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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a licensed securities dealer or registered institution in securities, a bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your securities in China Data Broadcasting Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee, licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. 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. This circular appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities. China Data Broadcasting Holdings Limited （中華數據廣播控股有限公司）* (Incorporated in Bermuda with limited liability) (Stock Code: 8016) (1) CONNECTED TRANSACTION AND VERY SUBSTANTIAL ACQUISITION (2) REVERSE TAKEOVER INVOLVING A NEW LISTING APPLICATION (3) PROPOSED GRANT OF SPECIFIC MANDATE TO ISSUE SHARES (4) APPLICATION FOR WHITEWASH WAIVER (5) CONTINUING CONNECTED TRANSACTIONS (6) PROPOSED CHANGE OF COMPANY NAME (7) PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL (8) PROPOSED ADOPTION OF NEW BYE-LAWS Financial adviser to China Data Broadcasting Holdings Limited and the Sponsor to the deemed new listing application of China Data Broadcasting Holdings Limited Independent financial adviser to the Independent Board Committee and to the Independent Shareholders TC Capital Asia Limited A letter from the Independent Board Committee (as defined in this circular) is set out on pages 61 to 62 of this circular, and a letter from TC Capital (as defined in this circular) containing its advice to the Independent Board Committee and the Independent Shareholders is set out on pages 63 to 106 of this circular. A notice convening the special general meeting of China Data Broadcasting Holdings Limited to be held at Gloucester Room, 2/F, Mandarin Oriental Hong Kong, 5 Connaught Road, Central, Hong Kong on Tuesday, 8 January 2013 at 9:30 a.m. is set out on pages SGM-1 to SGM-4 of this circular. A form of proxy for use at the meeting is enclosed. Whether or not you intend to attend the meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the branch share registrars of China Data Broadcasting Holdings Limited in Hong Kong, Hong Kong Registrars Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding of the meeting or any adjournment thereof. Completion and return of the proxy form shall not preclude you from attending, and voting in person at the meeting or any adjournment thereof should you so wish. This circular will remain on the “Latest Company Announcements” page of the GEM website at http://www.hkgem.com for at least 7 days from the date of its posting and on the website of China Broadcasting Holdings Limited at www.cdb-holdings.com.hk. 12 December 2012 * For identification only 72262.12b.Dpwfs!F/joee!!!2 2202303123!!!4;32;35 CHARACTERISTICS OF GEM The Growth Enterprise Market (“GEM”) of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) has been positioned as a market designed to accommodate companies to which a high investment risk may be attached than other companies listed on the Stock Exchange. 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 more 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. - i - 72262.13b.HFN!F/joee!!!j 2202303123!!!4;32;58 CONTENTS Page EXPECTED TIMETABLE . 1 SUMMARY. 2 DEFINITIONS . 15 GLOSSARY AND TECHNICAL TERMS . 23 CORPORATE INFORMATION . 26 DIRECTORS . 28 PARTIES INVOLVED . 30 LETTER FROM THE BOARD . 32 LETTER FROM THE INDEPENDENT BOARD COMMITTEE . 61 LETTER FROM TC CAPITAL . 63 WAIVER FROM STRICT COMPLIANCE WITH THE GEM LISTING RULES . 107 RISK FACTORS . 109 INDUSTRY OVERVIEW . 131 REGULATORY OVERVIEW . 153 HISTORY AND BACKGROUND OF THE TARGET GROUP. 158 BUSINESS OF THE TARGET GROUP . 165 STATEMENT OF BUSINESS OBJECTIVES . 219 RELATIONSHIP WITH THE CONTROLLING SHAREHOLDERS . 228 - ii - 72262.14b.Dpoufout!F/joee!!!jj 2202303123!!!4;37;43 CONTENTS Page CONNECTED TRANSACTIONS . 247 DIRECTORS AND SENIOR MANAGEMENT OF THE ENLARGED GROUP. 263 FINANCIAL INFORMATION OF THE TARGET GROUP . 273 SHARE CAPITAL . 