Daniel McIntire, et al. v. China MediaExpress Holdings...

Case 1:11-cv-00804-VM-GWG Document 240-1 Filed 05/05/15 Page 1 of 86

Exhibit A


UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK

IN RE CHINA MEDIAEXPRESS HOLDINGS, INC. SHAREHOLDER LITIGATION

This Document Relates To:

ALL ACTIONS

Civil Action No. 11-CV-0804 (VM)

CLASS ACTION

STIPULATION AND AGREEMENT OF SETTLEMENT

1. This Stipulation and Agreement of Settlement (the “Stipulation”), dated as of May

5, 2015, is made and entered into by and among: 1) Irrevocable Trust FBO Lansing Davis and

the Davis Partnership LP (“Lead Plaintiffs”) and John Haughton, Ethan Lamar Pierce and John

Shaffer (“Additional Named Plaintiffs”), on behalf of themselves and the Class; and 2)

Defendant Deloitte Touche Tohmatsu (Hong Kong Partnership) (“DTT”), by and through their

undersigned counsel. The Lead Plaintiffs and the Additional Named Plaintiffs are sometimes

hereinafter collectively referred to as the “Class Representatives.”

WHEREAS:

A. Beginning on February 4, 2011, a series of proposed class actions was filed in the

United States District Court for the Southern District of New York (the “District

Court” or “Court”) alleging violations of the Securities Exchange Act of 1934 in

connection with alleged misrepresentations and omissions in the financial

statements and other public statements of China MediaExpress Holdings, Inc.

(“CCME”);

B

On June 7, 2011, the Court appointed Irrevocable Trust FBO Lansing Davis under

agreement dated October 1, 1979 and the Davis Partnership LP to serve as Lead

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Plaintiff, appointed Hagens Berman Sobol Shapiro LLP as Lead Counsel and

appointed Cohen Milstein Sellers & Toll, PLLC as Co-Counsel for the Class;

C. On October 25, 2011, Class Representatives filed an Amended and Consolidated

Complaint (the “Complaint”) asserting claims under Sections 10(b) (and Rule

10b-5 promulgated thereunder (17 C.F.R. § 240.10b-5)), and 20(a) of the

Securities Exchange Act of 1934 (15 U.S.C. §§ 78j(b) and 78t(a)) on behalf of all

persons who suffered losses as a result of their purchase of shares of CCME

common stock, their purchase of CCME call options, and/or their sale of CCME

put options between October 5, 2009, and March 11, 2011, inclusive (the

“Action”) 1 against DTT and various other parties [Dkt. No. 63];

D. On May 18, 2012, DTT filed a motion to dismiss the Complaint [Dkt. No. 135];

on July 6, 2012 Class Representatives filed an opposition to the motion to dismiss

[Dkt. No. 142]; and, on August 7, 2012, DTT filed a reply to the opposition [Dkt.

No. 145];

E. On February 28, 2013, the Court issued an Order denying DTT’s motion to

dismiss the Complaint [Dkt. No. 152].

F. On July 17, 2013, the Class Representatives served requests for production of

documents on DTT. They also served subpoenas on various third parties.

Beginning on October 11, 2013, and continuing through February 2014, DTT

produced thousands of documents, including many documents in Chinese. Class

Counsel have reviewed many thousands of documents produced by parties in the

1 Certain errata were corrected by the filing of a corrected version of this Complaint on October 31, 2011. Dkt. No. 64-1.

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Action and various third parties. Class Counsel has also consulted extensively

with experts in accounting, auditing and Chinese law.

G. On August 16, 2013, Class Representatives filed a motion to certify a class action

of the claims against DTT on behalf of all purchasers of common stock of CCME

between April 1, 2010 and March 11, 2011 [Dkt. No. 177]. The Class Period

identified against DTT in the August 16, 2013 motion began at a later date than

the period in the Complaint, because Class Representatives did not allege any

false statements made by DTT prior to April 1, 2010. On April 22, 2014, DTT

filed an opposition to the motion for class certification [Dkt. No. 202]; on June 2,

2014, Class Representatives filed a reply to DTT’s opposition [Dkt. No. 211]; on

July 14, 2014, DTT filed a surreply to Class Representatives’ reply [Dkt. No.

216]; and on August 6, 2014, Class Representatives filed an opposition to DTT’s

surreply [Dkt. No 219];

H. While class certification briefing was ongoing, DTT deposed and Plaintiffs

defended the depositions of all four Class Representatives and the Parties each

deposed an expert witness proffered by the other side in support of their position

on class certification;

I. On March 19, 2014, Class Counsel and DTT’s Counsel participated in a

mediation with Jed Melnick of J.A.M.S. (“Mr. Melnick”) in Washington, DC.

Although the parties did not reach agreement on that date, Mr. Melnick continued

to mediate between the parties over the next several months;

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J. On August 15, 2014, the Court granted Class Representatives’ Motion for Class

Certification, and appointed Hagens Berman as Lead Counsel and Cohen Milstein

as Co-Counsel for the Class [Dkt. No. 223].

K. On September 11, 2014, following a mediator’s proposal made on September 8,

2014, the Class Representatives and DTT agreed to settlement of all claims;

L. On January 23, 2015, the Class Representatives and DTT executed a “Term

Sheet” memorializing the basic terms of the Settlement; and

M. The Class Representatives and Class Counsel believe that the Settlement

described in this Stipulation confers substantial benefits on the Class and is in the

best interests of the Class.

