Media Chinese International : NOTICE OF THE 30TH ANNUAL GENERAL MEETING

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MEDIA CHINESE INTERNATIONAL LIMITED

世 界 華 文 媒 體 有 限 公 司

(Incorporated in Bermuda with limited liability)

(Malaysia Company No. 200702000044)

(Hong Kong Stock Code: 685)

(Malaysia Stock Code: 5090)

NOTICE OF THE 30TH ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Thirtieth Annual General Meeting ("AGM") of Media Chinese International Limited (the "Company") 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 (the "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 following purposes:

AGENDA

AS ORDINARY BUSINESS

1.	To receive the Audited Financial Statements for the financial year ended 31	Ordinary Resolution 1
	March 2020 together with the Directors' and Independent Auditor's Reports
	thereon.
2.	To approve the payment of Directors' fees and benefits for the financial year	Ordinary Resolution 2
	ended 31 March 2020 in the amount of US$226,000.
3.	To approve the payment of Directors' fees and benefits from this 30th AGM	Ordinary Resolution 3
	until the next AGM in the amount of US$216,000.

4. To re-elect the following Directors who retire pursuant to the Company's Bye- Laws:

(i)	Dato' Sri Dr TIONG Ik King	Ordinary Resolution 4
(ii)	Ms TIONG Choon	Ordinary Resolution 5
(iii)	Mr TIONG Kiew Chiong	Ordinary Resolution 6
(iv)	Datuk CHONG Kee Yuon	Ordinary Resolution 7
5. To re-appoint Messrs PricewaterhouseCoopers as auditor of the Company for	Ordinary Resolution 8
the ensuing year and to authorise the Directors to fix its remuneration.

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AS SPECIAL BUSINESS

To consider and, if thought fit, pass with or without amendments the following resolutions:

6. ORDINARY RESOLUTION

RETENTION OF INDEPENDENT NON-EXECUTIVE DIRECTOR

"THAT approval be and is hereby given to Mr YU Hon To, David who has Ordinary Resolution 9 served as an Independent Non-executive Director ("INED") for a cumulative

term of more than twelve (12) years, to continue to act as INED of the Company until the conclusion of the next AGM in accordance with the Malaysian Code on Corporate Governance 2017."

7. ORDINARY RESOLUTION

PROPOSED RENEWAL OF SHAREHOLDERS' MANDATE FOR

RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR

TRADING NATURE

"THAT, subject to the provisions of the Listing Requirements of Bursa Ordinary Resolution 10 Malaysia Securities Berhad ("Bursa Securities"), approval be and is hereby

given for the Company and/or its subsidiaries to enter into recurrent related party transactions of a revenue or trading nature with specific classes of Related Parties (as set out in Section 2 of Part A of the circular to shareholders dated 27 July 2020), which are necessary for the day-to-day operations of the Company and its subsidiaries, in the ordinary course of business on terms not more favourable than those generally available to the public and are not detrimental to the minority shareholders of the Company;

THAT such an approval shall only continue to be in force until whichever is the earliest of:

1. the conclusion of the next AGM of the Company at which time it will lapse, unless the mandate is renewed by an ordinary resolution passed at the next AGM;
2. the expiration of the period within which the next AGM of the Company is required by any applicable laws or the Bye-Laws of the Company to be held; or
3. the date on which the approval set out in this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.

AND THAT the Directors of the Company be and are hereby authorised to take all steps and to do all such acts and deeds as they may consider expedient or necessary to give effect to the transactions contemplated and/or authorised by this Ordinary Resolution."

