DISCLOSABLE TRANSACTION : SUBSCRIPTION OF EQUITY INTEREST IN TARGET COMPANY

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

SINOMEDIA HOLDING LIMITED

中 視 金 橋 國 際 傳 媒 控 股 有 限 公 司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 00623)

DISCLOSABLE TRANSACTION

SUBSCRIPTION OF EQUITY INTEREST IN TARGET COMPANY

THE INVESTMENT AGREEMENT

The Board announces that on 22 November 2019, CTV Golden Bridge, an indirect non- wholly-owned subsidiary of the Company, entered into an Investment Agreement with the Target Company and the Existing Shareholders, pursuant to which CTV Golden Bridge has agreed to make capital contribution in the amount of RMB122 million in cash to the Target Company. Upon Completion, CTV Golden Bridge will be interested in approximately 2.85% of the registered capital of the Target Company.

LISTING RULES IMPLICATIONS

Since one of the applicable percentage ratios in respect of the Proposed Investment exceeds 5% but is less than 25%, the Proposed Investment constitutes a disclosable transaction of the Company, and is therefore subject to the reporting and announcement requirements but is exempt from the circular and shareholders' approval requirements under Chapter 14 of the Listing Rules.

INTRODUCTION

The Board announces that on 22 November 2019, CTV Golden Bridge, an indirect non- wholly-owned subsidiary of the Company, entered into an Investment Agreement with the Target Company and the Existing Shareholders, pursuant to which CTV Golden Bridge has agreed to make capital contribution in the amount of RMB122 million in cash to the Target Company. Upon Completion, CTV Golden Bridge will be interested in approximately 2.85% of the registered capital of the Target Company.

- 1 -

THE INVESTMENT AGREEMENT

Date:	22 November 2019
Parties:	(i)	CTV Golden Bridge, an indirect non-wholly-owned subsidiary
		of the Company
	(ii)	the Target Company
	(iii)	the Existing Shareholders
	To the best knowledge, information and belief of the Directors,
	having made all reasonable enquiries, each of the Target
	Company and the Existing Shareholders and their respective
	ultimate beneficial owners (where applicable) is an Independent
	Third Party.
Capital Increase:	CTV Golden Bridge has agreed to make capital contribution in
	the amount of RMB122 million in cash to the Target Company.
	Upon Completion, CTV Golden Bridge will be interested in
	approximately 2.85% of the registered capital of the Target
	Company.
Conditions precedent:	Unless otherwise waived by the CTV Golden Bridge, performance
	of their respective obligations of Target Company and Existing
	Shareholders at Completion is subject to the following conditions:
	(i)	the Existing Shareholders passed all resolutions in relation
		to the execution and completion of the transactions
		contemplated under the Investment Agreement, the
		amendment of the articles of association of the Target
		Company and all other relevant documents of the Proposed
		Investment;
	(ii)	the Target Company and the Existing Shareholders have
		provided to the CTV Golden Bridge the duly executed
		Investment Agreement, the revised articles of association

of the Target Company and all other relevant documents of the Proposed Investment;

- 2 -

	(iii)	the representations, warranties and undertakings in the
		Investment Agreement made by the Target Company and
		the Existing Shareholders remain true, accurate, complete
		and not misleading up to the Completion Date; and
	(iv)	there has been no event, condition or other circumstances
		that brings or would reasonably be expected to bring
		material adverse change to the assets, liabilities, profits
		prospect or normal operations of the Target Company
		during the period from the date of the Investment
		Agreement up to the Completion Date.
	Unless otherwise waived by the Target Company and the
	Existing Shareholders, performance of its obligations of CTV
	Golden Bridge at Completion is subject to the following
	conditions:
	(i)	the representations and warranties in the Investment
		Agreement made by the CTV Golden Bridge remain true,
		accurate and complete up to the Completion Date;
	(ii)	the CTV Golden Bridge have provided to the Target
		Company the duly executed Investment Agreement, the
		revised articles of association of the Target Company and
		all other relevant documents of the Proposed Investment;
		and
	(iii)	the CTV Golden Bridge have deposited the Capital
		Contribution Amount in full into the designated capital
		verification bank account of the Target Company.
Completion:	Completion shall take place on the date when all conditions
	precedent set out in the Investment Agreement are satisfied or

waived (where applicable), or such other date as agreed by the parties to the Investment Agreement.

The Target Company shall complete the necessary filings with the relevant PRC authority(ies) within 60 business days from the Completion Date.

Basis of the Capital Contribution Amount

The Capital Contribution Amount was arrived at with reference to the market value of the Target Company and will be satisfied by the internal financial resources of the Group.

- 3 -

The Directors consider that the Investment Agreement were entered into after arm's length negotiations and on normal commercial terms and that the terms are fair and reasonable and in the interests of the Group and the Shareholders as a whole.

INFORMATION OF THE RELEVANT PARTIES

CTV Golden Bridge

CTV Golden Bridge is principally engaged in TV advertising agency, branding and content production services.

The Target Company

Target Company is a limited company established in the PRC and is principally engaged in animation content creation and production, children's toy design and marketing, and child education programme development.