NOW, THEREFORE, in consideration of the covenants, agreements, and

releases set forth herein and for other good and valuable consideration, it is hereby agreed

by and among the Class Representatives (individually and on behalf of the Class) and

DTT that, subject to the approval of the Court pursuant to Rule 23 of the Federal Rules of

Civil Procedure, the Action be forever resolved, settled, compromised, and dismissed

with prejudice on the following terms and conditions:

I. DEFINITIONS

2. Capitalized terms used in this Stipulation and listed in this section shall have the

following meanings:

(a) “Action” means In re China MediaExpress Holdings, Inc. Shareholder Litigation ,

No. 11-cv-0804(VM), pending in the United States District Court for the Southern

District of New York.

(b) “Additional Named Plaintiffs” means John Haughton, Ethan Lamar Pierce, and

John Shaffer.

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(c) “Authorized Claimant” means a Class Member (i) with a valid claim, whose

name, address, and account information is provided by CCME’s transfer agent, a

broker-dealer, or other intermediary to the Claims Administrator, or (ii) who

submits a timely and valid Proof of Claim, which includes proof of the Class

Member’s loss as specified in the Proof of Claim, to the Claims Administrator.

(d) “CCME” means China MediaExpress Holdings, Inc.

(e) “Claims Administrator” means the firm of Kutzman Carson Consultants (“KCC”),

designated by Class Counsel, that shall administer the Settlement, subject to the

approval of the District Court.

(f) “Class” or “Class Members” means all those who incurred losses as a result of

their purchase of shares of CCME common stock, their purchase of CCME call

options, and/or their sale of CCME put options during the Class Period. Excluded

from the Class are: the officers and directors of CCME during the Class Period,

any defendants in this Action, and those persons and entities that timely and

validly request exclusion from the Class.

(g) “Class Counsel” means the Court-appointed Lead Counsel and Co-Counsel for the

Class;

(h) “Class Period” means the period between April 1, 2010 and March 11, 2011,

inclusive.

(i) “Class Representatives” means the Lead Plaintiffs and Additional Named

Plaintiffs, collectively.

(j) “Complaint” means the corrected version of the Amended and Consolidated

Complaint filed on October 31, 2011 by Class Representatives in the Action.

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(k) “Co-counsel for the Class” means Cohen Milstein Sellers & Toll, PLLC (“Cohen

Milstein”)

(l) “Court” or “District Court” refers to the United States District Court for the

Southern District of New York.

(m) “DTT” means Deloitte Touche Tohmatsu (Hong Kong Partnership).

(n) “DTT’s Counsel” means Sidley Austin LLP.

(o) “DTT Released Parties” is defined expansively, including, without limitation,

DTT, Deloitte & Touche Financial Advisory Services Limited, Deloitte Touche

Tohmatsu Limited, Deloitte LLP, all member firms of Deloitte Touche Tohmatsu

Limited, and all of their respective past, present, and future parent companies,

partnerships, subsidiaries, affiliates, divisions, employees, servants, members,

partners, principals, directors, shareholders, and owners, and all of their respective

attorneys, heirs, executors, administrators, insurers, coinsurers, reinsurers, joint

ventures, personal representatives, predecessors, successors, transferees, trustees,

and assigns.

(p) “Distribution Order” means an order of the District Court that approves the

Claims Administrator’s administrative determinations concerning the acceptance

and rejection of claims to the Settlement; that approves the reasonable remaining

costs of providing Notice and administering the Settlement, including reasonable

fees and expenses of the Claims Administrator and reasonable attorneys’ fees and

expenses not previously applied for; and that determines that the Effective Date

has occurred and directs payment of the Net Settlement Fund to Authorized

Claimants.

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(q) “Effective Date of Settlement” or “Effective Date” means the date upon which the

Settlement in the Action shall become effective and final, as set forth in paragraph

35 below.

(r) “Escrow Account” means the separate interest-bearing escrow account(s) at a

federally insured banking institution designated by Class Counsel into which the

Settlement Amount is to be deposited for the benefit of the Class in this Action.

Except as set forth elsewhere in this Stipulation, the Escrow Account shall be

controlled solely by Lead Counsel.

(s) “Escrow Agent” means Huntington National Bank.

(t) “Fee and Expense Application” means an application to be filed by Class Counsel

for attorneys’ fees and reimbursement of expenses.

(u) “Final Judgment” means a judgment entered by the District Court, substantially in

the form of Exhibit B attached hereto.

(v) “Gross Settlement Fund” means the sum of the Settlement Amount and all interest

earned on the Settlement Amount.

(w) “Lead Counsel” means Hagens Berman Sobol Shapiro LLP, Court-appointed lead

counsel for the Class.

(x) “Lead Plaintiffs” means Irrevocable FBO Lansing Davis and the Davis

Partnership LP.

(y) “Net Settlement Fund” means the balance of the Gross Settlement Fund available

to be distributed to Authorized Claimants after subtracting the dollar amounts

paid or owing in connection with the Settlement as set forth in this Stipulation.

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(z) “Notice” means the “Notice of Pendency and Proposed Settlement of Class

Action,” substantially in the forms of Exhibit 1 to Exhibit A attached hereto,

which are to be sent to the Class, subject to the approval of the Court.

(aa) “Opt-Out Threshold” means a certain percentage of the aggregate damages (as

calculated according to the Plan of Allocation) specified in the Supplemental

Agreement.

(bb) “Other Plaintiffs’ Counsel” refers to any attorneys other than Class Counsel who

seek and/or receive payment from the Gross Settlement Fund.

(cc) “Parties” means: i) Class Representatives, on behalf of themselves and the

Class; and ii) DTT.

(dd) “Plan of Allocation” means the plan to distribute the portion of the Net

Settlement Fund to each Authorized Claimant as set forth in the Notice or such

other plan of allocation as the District Court approves.

(ee) “Preliminary Approval Order” means the proposed order preliminarily

approving the Settlement and directing notice to the Class of the pendency of the

Action and of the Settlement, to be entered by the District Court, substantially in

the form of Exhibit A attached hereto.

