SCCC Sun 3C Media

RNS Number:2551D
Sun 3C Media PLC
04 September 2007


4 September 2007

                                Sun 3C Media Plc

     Announcement of the completion of CEC Unet Plc and China Business Post
                 acquisitions and proposed company name change

London, Beijing, 4 September 2007: Sun 3C Media Plc ("Sun 3C", or "Company") the
Chinese mobile media services company listed on AIM (AIM: SCCC), today announces
that it has completed the acquisition of the assets of CEC Unet Plc ("Unet"), a
Chinese leading provider of electronic payment and top-up services for mobile
phones. This acquisition solidifies Sun 3C's position as one of the leading
mobile payment networks in the Peoples Republic of China. As announced on 15 May
2007, Sun 3C has acquired the assets from China Electronics and Appliances
Corporation ("CEAC") for a consideration of RMB 3.5 million (approximately
#230,000) in cash and 77,355,946 ordinary shares of Euro0.01 each in the Company
("Ordinary Shares"). In addition, the Company has simultaneously completed the
acquisition of 80 per cent. of the sales, marketing and distribution rights to
the China Business Post ("CBP"), a leading weekly Chinese business newspaper,
details of which were announced on 1 December 2006.

Highlights:

   * Acquisitions funded through share transfer from existing shareholders in
     Sun 3C.
   * No dilution of Sun 3C share capital as a result of the transactions.
   * New largest shareholder is CEAC, a subsidiary of China Electronics
     Corporation, one of China's largest producers and distributors of mobile
     handsets, and the leading electronic conglomerate in China
   * Li Gang to join Sun 3C as CEO.
   * Company name to change to CEC Unet Plc by way of resolution at the
     upcoming annual general meeting.

CEC Unet Plc

Completion of the CEC Unet Plc acquisition completes a vital piece of Sun 3C's
strategy, giving it a payment and distribution channel for its mobile media
services that directly reaches 7m mobile consumers through 30,000 sales outlets.
The company plans to expand the business outside Henan province into other key
provinces and to use Unet's sales channels for the sale of Sun 3C's library of
mobile content and services. Additionally, the Company is exploring options for
the introduction of other payment services leveraging Unet's established network
with lottery, mobile game & other forms of digital products.

Under the terms of the Asset Sale and Purchase Agreement ("Agreement"), Sun 3C
has acquired the assets and business of Unet in exchange for the transfer of
77,355,946 Ordinary Shares ("Consideration Shares") satisfied by the allotment
of shares from two existing shareholders, Sun Media Investment Holdings Ltd
("SMIH") and Sun Media Investments International Ltd ("SMII"), both companies
owned and controlled by Dr Bruno Wu, founder of the Company, and the payment by
the Company of RMB 3.5 million in cash.

The Consideration shares will be subject to a lock in arrangement following
completion with the vendors of Unet being unable to sell or otherwise dispose of
the following Consideration Shares until certain dates:

4 December 2007 25,785,315 Ordinary Shares

4 September 2008 25,785,315 Ordinary Shares

4 September 2009 25,785,315 Ordinary Shares

SMIH and SMII have entered into the Agreement in recognition of the fact that
the initial business strategy for the Company has changed considerably from TV
shopping and as a result the Company has not been in a position to capitalise on
certain assets to the anticipated level. SMIH and SMII have agreed to this
transaction to ensure that the interests of Sun 3C's shareholders are protected
and to illustrate its commitment to the Sun 3C strategy. As consideration for
settling the share payment for Unet, Sun will transfer to SMIH the agreements
entered into by it on 30 June 2006 giving it the rights to a jewellery
distribution contract, the online versions of a number of lifestyle magazines,
and the rights to the electronic edition of Wine & Dine.

The disposal of these assets to SMIH, which is currently the largest individual
shareholder in Sun, is considered for the purposes of the AIM Rules to be a
related party transaction. The directors of Sun, other than Dr Wu, having
consulted with Blue Oar Securities Plc, nominated adviser and broker to the
Company, consider the terms of the proposed transaction with SMIH to be fair,
reasonable and in the best interests of shareholders in Sun as a whole.