Based on the unaudited consolidated financial information of the Target Company, for the year ended 31 December 2018, the revenue recorded was approximately RMB122 million (2017: RMB73 million), loss before taxation and after taxation was approximately RMB154 million (2017: RMB207 million), and the net asset value as at 31 December 2018 was approximately RMB134 million.

Upon Completion, the Target Company will not become a subsidiary or an associate company of the Company, and the financial results of the Target Company will not be consolidated in the financial statements of the Group nor be equity accounted for in the Group's consolidated financial statements as an associate company.

REASONS AND BENEFITS OF THE PROPOSED INVESTMENT

The Company is an investment holding company and its subsidiaries are principally engaged in provision of TV advertisement, creative content production and digital marketing services for advertisers and advertising agents.

The Group has been exploring to expand into the consumer goods market by leveraging on brand creative communication and content development, and laying a foundation for the medium and long term development of the Group through the development of new business growth points to continue to create value for society, clients, staff and Shareholders. The Proposed Investment provides an opportunity for the Group to intensify the core competitiveness in creative communication and content development and will further expand its business into the consumer goods market, and therefore the Board is of the view that the Proposed Investment is beneficial to the Group.

- 4 -

LISTING RULES IMPLICATION

Since one of the applicable percentage ratios in respect of the Proposed Investment exceeds 5% but is less than 25%, the Proposed Investment constitutes a disclosable transaction of the Company, and is therefore subject to the reporting and announcement requirements but is exempt from the circular and shareholders' approval requirements under Chapter 14 of the Listing Rules.

DEFINITIONS

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

"Board"	the board of Directors of the Company
"Capital Contribution Amount"	the amount of RMB122 million to be contributed by
	CTV Golden Bridge to the Target Company pursuant to
	the Investment Agreement
"Company"	SinoMedia Holding Limited, a company incorporated in
	Hong Kong with limited liability, the shares of which are
	listed on the Main Board of the Stock Exchange (stock
	code: 623)
"Completion"	completion of the Proposed Investment pursuant to the
	terms set out the Investment Agreement
"Completion Date"	the date when all conditions precedent set out in the
	Investment Agreement are satisfied or waived (where
	applicable) or as agreed by the parties to the Investment
	Agreement
"connected person(s)"	has the same meaning as ascribed to it under the Listing
	Rules
"CTV Golden Bridge"	CTV Golden Bridge Advertising Company Limited* (中
	視金橋廣告有限公司), a limited company established
	in the PRC and an indirect non-wholly-owned subsidiary
	of the Company
"Director(s)"	the director(s) of the Company

- 5 -

"Existing Shareholder(s)"	(i) Mr. Zhu; and (ii) all other shareholders of the Target
	Company as at the date of this announcement which
	include seven individuals who are PRC residents, four
	limited partnership and one limited company established
	in the PRC
"Group"	the Company and its subsidiaries
"Hong Kong"	The Hong Kong Special Administrative Region of the
	PRC
"Independent Third Party(ies)"	any person(s) or company(ies) and their respective
	ultimate beneficial owner(s) whom, to the best of the
	Director's knowledge, information and belief and
	having made all reasonable enquiries, are third parties
	independent of the Company and its connected persons
	pursuant to the Listing Rules
"Investment Agreement"	the investment agreement dated 22 November 2019
	entered into among (i) CTV Golden Bridge; (ii) the
	Target Company; and (iii) the Existing Shareholders
"Listing Rules"	the Rules Governing the Listing of Securities on The
	Stock Exchange of Hong Kong Limited
"Mr. Zhu"	Mr. Zhu Weisong (朱偉松), a PRC resident and the
	majority shareholder of the Target Company, who will
	be interested in 68.14% of the registered capital of the
	Target Company upon the Completion of the Proposed
	Investment
"PRC"	the People's Republic of China, which, for the purpose
	of this announcement, shall exclude Hong Kong, the
	Macau Special Administrative Region of the PRC and
	Taiwan
"Proposed Investment"	the proposed capital contribution by CTV Golden
	Bridge in the amount of RMB122 million to the Target
	Company pursuant to the Investment Agreement
"RMB"	Renminbi, the lawful currency of the PRC
"Share(s)"	the ordinary share(s) in the share capital of the Company

- 6 -

"Shareholder(s)"	holder(s) of the issued Shares of the Company
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"subsidiary"	has the same meaning as ascribed to it under the Listing
	Rules
"Target Company"	Shanghai Putao Technology Co., Ltd.* (上海葡萄緯度
	科技有限公司), a limited company established in the
	PRC

On behalf of the Board

SinoMedia Holding Limited

Chen Xin

Chairman

Hong Kong, 22 November 2019

The English translation of Chinese names or words in this announcement, where indicated by "*", are included for information purpose only, and should not be regarded as the official English translation of such Chinese names or words.

As at the date of this announcement, the Board comprises Mr. Chen Xin, Ms. Liu Jinlan and Mr. Li Zongzhou as executive directors, and Mr. Qi Daqing, Ms. Wang Xin, Mr. He Hui David and Ms. Ip Hung as independent non-executive directors.

- 7 -