(ff) “Proof of Claim” means the Proof of Claim form, substantially in the form of

Exhibit 3 to Exhibit A attached hereto.

(gg) “Publication Notice” means the Summary Notice of Proposed Settlement and

Settlement Hearing for publication, substantially in the form of Exhibit 2 to

Exhibit A attached hereto.

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(hh) “Recognized Claim” means the amount of an Authorized Claimant’s loss that is

determined by the Claims Administrator to be compensable under the Plan of

Allocation.

(ii) “Released Claim(s)” means any and all claims and causes of action of every

nature and description (including Unknown Claims as defined herein), whether

arising under federal, state, statutory, regulatory, common, foreign or other law,

that arise in any way from or relate to the Action or CCME against all DTT

Released Parties.

(jj) “Released DTT Claim(s)” means any and all claims and causes of action of every

nature and description (including Unknown Claims as defined herein), whether

arising under federal, state, statutory, regulatory, common, foreign or other law,

relating to the institution, prosecution or settlement of the Action that DTT

asserted or could have asserted against the Released Plaintiff Parties (other than

claims to enforce the Settlement).

(kk) “Released Parties” means the DTT Released Parties and the Released Plaintiff

Parties collectively.

(ll) “Released Plaintiff Parties” means any and all of the Class Representatives, Class

Members, Class Counsel, and their respective partners, employees, attorneys,

heirs, executors, administrators, trustees, successors, predecessors, and assigns.

(mm) “Releasing Plaintiff Parties” means: (i) Class Representatives; (ii) all Class

Members; (iii) Class Representatives’ and each Class Member’s present or past

representatives, heirs, executors, administrators, successors, successors-in-

interest, assigns, predecessors, trustees, estates, and transferees; and (iv) any

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person or entity who claims by, through, or on behalf of the Class

Representatives or any Class Member.

(nn) “Repayment Obligation” means the obligation, pursuant to paragraph 31 below,

to return the dollar amount distributed from the Gross Settlement Fund before the

Effective Date for Class Counsel’s attorneys’ fees and expense reimbursement,

plus interest on those amounts equal to what would have been earned had the

amounts remained in the Gross Settlement Fund.

(oo) “Settlement” means the settlement contemplated by this Stipulation.

(pp) “Settlement Amount” means $12,000,000 in United States currency. The

Settlement Amount will be non-recapture, and there will be no reversion of the

Settlement Amount to DTT, i.e. , it is not a claims-made settlement.

(qq) “Supplemental Agreement” means a document signed by the Parties and

identifying the Opt-Out Threshold.

(rr) “Taxes” means taxes on the income of the Settlement Amount and expenses and

costs incurred in connection with the taxation of the Settlement Amount,

including, without limitation, interest, penalties, and the expenses of tax

attorneys and accountants.

(ss) “Unknown Claim(s)” means any and all Released Claims or Released DTT

Claims that any Class Representative, Class Member, or DTT does not know or

suspect to exist in its favor at the time of the release of the Released Parties. The

Parties stipulate and agree that upon the Effective Date, Class Representatives

shall expressly, and any Class Member shall be deemed to have, and by

operation of the Final Judgment shall have, expressly waived any and all

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provisions, rights, and benefits conferred by any law of any state or territory of

the United States, or principle of common law, which is similar, comparable, or

equivalent to Cal Civ. Code § 1542, which provides:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.

Class Representatives and DTT acknowledge, and Class Members by operation of

law shall be deemed to have acknowledged, that the inclusion of “Unknown

Claims” in the definitions of Released Claims and Released DTT Claims was

separately bargained for and was a key element of the Settlement.

II. THE SETTLEMENT FUND

The Escrow Agent shall maintain the Settlement Amount in the Escrow Account.

The Escrow Agent shall invest the Settlement Amount in instruments backed by the full faith and

credit of the United States Government or fully insured by the United States Government or an

agency thereof, or money market funds invested solely in such investments, and shall reinvest

any income from these instruments and the proceeds of these instruments as they mature in

similar instruments at their current market value. All risks related to the investment of the Gross

Settlement Fund shall be borne by the Gross Settlement Fund.

4. DTT shall pay or cause to be paid the Settlement Amount into the Escrow

Account within ten (10) business days of the Court’s entry of Final Judgment, provided that Lead

Plaintiffs shall have provided DTT’s counsel with an appropriate W-9 form and other necessary

payee information for the Escrow Account at least five (5) business days after entry of Final

Judgment. DTT shall not have any obligation to make any monetary contribution in Settlement

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of this Action, other than the payment of the Settlement Amount as described in paragraph 4, and

the costs of administration of the Settlement, as described in paragraphs 17-20 and 27; and

Notice to the Class as described in paragraphs 17 and 27.

The Escrow Agent shall not disburse any of the Gross Settlement Fund except as

provided in this Stipulation, by an order of the Court, or with the written agreement of Class

Counsel and DTT Counsel.

6. All funds held in the Escrow Accounts shall be deemed and considered to be in

custodia legis of the District Court, and shall remain subject to the exclusive jurisdiction of the

District Court, until such time as such funds shall be distributed or returned to DTT pursuant to

this Stipulation and/or further order(s) of the District Court.

7. After the Settlement Amount has been paid into the Escrow Account in

accordance with paragraph 4 above, the Parties agree to treat the Escrow Account as a “qualified

settlement fund” within the meaning of Treas. Reg. § 1.468B-1. In addition, Class Counsel shall

timely make, or cause to be made, such elections as necessary or advisable to carry out the

provisions of this paragraph, including the “relation-back election” (as defined in Treas. Reg. §

1.468B-1) back to the earliest permitted date. Such election shall be made in compliance with

the procedures and requirements contained in such regulations. It shall be the responsibility of

Class Counsel to timely and properly prepare and deliver, or cause to be prepared and delivered,

the necessary documentation for signature by all necessary parties, and thereafter take all such

actions as may be necessary or appropriate to cause the appropriate filing to occur.

