UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
______________
FORM 6-K
______________
REPORT OF
FOREIGN PRIVATE ISSUER
Pursuant to
Rule 13a-16 or 15d-16 of
The
Securities Exchange Act of 1934
For the
Month of October, 2008
Commission File Number 333-152305
CHINA MASS MEDIA INTERNATIONAL ADVERTISING CORP.
6th Floor, Tower B, Corporate Square, 35 Finance Street
Xicheng District, Beijing 100032
People’s Republic of China
(86-10) 8809-1099
(Address of Principal Executive Offices)
(Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.)
Form 20-F |X| Form 40-F |_|
(Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(1).)
Yes |_| No |X|
(Indicate by check mark if the registrant is submitting the Form 6-K
iin paper as permitted by Regulation S-T Rule 101(b)(7).)
Yes |_| No |X|
(Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934.)
Yes |_| No |X|
(If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82- )
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CHINA MASS MEDIA INTERNATIONAL ADVERTISING CORP.
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(Registrant)
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Date:
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March 5, 2009
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By:
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/s/ Shengcheng Wang
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Name:
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Shengcheng Wang
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Title:
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Chairman and Chief Executive Officer
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CHINA MASS MEDIA INTERNATIONAL ADVERTISING CORP.
6th Floor, Tower B, Corporate Square
35 Finance Street
Xicheng
District, Beijing 100032
People’s Republic of China
NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
To Be Held on April 3, 2009
NOTICE IS HEREBY GIVEN that the extraordinary general meeting of
shareholders (the “EGM”) of China Mass Media International Advertising
Corp. (the “Company”), a Cayman Islands company, will be held on Friday,
April 3, 2009, at 10:00 AM, Beijing time, at the Company’s office at 6th
Floor, Tower B, Corporate Square, 35 Finance Street, Xicheng District,
Beijing 100032, People’s Republic of China, for the following purpose:
1. To approve the change of the Company’s name to “China Mass Media
Corp.”
2. To consider and act upon such other business as may properly come
before the EGM or any adjournment thereof.
Holders of record of ordinary shares at the close of business on
February 27, 2009 will be entitled to attend and vote at the EGM. A
holder entitled to attend and vote is also entitled to appoint a proxy
to attend and, on a poll, vote instead of him and that proxy need not be
a holder of ordinary shares of the Company. Whether or not you expect
to attend the EGM in person, please mark, date, sign and return the
enclosed proxy card as promptly as possible to: Sun Zhili, China Mass
Media International Advertising Corp., 6th Floor, Tower B, Corporate
Square, 35 Finance Street, Xicheng District, Beijing 100032, People’s
Republic of China. The enclosed proxy card shall be received by us no
later than 10:00AM Beijing time on April 1, 2009 to ensure your
representation and the presence of a quorum at the EGM. Sending in your
proxy will not prevent you from voting in person at the EGM.
Holders of American Depositary Shares representing ordinary shares at
the close of business on February 27, 2009 will be entitled to vote
through the depositary at the EGM. Please refer to the voting materials
delivered to you by the depositary for how you may instruct the
depositary to vote.
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By Order of the Board of Directors,
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/s/Shengcheng Wang
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Shengcheng Wang
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Chairman of the Board of Directors
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1
CHINA MASS MEDIA INTERNATIONAL ADVERTISING CORP.
6th Floor, Tower B, Corporate Square
35 Finance Street
Xicheng
District, Beijing 100032
People’s Republic of China
PROXY STATEMENT
For Extraordinary General Meeting of Shareholders
to be Held on
April 3, 2009
General
This proxy statement is being furnished to holders of the ordinary
shares, including holders of the ordinary shares in the form of American
Depositary Shares (the “ADS”), (each a “Shareholder” collectively the
“Shareholders”), of China Mass Media International Advertising Corp.
(the “Company”) in connection with the solicitation of proxies by the
board of directors of the Company (the “Board”) for use at the
extraordinary general meeting of Shareholders (the “EGM”) to be held on
Friday, April 3, 2009, at 10:00 AM, Beijing time, at the Company’s
office at 6th Floor, Tower B, Corporate Square, 35 Finance Street,
Xicheng District, Beijing 100032, People’s Republic of China, and at any
adjournments or postponements thereof.
The specific proposal to be considered and acted upon at the EGM is
summarized in the accompanying Notice of Extraordinary General Meeting
of Shareholders (the “Notice”). The proposal is described in more
detail in this proxy statement.
Revocability of Proxies
Any proxy given pursuant to this solicitation may be revoked by the
person giving it at any time before its use by delivering a written
notice of revocation or a duly executed proxy bearing a later date, or
by attending the meeting and voting in person.
Record Date, Share Ownership and Quorum
Shareholders of record at the close of business on February 27, 2009
(the “Shareholders Record Date”) are entitled to vote at the EGM. The
Board has established February 27, 2009 (the “ADS Holders Record Date”)
as the date used to determine those record holders of the Company’s ADSs
to whom the notice of the EGM will be sent. On the Shareholders Record
Date, 716,375,000 of the Company’s ordinary shares, par value US$0.001
per share, were issued and outstanding. At least one Shareholder
entitled to vote and present in person or by proxy or, in the case of a
Shareholder being a corporation, by its duly authorized representative,
representing not less than one-third of the votes of the ordinary shares
entitled to vote at the EGM shall form a quorum.