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8. ORDINARY RESOLUTION

PROPOSED RENEWAL OF SHARE BUY-BACK MANDATE

"THAT subject to the rules, regulations, orders made pursuant to the Malaysian Ordinary Resolution 11 Companies Act, 2016 (the "Act'), provisions of the Company's Bye-Laws, the

Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "HK Listing Rules"), the Listing Requirements of Bursa Securities or of any other stock exchange and any other relevant authority or approval for the time being in force or as amended from time to time, and paragraph (a) below, the Directors of the Company be and are hereby authorised to repurchase ordinary shares in the Company's issued share capital as may be determined by the Directors from time to time through The Stock Exchange of Hong Kong Limited (the "Stock Exchange"), Bursa Securities or any other stock exchange on which the shares of the Company may be listed and recognised by the Securities and Futures Commission of Hong Kong, the Stock Exchange and Bursa Securities for this purpose, upon such terms and conditions as the Directors may deem fit, necessary and expedient in the interest of the Company, provided that:

1. the total number of shares of the Company which may be repurchased pursuant to the approval in the paragraph above shall not exceed 10% of the total number of issued ordinary shares of the Company as at the date of passing this resolution (such total number to be subject to adjustment in the case of any consolidation or subdivision of any of the shares of the Company into a smaller or larger number of shares of the Company after the passing of this resolution), and the said approval shall be limited accordingly;
2. the maximum funds to be allocated by the Company for the purpose of purchasing its shares shall not exceed the total retained earnings and share premium reserves of the Company at the time of the said purchase(s); and
3. the authority conferred by this resolution shall commence immediately upon the passing of this resolution and continue to be in force during the Relevant Period.

For the purposes of this resolution, "Relevant Period' means the period from the passing of this resolution until whichever is the earliest of:

1. 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;

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1. the expiration of the period within which the next AGM of the Company is required by any applicable laws or the Bye-Laws of the Company to be held; or
2. the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.

THAT upon completion of the purchase by the Company of its own shares, the Directors of the Company be and are hereby authorised to cancel all the shares so purchased pursuant to Rule 10.06(5) of the HK Listing Rules and/or to deal with the shares in any other manner as may be allowed or prescribed by the Act, rules, regulations and orders made pursuant to the Act, the HK Listing Rules and Listing Requirements of Bursa Securities.

AND THAT the Directors of the Company be and are hereby authorised to take all such steps as are necessary or expedient to implement, finalise or to effect the aforesaid purchase(s) of shares with full powers to assent to any conditions, modifications, resolutions, variations and/or amendments (if any) as may be imposed by the relevant authorities and to do all such acts and things as the Directors may deem fit and expedient in the best interests of the Company."

9. ORDINARY RESOLUTION

PROPOSED GENERAL MANDATE TO ISSUE NEW SHARES "THAT:

(a) subject to paragraph (c) below, the exercise by the Directors of the Ordinary Resolution 12 Company during the Relevant Period (as hereinafter defined) of all the

powers of the Company to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into shares of the Company) which would or might require the exercise of such power be and is hereby generally and unconditionally approved;

1. the approval in paragraph (a) above shall authorise the Directors of the Company during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into shares of the Company) which would or might require the exercise of such power after the end of the Relevant Period;

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1. the number of shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors of the Company pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); (ii) an issue of shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into shares of the Company; (iii) an issue of shares as scrip dividends pursuant to the Bye-Laws of the Company from time to time; or
2. 1. an issue of shares under any option scheme or similar arrangement for the grant or issue of shares or rights to acquire shares of the Company, shall not exceed 10% of the total number of the issued shares of the Company as at the date of passing this resolution (such total number to be subject to adjustment in the case of any consolidation or subdivision of any of the shares of the Company into a smaller or larger number of shares of the Company after the passing of this resolution), and the said approval shall be limited accordingly; and
3. for the purposes of this resolution, "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
4. 1. the conclusion of the next AGM of the Company;
   2. the expiration of the period within which the next AGM of the Company is required by any applicable laws or the Bye-Laws of the Company to be held; or
   3. the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.

"Rights Issue" means an offer of shares open for a period fixed by the Directors of the Company to the holders of the shares of the Company on the register on a fixed record date in proportion to their then holdings of such shares as at that date (subject to such exclusions or other arrangements as the Directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory outside Hong Kong applicable to the Company)."