8. For the purposes of Section 468B of the Internal Revenue Code of 1986, as

amended, and Treas. Reg. § 1.468B promulgated thereunder, the “administrator” shall be the

Escrow Agent, which shall timely and properly file, or cause to be filed, all informational and

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other tax returns necessary or advisable with respect to the interest earned on the funds deposited

in the Escrow Account (including without limitation the returns described in Treas. Reg. §

1.468B-2(k)). Such returns (as well as the election described above) shall be consistent with this

subparagraph and in all events shall reflect that all taxes (including any estimated taxes, interest,

or penalties) on the income earned on the funds deposited in the Escrow Account shall be paid

out of such funds.

9. Taxes on the income of the Settlement Amount and expenses and costs incurred

in connection with the taxation of the Settlement Amount (including, without limitation, interest,

penalties, and the expenses of tax attorneys and accountants) (collectively “Taxes”) shall be paid

solely out of the Escrow Account. In all events, the DTT Released Parties and DTT’s Counsel

shall have no liability or responsibility whatsoever for the Taxes or the filing of any tax returns

or other documents with the Internal Revenue Service or any other state or local taxing authority.

In the event any Taxes are owed by any of the DTT Released Parties on any interest earned on

the funds on deposit in the Escrow Account, such amounts shall also be paid out of the Escrow

Account. Any Taxes or tax expenses owed on any interest earned on the Settlement Amount

prior to its transfer to the Escrow Account shall be the sole responsibility of DTT.

10. Taxes shall be treated as, and considered to be, a cost of administration of the

Settlement and shall be timely paid, or caused to be paid, by the Escrow Agent out of the Escrow

Account without prior order from the District Court, and Class Counsel shall be obligated

(notwithstanding anything herein to the contrary) to withhold from distribution to Authorized

Claimants any funds necessary to pay such amounts (as well as any amounts that may be

required to be withheld under Treas. Reg. § 1.468B-2(1)(2)). The Parties agree to cooperate with

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the Escrow Agent, each other, and their tax attorneys and accountants to the extent reasonably

necessary to carry out the provisions of this paragraph.

11. The Gross Settlement Fund shall be used only for the following purposes: (i) to

compensate the Class pursuant to the Plan of Allocation approved by the District Court; (ii) to

pay any and all Taxes due to state or governmental authorities as a result of the establishment or

distribution of the Gross Settlement Fund; (iii) to reimburse Class Counsel for reasonable costs

and expenses paid in connection with this litigation, as approved by the District Court; and (iv)

to pay reasonable and necessary attorneys’ fees, as approved by the District Court and subject to

paragraphs 29-31.

12. No money may be paid out of the Gross Settlement Fund before the Effective

Date of the Settlement, except as follows: (i) Taxes may be paid out of the Gross Settlement

Fund, as they come due and owing; and (ii) Class Counsel’s attorneys’ fees and expense

reimbursement, as more fully set forth in paragraph 29 below, may be paid out of the Gross

Settlement Fund after the hearing on final approval, and as awarded by the District Court,

provided, however , that in the event that the Effective Date does not occur, Class Counsel shall

repay to the Gross Settlement Fund the amount of the Repayment Obligation.

13. The Gross Settlement Fund, less only disbursements actually made or incurred for

the Taxes, shall be paid to DTT if Court approval of the Stipulation is vacated or reversed by the

Court or on appeal.

14. Other than the payment of the Settlement Amount as set forth in paragraph 4,

neither DTT nor DTT’s Counsel shall have any liability or responsibility for the Escrow Account

or the payment of any Taxes.

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III. RELEASES

15. The obligations incurred pursuant to this Stipulation shall be in full and final

disposition of the Action and any and all Released Claims as against all DTT Released Parties

and any and all Released DTT Claims as against all Released Plaintiff Parties.

16. Upon the Effective Date, and without any further action, the Releasing Plaintiff

Parties, for good and valuable consideration the adequacy of which is hereby acknowledged,

shall fully, finally, and forever release, relinquish, and discharge any and all Released Claims

against each and every one of the DTT Released Parties, and shall forever be barred and

enjoined, without the necessity of any of the DTT Released Parties posting a bond, from

commencing, instituting, prosecuting, or maintaining any of the Released Claims (including

Unknown Claims as defined above). Upon the Effective Date, and without any further action,

Class Representatives further agree not to knowingly and voluntarily assist in any way any third-

party in commencing or prosecuting any suit against the DTT Released Parties relating to any

Released Claim, including any derivative suit not otherwise released. Except as otherwise set

forth herein, this Stipulation shall not affect whatever rights the Releasing Plaintiff Parties or any

of them may have to participate in or benefit from, where appropriate, any relief or other

recovery as part of a settlement or judgment in any action on behalf of Class Members.

17. Upon the Effective Date of the Settlement, and without any further action, DTT,

on behalf of itself, and its heirs, executors, trustees, administrators, predecessors, successors, and

assigns, for good and valuable consideration the receipt and adequacy of which is hereby

acknowledged, shall fully, finally, and forever release, relinquish, and discharge the Released

DTT Claims (including Unknown Claims as defined herein).