335 APPENDIX I – ACCOUNTANTS’ REPORT ON THE TARGET GROUP . I–1 APPENDIX II – FINANCIAL INFORMATION OF THE GROUP . II–1 APPENDIX III – UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP . III–1 APPENDIX IV – SUMMARY OF PRINCIPAL PROVISIONS OF THE NEW BYE-LAWS AND BERMUDA COMPANY LAW . IV–1 APPENDIX V – STATUTORY AND GENERAL INFORMATION . V–1 APPENDIX VI – DOCUMENTS AVAILABLE FOR INSPECTION . VI–1 NOTICE OF SGM . SGM–1 - iii - 72262.14b.Dpoufout!F/joee!!!jjj 2202303123!!!4;37;43 EXPECTED TIMETABLE EXPECTED TIMETABLE AND TRADING ARRANGEMENTS The following expected timetable is indicative only and is subject to change. If necessary, further announcement(s) in relation to revised timetable will be published as and when appropriate. Latest time for lodging forms of proxy for the SGM. 9:30 a.m. on Sunday, 6 January 2013 SGM . 9:30 a.m. on Tuesday, 8 January 2013 Announcement of the results of the SGM to be published. .Tuesday, 8 January 2013 Completion of the Acquisition and issue of the New Ordinary Shares and the New Convertible Preference Shares . on or before Thursday, 28 February 2013 Announcement of completion of the Acquisition to be published . on or before Thursday, 28 February 2013 - 1 - 72262.15b.Ujnfubcmf!F/joee!!!2 2202303123!!!4;37;63 SUMMARY This summary aims at giving you an overview of the information contained in this circular. As it is a summary, it does not contain all the information that may be important to you. You should read the whole circular before making a decision on the Acquisition and the appropriate course of action for yourself. There are risks associated with any business. You should read the section headed “Risk factors” of this circular carefully before making a decision on the Acquisition. BACKGROUND The Board announced on 23 April 2012 that the Company as purchaser, Fit Generation as vendor and Changhong (Hong Kong) Trading as guarantor had entered into the Acquisition Agreement, pursuant to which the Company has conditionally agreed to purchase from Fit Generation, and Fit Generation has conditionally agreed to sell to the Company, the entire issued share capital of Target Co BVI, at a total consideration of HK$2,012,868,000, to be settled in full by the allotment and issue of the New Ordinary Shares and the New Convertible Preference Shares. Changhong (Hong Kong) Trading, being the holding company of Fit Generation, has agreed to guarantee the obligations of Fit Generation under the Acquisition Agreement. It is a term of the New Convertible Preference Shares that if the issue of the Conversion Shares following the exercise of the conversion rights relating to any of the New Convertible Preference Shares would result in the Company not meeting the public float requirement under the GEM Listing Rules immediately after the conversion, then the number of the Conversion Shares to be issued shall be reduced to a maximum number which will not result in a breach of the public float requirement and the balance of the conversion rights attached to the New Convertible Preference Shares which the holder sought to convert shall be suspended until the Company is able to issue additional Conversion Shares whilst complying the public float requirement. The Company will seek the grant of a specific mandate from the Independent Shareholders to allot and issue the New Ordinary Shares, the New Convertible Preference Shares and the Conversion Shares. Assuming the New Convertible Preference Shares are fully converted and that further new Shares are issued by the Company to the public so that the minimum public float requirement of 25% is met (which scenario shall not happen as it is not the intention of the parties under the Acquisition Agreement), the corresponding pro forma earnings per Share and pro forma net asset per Share would, for illustration purposes only, be HK$0.06 and HK$0.25 respectively (based on a total of 2,972,673,787 Shares). Assuming Completion has taken place on 1 January 2011, the pro forma earnings per Ordinary Share of the Enlarged Group would become HK$0.38 per Ordinary Share (based on a total of 469,000,000 Shares after the issuance of the New Ordinary Shares following the Acquisition and assuming no New Convertible Preference Shares have been converted), and approximately HK$0.08 per Ordinary Share (based on a total of 2,346,868,000 Shares after the issuance of the New Ordinary Shares and full conversion of all New Convertible Preference Shares), as compared to the earnings per Ordinary Share of the Group of approximately HK$0.03 for the year ended 31 December 2011 (based on 334,000,000 Ordinary Shares in issue).

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