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10. ORDINARY RESOLUTION

PROPOSED GENERAL MANDATE RELATING TO AN EXTENSION TO

THE GENERAL MANDATE TO ISSUE NEW SHARES

"THAT subject to the passing of the resolutions Nos. 11 and 12 set out in the Ordinary Resolution 13 notice convening the meeting, the general mandate granted to the Directors of

the Company to allot, issue and deal with additional shares pursuant to resolution No. 12 set out in the notice convening this meeting be and is hereby extended by the addition thereto of an amount representing the total number of issued shares of the Company repurchased by the Company under the authority granted pursuant to resolution No. 11 set out in the notice convening this meeting, provided that such amount of shares so repurchased shall not exceed

10% of the total number of issued shares of the Company as the date of the said resolution (such total number to be subject to adjustment in the case of any consolidation or subdivision of any of the shares of the Company into a smaller or larger number of shares of the Company after the passing of this resolution)."

By Order of the Board

MEDIA CHINESE INTERNATIONAL LIMITED

TIN Suk Han

TONG Siew Kheng

Joint Company Secretaries

27 July 2020

Notes:

1. As a precautionary measure in view of the COVID-19 pandemic, the 30th AGM of the Company in Malaysia will be conducted on a virtual basis through remote participation and electronic voting facilities at the Broadcast Venue. Please follow the procedures provided in the Administrative Details for the 30th AGM in order to register, participate and vote remotely.
   The Chairman of the meeting will be present at the Broadcast Venue. No shareholders/proxies/corporate representatives from the public will be allowed to present at the Broadcast Venue on the day of the 30th AGM.
   For shareholders in Hong Kong, the 30th AGM of the Company held in Hong Kong will be conducted with additional measures, which will be followed at the AGM, including without limitations, (i) compulsory body temperature checks; (ii) wearing of surgical face masks prior to entering the meeting venue of the 30th AGM; (iii) each attendee being assigned a designated seat at the time of registration to ensure social distancing; and (iv) no refreshments will be served.
2. Any member of the Company entitled to attend and vote at the meeting is entitled to appoint one proxy or proxies to attend, participate, speak and vote instead of him. A proxy may but need not be a member of the Company. When a member appoints more than one proxy, the appointment shall be invalid unless he/she specifies the proportions of his/her shareholdings to be represented by each proxy.