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IV. ADMINISTRATION OF THE SETTLEMENT AND CLASS NOTICE

18. The Claims Administrator shall provide reasonable notice to Class Members and

administer the Settlement under Class Counsel’s supervision and subject to the exclusive

jurisdiction of the District Court. Other than the payment of Notice and administration costs, as

described in paragraph 27, DTT shall have no role in providing notice to the Class or

responsibility for administering the Settlement; no role in or responsibility for reviewing or

challenging the claims submitted; and no liability whatsoever to any person or entity including,

but not limited to, Class Representatives, other Class Members, any other plaintiffs, any Class

Member’s counsel, or Class Counsel in connection with the administration of the Settlement.

Without limiting the foregoing, DTT shall not be liable to any person with regard to any

disclosure to or by the Claims Administrator of personal or potentially private account

information, including without limitation the names, addresses, and account transaction data for

individual Class Members, the accuracy of such information, or the identity of the Class

Members.

19. The administration of the Settlement is defined as the allocation and distribution

of the Net Settlement Fund and may include the investment of such funds; the determination,

calculation, processing, or payment of claims; the review and approval or rejection of Proofs of

Claim; processing the Plan of Allocation; and the determination, payment, or withholding of

Taxes or any loss incurred in connection therewith; and no person or entity, including, but not

limited to, the Class Members, Class Representatives and Class Counsel, shall have any claims

against the DTT Released Parties in connection therewith.

20. Class Counsel shall be responsible for supervising the administration of the

Settlement and disbursement of the Net Settlement Fund by the Claims Administrator. Class

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Counsel shall have the right, but not the obligation, to waive what it deems to be technical

defects in any Proof of Claim in the interest of achieving substantial justice.

21. For purposes of determining the extent, if any, to which a Class Member shall be

entitled to be treated as an Authorized Claimant, the following conditions shall apply:

(i) All required Proofs of Claim must be submitted to the Claims Administrator by

the date specified in the Notice unless such period is extended by order of the

District Court. Any Class Member who is required to submit a Proof of Claim but

fails to submit a Proof of Claim to the Claims Administrator by the specified date

shall be forever barred from receiving any payment pursuant to this Stipulation

(unless a later submitted Proof of Claim by such Class Member is approved by

order of the District Court), but shall in all other respects be bound by all of the

terms of this Stipulation and the Settlement, including the terms of the Final

Judgment entered in the Action and the releases provided for herein, and will be

barred from bringing any action against any of the DTT Released Parties

concerning the Released Claims. Provided that it is actually received no later than

thirty (30) calendar days after the final date for submission of Proofs of Claim, a

Proof of Claim shall be deemed to have been submitted when posted, if received

with a postmark on the envelope and if mailed first-class postage prepaid and

addressed in accordance with the instructions provided in the Proof of Claim. In

all other cases, the Proof of Claim shall be deemed to have been submitted when

actually received by the Claims Administrator.

(ii) Each Proof of Claim and dispute form shall be submitted to and reviewed by the

Claims Administrator, under the supervision of Class Counsel, who shall

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determine the amount of Recognized Claims in accordance with this Stipulation

and the Plan of Allocation and the extent, if any, to which each claim shall be

allowed, subject to review by the District Court pursuant to subparagraph (vi)

below. Except as needed to fulfill its obligations, the Claims Administrator shall

keep confidential the Class Member and other shareholder information provided

to it in connection with the administration of the Settlement.

(iii) The Claims Administrator may reject any and all Proofs of Claim or dispute

forms that do not meet the filing requirements. Prior to rejection of a Proof of

Claim or dispute form, the Claims Administrator shall communicate with the

claimant in order to afford such claimant the opportunity to remedy any curable

deficiencies in the Proof of Claim or dispute form submitted. The Claims

Administrator, under supervision of Class Counsel, shall notify, in a timely

fashion and in writing, all claimants whose Proofs of Claim or dispute forms they

propose to reject in whole or in part, setting forth the reasons therefor, and shall

indicate in such notice that the claimant whose claim or dispute is to be rejected

has the right to a review by the District Court if the claimant so desires and

complies with the requirements of subparagraph (vi) below.

(iv) If any claimant whose Proof of Claim or dispute form has been rejected, in whole

or in part, desires to contest such rejection, the claimant must, within twenty (20)

calendar days after the date of mailing of the notice required in subparagraphs (i)

or (v) above, serve upon the Claims Administrator a notice and statement of

reasons indicating the claimant’s grounds for contesting the rejection, along with

any supporting documentation, and requesting a review thereof by the District

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Court. If a dispute concerning a Proof of Claim or dispute form cannot be

otherwise resolved, Class Counsel shall thereafter present the request for review

to the District Court for a final determination.

(v) The administrative determinations of the Claims Administrator accepting and

rejecting Proofs of Claim or dispute forms shall be presented to the District Court,

after giving notice to DTT’s Counsel, for approval by the District Court in the

Distribution Order.

22. Each claimant shall be deemed to have submitted to the jurisdiction of the District

Court with respect to the claimant’s claim, and the claim will be subject to investigation and

discovery under the Federal Rules of Civil Procedure, provided that such investigation and

discovery shall be limited to that claimant’s status as a Class Member and the validity and

amount of the claimant’s claim. No discovery shall be allowed on the merits of the Action or the

Settlement in connection with processing of claims.

23. Payment pursuant to this Stipulation shall be deemed final and conclusive against

all Authorized Claimants. All Class Members whose claims are not approved by the District

Court or who were required to submit a claim but fail to do so shall be barred from participating

in distributions from the Net Settlement Fund, but otherwise shall be bound by all of the terms of

this Stipulation and the Settlement, including the terms of the Final Judgment to be entered in the

Action and the releases provided for herein, and shall be barred from bringing any Released

Claims against any of the DTT Released Parties.

24. All proceedings with respect to the administration, processing, and determination

of claims described in this Stipulation, and the determination of all controversies relating thereto,

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including disputed questions of law and fact with respect to the validity of claims, shall be

subject to the exclusive jurisdiction of the District Court.

