (or by proxy) who alone or together hold 10% or
more of the shares carrying the right to vote at the meeting.
NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the EGM to be held at the Conference Room, 3rd Floor, 139 Wang Fu Da
Street, Nanjing, PRC on Tuesday, 22 January 2008 at 9:00 a.m. is set out on page 5 of this circular.
A form of proxy for use at the EGM is enclosed. Whether or not you are able to attend the EGM,
you are advised to read the notice and to complete and return the enclosed form of proxy, in
accordance with the instructions printed thereon, to the H shares registrar of the Company,
Computershare Hong Kong Investor Services Limited, 46th Floor, Hopewell Centre, 183 Queen’s
Road East, Hong Kong, as soon as possible but in any event not less than 24 hours before the time
appointed for the holding of the EGM or any adjourned meeting (as the case may be). Completion of
the form of proxy and its return will not preclude you from attending, and voting at, the EGM or any
adjourned meeting (as the case may be) should you so wish.
RECOMMENDATION

The Directors consider that the Share Issue Mandate is in the best interests of the Company and
its shareholders. Accordingly, the Directors recommend that the Shareholders to vote in favour of the
relevant resolution to be proposed at the EGM.
Yours faithfully,
On behalf of the Board
He Chaobing
Chairman and Executive Director
LETTER FROM THE BOARD

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DAHE MEDIA CO., LTD.

(a joint stock limited company incorporated in the People’s Republic of China with limited liability)
(Stock Code: 8243)
NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the extraordinary general meeting (“EGM”) of Dahe
Media Co., Ltd. (the “Company”) will be held at the conference room on 3rd Floor, 139 Wang Fu Da
Street, Nanjing, PRC, at 9:00 a.m. on Tuesday, 22 January 2008, for the following purposes:
SPECIAL RESOLUTION

To consider and, if thought fit, pass with or without amendments, the following resolution as
special resolution:
“THAT:
(a) subject to paragraph (c) below and compliance with all applicable laws and regulations of the
People’s Republic of China, the exercise by the Directors during the Relevant Period (as defined
below) of all the powers of the Company to allot, issue and deal with additional H shares and/or
domestic shares in the capital of the Company in each case and to make or grant offers,
agreements and options which might require the exercise of such power be and is hereby
generally and unconditionally approved;
(b) the approval in paragraph (a) above shall authorise the Directors during the Relevant Period to
make or grant offers, agreements and options which might require the exercise of such power
after the end of the Relevant Period;
(c) the aggregate nominal amount of the H share or domestic share capital allotted or agreed
conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) in
each case by the Directors pursuant to the approval in paragraph (a) above shall not exceed 20
per cent. of the aggregate nominal amount of each of the H share or domestic share capital of
the Company in issue in each case as at the date of this resolution and the said approval shall
be limited accordingly; and
NOTICE OF EXTRAORDINARY GENERAL MEETING

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A1B 1

(d) for the purposes of this resolution:
“Relevant Period” means the period from the passing of this resolution until whichever is the
earliest of:
(i) the conclusion of next annual general meeting of the Company; or
(ii) the expiration of the 12-month period following the passing of this resolution; or
(iii) the revocation or variation of this resolution by an ordinary resolution of the shareholders
of the Company in general meeting.”
By Order of the Board of Directors
Dahe Media Co., Ltd.
He Chaobing
Chairman and Executive Director
Nanjing, the PRC, 4 December 2007
Notes:
1. The register of members of the Company will be closed from 22 December 2007 to 21 January
2008 (both days inclusive), during which no transfer of shares will be effected. The holders or
shares whose name appears on the register of members of the Company at 4:00 p.m. on 21
January 2008 will be entitled to attend and vote at the EGM. In order to qualify for attendance
at the above meeting, instruments of transfer accompanied by share certificates and other
appropriate documents must be lodged with the Company’s H share registrar, Computershare
Hong Kong Investor Services Limited, 46th Floor of Hopewell Centre, 183 Queen’s Road East,
Wanchai, Hong Kong, by 4:00 p.m. on 21 December 2007.
2. Any holder of H shares and domestic shares entitled to attend and vote at the EGM convened by
the above notice is entitled to appoint in written form one or more proxies to attend and vote at
the EGM on his/her/its behalf. A proxy needs not be a holder of H shares and domestic shares
of the Company.
3. In order to be valid, the voting proxy form for the EGM shall be signed by the appointer or
his/her/its attorney duly authorized in writing. If the appointer is a legal person, then the form
shall be signed under a legal person’s seal or signed by its director or an attorney duly authorized
in writing. If the form is signed by a person authorized by the appointer, the power of attorney
or other document of authority under which the form is signed shall be notarized. In order to be
valid, the voting proxy form together with the power of attorney or other authority, if any, under
which it is signed or a notarially certified copy of the power of attorney must be delivered to the
Company’s H share registrar, Computershare Hong Kong Investor Services Limited at 46th Floor
of Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 24 hours before
the time appointed for holding the EGM or any adjournment thereof.
NOTICE OF EXTRAORDINARY GENERAL MEETING

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4. Holders of H shares and domestic shares who intend to attend the EGM should notify in writing
of their attendance by sending such to the Company by hand, post or fax on or before 1 January
2008. A failure to return the notice of attendance may result in an adjournment of the EGM, if
the number of shares carrying the right to vote represented by the shareholders proposing to
attend such meeting by the notice of attendance does not reach more than half of the total number
of shares of the Company carrying the right to vote at the meeting.
5. The EGM is expected to take not more than one day. Shareholders who attend shall bear their
own traveling and accommodation expenses.
6. Principal place of business in the PRC and the contact details of the Company are as follows:
No 8 Hengfei Road,
Economic and Technology Development Zone,
Nanjing,
The PRC
Fax No. (86)(025) 8580 4848
As at the date of this circular, the Board comprises Mr. He Chaobing and Ms. Wang Weijie, being the
executive Directors, Mr. Qiao Jun, Mr. Li Yijing and Mr. Shen Jin, being independent non-executive
Directors and Mr. Li Huafei, Mr. He Lianyi and Ms. Chan E Nam Viveca, being non-executive
Directors.
NOTICE OF EXTRAORDINARY GENERAL MEETING

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