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1. A member of the Company who is an authorised nominee as defined under the Malaysian Securities Industry (Central Depositories) Act 1991 may appoint at least one (1) proxy (but not more than two proxies) in respect of each securities account it holds with ordinary shares of the Company standing to the credit of the said securities account. Where a member of the Company is an exempt authorised nominee which holds ordinary shares in the Company for multiple beneficial owners in one securities account ("omnibus account"), there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each omnibus account it holds.
2. For the purpose of the annual general meeting, the register of members in Hong Kong will be closed on Tuesday, 18 August 2020 to Wednesday, 26 August 2020, both days inclusive, during which no transfer of shares will be registered. In order to qualify for attending the forthcoming annual general meeting, all completed transfer forms accompanied by the relevant share certificates must be lodged with the Company's Hong Kong share registrar and transfer office, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration no later than 4:30 p.m. on Monday, 17 August 2020. In respect of the shareholders in Malaysia, a depositor in Malaysia shall qualify for the entitlement to attend the annual general meeting only in respect of shares transferred into the depositor's securities account before 4:00 p.m. on Monday, 17 August 2020.
   Shareholders who wish to request for transmission of their shares between the Malaysia Register and Hong Kong Register are advised to take note that request for transmission will be suspended from Tuesday, 18 August 2020 to Wednesday, 26 August 2020, both days inclusive.
3. To be valid, the proxy form, together with any power of attorney or other authority (if any) under which it is signed, or a notarially certified copy thereof, must be lodged with (i) 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, to submit the electronic proxy form via https://tiih.online, or (ii) the Hong Kong head office and principal place of business of the Company 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 appointed for holding the meeting or any adjournment thereof.
4. Explanatory notes on special business:
5. 1. Pursuant to the Listing Requirements of Bursa Securities, fees and benefits payable to directors should be approved by shareholders at general meeting. In this respect, the Company is seeking shareholders' approval on the directors' fees and benefits to the non-executive directors ("NEDs") under the proposed Ordinary Resolutions No. 2 and 3. The directors' benefits comprise meeting allowance as and when incurred, after the NEDs have discharged their services to the Company.
      For the proposed Ordinary Resolution No. 3, the total amount payable is estimated for a period of 13 months from the 30th AGM until the next AGM, based on the current Board remuneration structure and taking into account various factors including the number of scheduled Board meetings and Board committees meetings as well as the number of NEDs to be attended in these meetings.
   2. For the proposed Ordinary Resolution No. 9, the tenure of Mr YU Hon To, David as an INED shall commence when the Company was dual-listed on Bursa Securities on 30 April 2008. In line with the Malaysian Code on Corporate Governance 2017, the Nomination Committee and the Board had assessed the independence of Mr YU Hon To, David, who has served as an INED for a cumulative term of more than twelve years, and recommended him to continue to act as an INED of the Company, based on the following justifications:
   3. 1. he has fulfilled all the requirements regarding independence of an INED and has provided annual confirmation of independence to the Company pursuant to Rule 3.13 of the HK Listing Rules and Paragraph 1.01 of the Listing Requirements of Bursa Securities. There is no evidence that his tenure has had any impact on his independence;

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1. 1. he has professional expertise in audit and finance sector, and detailed knowledge in corporate governance and regulatory matters. He has proven commitment and experience to provide an element of objectivity, independent judgement and balance to the Board for informed and balance decision-makings; and
   2. he has exercised due care during his tenure as INED and has discharged his duties with reasonable skill and competence, bringing independent judgement and depth into the Board's decision-making in the interest of the Company and its shareholders.
2. The proposed Ordinary Resolution No. 10, if passed, will empower the Company and/or its subsidiaries to enter into recurrent related party transactions of a revenue or trading nature with related parties in the ordinary course of business based on normal commercial terms which are not more favourable to the related parties than those generally available to the public which are necessary for the day-to-day operations of the Company and its subsidiaries. Please refer to the circular to shareholders dated 27 July 2020 for more information.
3. The detailed information on Ordinary Resolution No. 11 on the proposed renewal of share buy-back mandate is set out in the circular to shareholders dated 27 July 2020 accompanying this Annual Report.
4. The Company has not issued any new shares under the general mandate for issuance and allotment of shares up to 10% of the total number of issued shares of the Company, which was approved at the 29th AGM held on 14 August 2019 and which will lapse at the conclusion of the 30th AGM to be held on 26 August 2020. A renewal of this mandate is sought at the 30th AGM under proposed Ordinary Resolution No. 12.
   The proposed Ordinary Resolution No. 12, if passed, will authorise the Directors to issue and allot shares up to 10% of the total number of issued shares of the Company for the time being for such purposes as the Directors would consider to be in the interest of the Company. This is to avoid any delay and cost involved in convening a general meeting to approve such an issue of shares. This authority, unless revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting, will expire at the conclusion of the next AGM of the Company.
   The general mandate, if passed, will provide flexibility to the Directors of the Company to allot and issue shares for any possible fund raising activities, including but not limited to placement of shares, for the purpose of funding future investment, working capital and/or acquisition.

As at the date of this notice, the Board comprises Ms. TIONG Choon, Mr. TIONG Kiew Chiong and Mr. LEONG Chew Meng, being executive directors; Dato' Sri Dr. TIONG Ik King, being non-executive director; and Mr. YU Hon To, David, Datuk CHONG Kee Yuon and Mr. KHOO Kar Khoon, being independent non-executive directors.

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