25. The Net Settlement Fund shall be distributed to Authorized Claimants by the

Claims Administrator only after the Effective Date and after: (i) all claims have been processed,

and all claimants whose claims have been rejected or disallowed, in whole or in part, have been

notified and provided the opportunity to present their objections to the Claims Administrator; (ii)

all objections with respect to all rejected or disallowed claims have been resolved by the District

Court, and all appeals therefrom have been resolved or the time to appeal has expired; (iii) all

matters with respect to attorneys’ fees, costs, and disbursements have been resolved by the

District Court, all appeals therefrom have been resolved or the time to appeal has expired; and

(iv) all Notice and administrative expenses and Taxes have been paid.

26. No Class Member or agent thereof shall have any claim against the DTT Released

Parties, DTT’s Counsel, Class Counsel, Class Representatives, the Claims Administrator or any

other entity designated by Class Counsel based on distributions made substantially in accordance

with this Stipulation and the settlement contained herein, or further order(s) of the District Court.

V. NOTICE AND ADMINISTRATION EXPENSES

27. Except as otherwise provided herein, all reasonable costs of notice and

administration, including without limitation the fees and expenses of the Claims Administrator,

shall be paid separately by DTT directly to the Claims Administrator or other party. Any

amounts paid for notice and administration (including contracting for outside vendors for this

work) will not be reimbursed to DTT if the Settlement does not become final, provided that the

Class Representatives have satisfied the terms of this Stipulation. Any disputes regarding the

reasonableness of the costs of notice and administration will be resolved by Mr. Melnick.

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VI. ALLOCATION OF SETTLEMENT AMOUNT TO AUTHORIZED CLAIMANTS

28. The allocation of the Net Settlement Fund among the Class Members in this

Action shall be subject to a plan of allocation (the “Plan of Allocation”) to be proposed by Class

Counsel and approved by the District Court. DTT will take no position with respect to such

proposed Plan of Allocation or such plan as may be approved by the Court. DTT will have no

involvement in or responsibility for reviewing, approving, or challenging claims asserted by

putative Class Members.

29. The Plan of Allocation proposed in the Notice is not a necessary term of the

Stipulation or this Settlement and is to be considered by the District Court separately from its

determination of the fairness, reasonableness, and adequacy of the Settlement as set forth in the

Stipulation. Approval of the Plan of Allocation proposed in the Notice is not a condition of this

Stipulation or this Settlement. Any Plan of Allocation is a matter separate and apart from the

Stipulation, and any order or proceeding relating to the Plan of Allocation shall not affect the

validity or finality of the Settlement or the Final Judgment or any other orders entered pursuant

to the Stipulation.

VII. ATTORNEYS’ FEES AND EXPENSES

30. Class Counsel, on behalf of themselves and any Other Plaintiffs’ Counsel in the

Action, will apply to the District Court for an award from the Gross Settlement Fund of (i)

attorneys’ fees not to exceed one-third (33.33%) of the Settlement Amount, plus any interest on

such amount at the same rate and for the same periods as earned by the Settlement Amount; and

(ii) reimbursement of out-of-pocket expenses incurred in prosecuting the Action, plus any

interest on such amount at the same rate and for the same periods as earned by the Settlement

Amount (“Fee and Expense Application”). DTT shall take no position with respect to the Fee

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and Expense Application, except that any attorneys’ fees and expenses awarded by the District

Court shall be paid from the Gross Settlement Fund.

31. Any attorneys’ fees and expenses awarded by the District Court shall be paid to

Lead Counsel within ten (10) calendar days of entry of Final Judgment by the District Court and

the order awarding such attorneys’ fees and expenses in the Action, notwithstanding the

existence of any timely filed objections thereto, or potential for appeal therefrom, or collateral

attack on the Settlement or any part thereof. The Fee and Expense Application shall be

considered separately from the Settlement and any decision by the District Court concerning

attorneys’ fees, allocation, or expenses shall not affect the validity or finality of the Settlement.

32. Class Counsel and all Other Plaintiffs’ Counsel are obligated to refund to the

Gross Settlement Fund for the Repayment Obligation, if and when, as a result of any appeal or

further proceeding on remand, or successful collateral attack, the attorneys’ fee or expense award

is reduced or reversed, if the attorneys’ fees or expense award does not become final, if the

Settlement itself is voided by any party as provided herein, the Settlement is terminated or

canceled for any reason, or if the Settlement is later reversed or modified by any court.

VIII. PRELIMINARY APPROVAL OF SETTLEMENT

33. Concurrently with their application for preliminary District Court approval of the

Settlement contemplated by this Stipulation and promptly after execution of this Stipulation,

Class Counsel and DTT’s Counsel shall jointly apply to the District Court for entry of a

Preliminary Approval Order, substantially in the form of Exhibit A attached hereto. The

Preliminary Approval Order will, inter alia, preliminarily approve the Settlement, set the date for

the Settlement Hearing, approve the payment of Taxes from the Gross Settlement Fund and

prescribe the method for giving notice of the Settlement to the Class.

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IX. FINAL JUDGMENT

34. If the Preliminary Approval Order is entered by the Court, Class Counsel will

move the Court, within the time frames contemplated by the Preliminary Approval Order, for

entry of a Final Judgment substantially in the form of Exhibit B attached hereto.