CEAC, the vendor of Unet, has provided the Company with a post-tax profit
guarantee for Unet of RMB 15 million (approximately #990,000) for the calendar
year ending December 31, 2007 and a post-tax profit guarantee of RMB 20 million
(#1.3 million) for the year ending December 31, 2008. The profit guarantee only
covers the existing top-up and sim-card sales business in Henan province. Any
profits resulting from geographic or product expansion post-acquisition do not
count towards the profit guarantee. Under the terms of the Agreement, CEAC will
pay to the Company, in cash, the shortfall between the reported profit for the
existing business of Unet in the years ended 31 December 2007 and 31 December
2008 and the targets referred to above.

Since the announcement of 15 May, Unet has provided the Company with its
unaudited financial results for the year ended 30 June 2007, which show a loss
before taxation of US$151,000 on turnover of US$5.94 million. As at 30 June
2007, Unet had unaudited net assets of US$1.14 million

As a result of the transaction, CEAC will become a strategic shareholder in Sun
3C, with an interest of 15.8 per cent of the Company. Established in 1964, CEAC
is a subsidiary of China Electronics Corporation ("CEC") a RMB 80 billion in
sales electronics conglomerate which is one of China's largest producers and
distributors of mobile handsets. It also acquired Phillips's mobile phone
division in 2005. CEAC is one of China's top three logistics and electronics
distributors, with 13 domestic subsidiaries, holdings in 15 companies, and a
nationwide customer service and support network.

To reflect the strategy of the Company and to capitalise on a strong and
important brand in China, Sun 3C plans to change its name to CEC Unet Plc by way
of resolution at the annual general meeting of the Company.

Mr. Li Gang, current CEO of CEAC will join Sun 3C as Chief Executive Officer. Mr
Chen Zhaobin, Sun 3C's current CEO and Chairman, will remain as Chairman and
hand over the role of CEO to Mr Li with effect from 3 September 2007.

Mr Li, 42, holds a Masters of Law from Beijing University. He joined CEAC in
1992 and has led the company into the mobile telecommunications industry with
his vast experience in working with government as well as in China's telecom
industry over the past 20 years. Mr Li is currently a director of China
Electronic Exhibition Corporation and China Electronic Appliance Shenzen
Limited.

Save for the above, there is no further information required to be disclosed
under paragraph (g) of Schedule 2 of the AIM Rules, with respect to the
appointment of Mr. Li.

China Business Post

In addition to the completion of the Unet acquisitions, the Company has entered
into an agreement with SMIH and SMII whereby they will transfer to Panpac Tech
Strategic Limited a total of 19,558,000 Ordinary Shares to complete the
acquisition of an 80 per cent. interest in the companies holding the sales,
marketing and distribution rights to the China Business Post, as announced on 1
December 2006.

Company Website

The Company is pleased to confirm that its website, located at
www.sun3cmedia.com is now fully compliant with AIM Rule 26.

Mr. Chen Zhaobin, Chairman of Sun 3C, said, "We are very grateful to SMIH, SMII
and their owner, Dr. Bruno Wu, for taking the step to ensure that Sun 3C's
shareholders have not been negatively impacted. This acquisition lays the
foundation for our aim to be China's leading payment service provider and to
combine the collection agent network with content distribution. I warmly welcome
Mr Li Gang into the position of CEO to deliver this strategy. After one year,
the company has now settled on a clear business strategy going forward."

Mr Chen Zhaoxiong Vice Chairman & President of CEC Group also commented, "We are
delighted that our CEAC subsidiary is becoming a shareholder in Sun 3C Media,
and that the CEC Unet Plc business will be central to Sun 3C's strategy going
forward."

Mr. Li Gang, CEO of CEAC commented: "We are very excited to complete such an
important deal. I very much look forward to working with Sun 3C Media and Mr
Chen to grow the business to become a leading payment service provider by
combining financial, content and telecommunication services."

Enquiries:

Brunswick Group LLP                             020 7404 5959
James Hogan / Carole Cable

Blue Oar Securities
William Vandyk                                  020 7448 4400


About Sun 3C Media:

Sun 3C Media Plc ("Sun 3C", AIM: SCCC) is a Chinese mobile media and services
company based out of Beijing. Sun 3C is focused on two related, but separate
areas in China's mobile industry: content and services, and distribution and
payment. With our unique combination of assets, distribution network and highly
experienced management we are in a position to capitalise on an historic
opportunity in China's mobile services industry.

For more information visit: www.sun3cmedia.com


                      This information is provided by RNS
            The company news service from the London Stock Exchange

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