Voting and Solicitation
2
Holders of ordinary shares outstanding on the Shareholders Record Date
are entitled to one vote for each ordinary share held. At the EGM,
every Shareholder present in person or by proxy or, in the case of a
Shareholder being a corporation, by its duly authorized representative,
may vote for the fully paid ordinary shares held by such Shareholder. A
resolution put to the vote of a meeting shall be decided on a poll. The
result of the poll shall be deemed to be the resolution of the meeting.
The cost of soliciting proxies will be borne by us. Proxies may be
solicited by certain of our directors, officers and regular employees,
without additional compensation, in person or by telephone or electronic
mail. Copies of solicitation materials will be furnished to banks,
brokerage houses, fiduciaries, and custodians holding in their names our
ordinary shares beneficially owned by others to forward to those
beneficial owners. We will reimburse the depositary bank for the ADSs,
Citibank, N.A., for costs incurred by it in mailing proxy materials to
ADS holders in accordance with the deposit agreement.
When proxies are properly dated, executed, and returned by Shareholders
pursuant to the instructions on the accompanying proxy card, the
ordinary shares they represent will be voted at the EGM in accordance
with the instructions of the Shareholder. If a Shareholder executes and
returns the enclosed proxy card but does not give instructions as to how
to vote, the ordinary shares will be voted “FOR” the proposal described
in this proxy statement and in the proxy holder’s discretion as to other
matters that may properly come before the EGM. Abstentions by
Shareholders are included in the determination of the number of ordinary
shares present and voting but are not counted as votes for or against a
proposal. Broker non-votes will not be counted towards a quorum or for
any purpose in determining whether the proposal is approved.
PROPOSAL
To Change the Company’s Name to “China Mass Media Corp.”
Pursuant to Article 148 of the Third Amended and Restated Memorandum and
Articles of Association of the Company (the “M&A”), the Company may at
any time and from time to time by special resolution alter or amend the
Articles or the Memorandum of Association of the Company, in whole or in
part, or change the name of the Company.
The affirmative vote of a two-thirds majority of the votes of the
Shareholders present in person or represented by proxy or, in the case
of a Shareholder being a corporation, by its duly authorized
representative, and voting at the EGM is required to authorize the Board
to change the Company’s name.
The Board recommends that the Shareholders vote FOR the proposal to
change the Company’s name to “China Mass Media Corp.”
3
OTHER MATTERS
The Board knows of no other business that will be presented at the
EGM. If any other business is properly brought before the EGM, proxies
in the enclosed form will give authority to the proxy holders to vote on
such matters at their discretion.
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By Order of the Board of Directors,
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/s/ Shengcheng Wang
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Shengcheng Wang
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Chairman of the Board of Directors
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4
CHINA MASS MEDIA INTERNATIONAL
ADVERTISING CORP.
(Incorporated in the Cayman Islands with
Limited Liability)
Form of Proxy for Extraordinary General
Meeting
(or any adjournment thereof) to be Held
on April 3, 2009
I/We, _____________________________ of
_______________________, being the registered holder of
_____________________ ordinary shares
(Note 1)
, par value US$0.001
per share, of China Mass Media International Advertising Corp. (the
“Company”) hereby appoint the Chairman of the Extraordinary General
Meeting
(Note 2)
or ____________________ of ________________________________ as my/our
proxy to attend and act for me/us at the Extraordinary General Meeting
(or at any adjournment thereof) of the Company to be held at the
Company’s office at 6th Floor, Tower B, Corporate Square, 35 Finance
Street, Xicheng District, Beijing 100032, People’s Republic of China, at
10:00 a.m. (Beijing time), and at any adjournment(s) or postponement(s)
thereof, and in the event of a poll, to vote for me/us as indicated
below, or if no such indication is given, as my/our proxy thinks fit.
RESOLUTION
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FOR
(Note 3)
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AGAINST
(Note 3)
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ABSTAIN
(Note 3)
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To change the Company’s name to “China Mass Media Corp.”
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Dated: ______________________ Signature(s)
(Note
4)
:_________________________
____________________________
Notes:
1. Please insert the number of shares registered in your name(s) to
which this proxy relates. If no number is inserted, this form of proxy
will be deemed to relate to all the shares in the Company registered in
your name(s).
2. If any proxy other than the Chairman is preferred, strike out the
words “
THE CHAIRMAN OF THE EXTRAORDINARY GENERAL MEETING OR
”
and insert the name and address of the proxy desired in the space
provided. A member may appoint one or more proxies to attend and vote
in his or her stead.
ANY ALTERATION MADE TO THIS FORM OF
PROXY MUST BE INITIALED BY THE PERSON(S) WHO SIGN(S) IT
.
3.
IMPORTANT: PLEASE TICK TO INDICATE YOUR VOTING
PREFERENCE.
Failure to complete any or all the boxes will entitle
your proxy to cast his votes at his discretion.
4. This form of proxy must be signed by you or your attorney duly
authorized in writing or, in the case of a corporation, must be either
executed under its common seal or under the hand of an officer or
attorney or other person duly authorized to sign the same.
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