X. EFFECTIVE DATE OF SETTLEMENT, WAIVER OR TERMINATION

35. The Effective Date of Settlement shall be the date when all the following shall

have occurred:

(a) the District Court has entered the Preliminary Approval Order in the Action;

(b) the District Court has finally approved the Settlement in the Action as fair,

reasonable, and adequate;

(c) the Settlement Amount has been deposited into the Escrow Account as described

in paragraph 4; and

(d) the District Court has entered the Final Judgment in the Action and the Final

Judgment in the Action has been upheld through the resolution of all appeals and

writs of certiorari, and through the expiration of all time to appeal and file writs of

certiorari, except that the Effective Date shall not be delayed by any modification

of or appeal from those parts of the Final Judgment in the Action that pertain to:

(i) the Plan of Allocation; or (ii) any award or allocation of attorneys’ fees or

expenses.

36. The Parties shall have the right to terminate the Settlement and the Stipulation by

providing written notice of their election to do so to all other Parties to the Stipulation within

thirty (30) calendar days of (i) the District Court’s decision not to enter the Preliminary Approval

Order; (ii) the District Court’s refusal to approve this Stipulation in whole or in any material part;

(iii) the District Court’s decision not to enter the Final Judgment in whole or in any material

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respect; (iv) the date upon which the Final Judgment is modified or reversed in any material

respect by the United States Court of Appeals or the United States Supreme Court; or (v) the

failure of any or all of the events described in paragraph 34.

37. Pursuant to the procedure set forth in the Notice, potential Class Members have

the right and ability to exclude themselves from the Class as set forth in the Preliminary Order.

Class Counsel, in conjunction with the Claims Administrator, shall cause copies of requests for

exclusion from the Class to be provided to DTT’s Counsel as they are received. No later than

ten (10) calendar days after the final date for mailing requests for exclusion, Class Counsel shall

provide DTT’s Counsel with a complete and final list of all known Class Members who have

excluded themselves from the Settlement and with all other known information sufficient for

DTT to determine the number of shares and options, respectively, for which exclusion has been

requested and the value of any excluded claims.

38. DTT shall have the option to terminate the entire Settlement if shares and options

representing more than a certain percentage of the aggregate damages (as calculated according to

the Plan of Allocation) validly request exclusion from the Class. The Opt-Out Threshold is

identified in a Supplemental Agreement. The Supplemental Agreement shall not be filed with

the District Court. The contents of the Supplemental Agreement may be brought to the attention

of the District Court, in camera, if so requested by the District Court, or if a dispute arises among

the Parties concerning the Supplemental Agreement’s interpretation or application. The Parties

will keep the terms of the Supplemental Agreement confidential, except if compelled by judicial

process to disclose the Supplemental Agreement. DTT must notify Class Counsel of its intention

to terminate the Settlement pursuant to this provision no later than 10 business days prior to the

final approval hearing. Any purchases by individuals or entities that have filed litigation related

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to investments in CCME against any of the DTT Released Parties prior to January 23, 2015,

including, but not limited to, Starr Cayman Investments II, shall be excluded from both the

numerator and the denominator of this calculation. In the event that DTT terminates the

Settlement pursuant to this provision this Stipulation shall become null and void and of no

further force and effect, except that the provisions of paragraphs 11, 31, 38, and 39 shall apply.

Notwithstanding the foregoing, this Stipulation shall not become null and void as a result of the

election by DTT to terminate the Settlement pursuant to this provision unless all conditions set

forth above have been satisfied.

39. If the Effective Date does not occur, or if the Settlement is terminated or modified

in any material respect or fails to become effective for any reason, then:

(a) the Parties to the Stipulation shall be deemed to have reverted to their respective

status in the Action as of the date and time immediately prior to the execution of

this Stipulation and, except as otherwise expressly provided, the Parties shall

proceed in all respects as if this Stipulation and any related orders had not been

entered;

(b) within thirty (30) calendar days from Class Counsel’s receipt of notice from

DTT’s Counsel of termination, modification in any material respect, or failure of

the Effective Date to occur, Class Counsel shall honor its Repayment Obligation

by returning to the Gross Settlement Fund the total dollar amount distributed from

the Gross Settlement Fund before the Effective Date for Class Counsel’s

attorneys’ fees and expense reimbursement, plus interest equal to what would

have been earned had such amount remained in the Gross Settlement Fund; and

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(c) within thirty-five (35) calendar days from Class Counsel’s receipt of notice from

DTT’s Counsel of termination, modification in any material respect, or failure of

the Effective Date to occur, the Gross Settlement Fund, including amounts repaid

or that should have been repaid pursuant to the Repayment Obligation, shall be

returned to DTT, less only any Taxes paid or owing in accordance with

paragraphs 7-9 herein.

XI. DISTRIBUTION

40. After the Effective Date, Class Counsel will apply to the District Court, after

giving notice to DTT’s Counsel, for the Distribution Order.

41. Upon the occurrence of the Effective Date, Class Representatives may file

additional motions for approval of additional amounts from the Gross Settlement Fund for

payment of Taxes.

XII. NO ADMISSION OF WRONGDOING OR LACK OF MERIT

42. DTT denied and continues to deny that it has committed any act or omission

giving rise to any liability in this Action, and states that it is entering into the Settlement to

eliminate the burden, expense, uncertainty and risk of further litigation. This Settlement is

therefore without admission of fault or liability on the part of DTT.

43. The Class Representatives believe that the claims asserted in the Action have

merit and that the evidence developed to date supports the claims asserted, and state that they are

entering into the Settlement to eliminate the burden, expense, uncertainty, and risk of further

litigation. This Settlement is therefore without admission of any lack of merit of the Action or

the validity of any defense on the part of Class Representatives.

44. The terms of this Stipulation (whether the Stipulation becomes final or not), the

negotiations leading up to this Stipulation, the fact of the Settlement, and the proceedings taken

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pursuant to the Settlement, shall not: (i) be construed as an admission of liability or an

admission of any claim or defense on the part of any party, in any respect; (ii) form the basis for

any claim of estoppel by any third-party against any of the DTT Released Parties; or (iii) be

admissible in any action, suit, proceeding, or investigation as evidence, or as an admission, of

any wrongdoing or liability whatsoever by DTT or as evidence of the truth of any of the claims

or allegations contained in any complaint filed in the Action. Neither this Stipulation, nor any of

its terms and provisions, nor any of the negotiations or proceedings connected with it, nor any

action taken to carry out this Stipulation by any of the Parties shall be referred to, offered into

evidence, or received in evidence in any pending or future civil, criminal or administrative action

or proceeding, except in a proceeding to enforce this Stipulation, to enforce any insurance rights,

to defend against the assertion of Released Claims (including to support a defense or

counterclaim based on principles of res judicata, collateral estoppel, release, good faith

settlement, judgment bar or reduction), or by Class Counsel to demonstrate its adequacy to serve

as class counsel pursuant to Federal Rule of Civil Procedure 23(g), or as otherwise required by

law.

XIII. MISCELLANEOUS PROVISIONS

45. All of the exhibits attached hereto are hereby incorporated by reference as though

fully set forth herein.

46. The Parties to the Stipulation intend and agree that the Settlement is a final and

complete resolution of all disputes asserted or which could be asserted by Class Representatives

and Class Members who have not timely excluded themselves from the Class against the DTT

Released Parties with respect to the Released Claims, and that all Class Members who have not

timely excluded themselves from the Class shall look solely to the Net Settlement Fund for

settlement and satisfaction of all such claims against DTT.

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47. With the exception of any Released Parties, this Stipulation shall not have any

third-party beneficiaries.

48. The Final Judgment shall include a bar order that, upon the Effective Date would,

to the maximum extent allowed by law, bar claims for contribution, indemnification, or the like,

however styled, against the DTT Released Parties by any person or entity, whether arising under

state, federal, or common law, based upon, arising out of, relating to, or in connection with the

Released Claims.

49. Other than disclosures required by law or the Court, any public comments from

the Parties, or any of their representatives regarding this Settlement will not refer to the conduct

of the Parties or any of their representatives, including without limitation any of the conduct of

the Parties or any of their representatives during the Class Period. None of the Parties or any of

their representatives shall make any public statement regarding the terms of the Stipulation or the

Settlement that is critical of or disparages the Settlement or the conduct of the Parties or any of

their representatives.

50. Class Representatives, DTT, and their respective counsel shall not make any

applications for sanctions pursuant to Rule 11 of the Federal Rules of Civil Procedure, or any

other court rule or statute, with respect to any claims or defenses in the Action.

51. The Parties agree that the amount paid and the other terms of the Settlement were

negotiated at arm’s length in good faith by the Parties to the Stipulation with the assistance of an

experienced and independent mediator, and reflect a Settlement that was reached voluntarily

after consultation with experienced legal counsel.

52. Unless otherwise specified in the Stipulation, and subject to the District Court’s

continuing jurisdiction relating to the Settlement of the Action, the Parties agree that any

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disputes arising out of the finalization of the settlement documentation will be resolved by Mr.

Melnick, first by mediation and, if unsuccessful, by final binding resolution.

53. Until a motion for a Preliminary Approval Order is filed with the District Court,

the Parties shall maintain this Stipulation and the Settlement in confidence, except for the

disclosure to the Claims Administrator, consultants assisting with the Plan of Allocation, the

District Court, Mr. Melnick, or as required by law or otherwise consented to in writing by all

Parties.

54. This Stipulation may not be modified or amended, nor may any of its provisions

be waived, except by a writing signed by all Parties or their successors-in-interest.

55. The headings herein are used for the purpose of convenience only and are not

meant to have legal effect.

56. With the exception of disputes covered under paragraph 52 herein, the Parties

hereby irrevocably submit to the continuing and exclusive jurisdiction of the District Court for

any suit, action, proceeding, or dispute arising out of or relating to this Settlement as embodied

in the Stipulation or its applicability, and agree that they will not oppose the designation of such

suit, action, proceeding, or dispute as a related case to this Action.

57. The waiver by one Party of any term or condition of this Stipulation shall not be

deemed a waiver of any other Party. Nor shall the waiver by one Party of any term or condition

of the Stipulation be deemed a waiver of a prior or subsequent term or condition of the

Stipulation.

58. This Stipulation and its exhibits constitute the entire agreement between the Class

Representatives (individually and on behalf of the Class) and DTT concerning the Settlement of

the Action, and no representations, warranties, payments, or inducements have been made by

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DTT to Class Representatives, or by Class Representatives to DTT concerning the subject matter

hereof, other than those contained and memorialized in the Stipulation and its exhibits. This

Stipulation encompasses the complete and entire agreement of the Parties, and supersedes all

previous understandings and agreements between the Parties, whether oral or written, except that

all agreements made and orders entered during the course of this Action relating to the

confidentiality of documents and information shall survive this Stipulation in accordance with

their terms.

59. The Stipulation may be executed in one or more counterparts. All executed

counterparts and each of them shall be deemed to be one and the same instrument, provided that

counsel for the Parties to the Stipulation shall exchange among themselves original signed

counterparts. Electronically transmitted signatures are valid signatures as of the date thereof.

60. The Stipulation shall be binding upon, and inure to the benefit of, the successors

and assigns of the Parties to the Stipulation.

61. The construction, interpretation, operation, effect, and validity of the Stipulation,

and all documents necessary to effectuate it, shall be governed by the internal laws of the State of

New York without regard to conflicts of laws, except to the extent that federal law requires that

federal law govern. Class Representatives (on behalf of themselves and the Class) and DTT

understand and agree that any disputes arising out of the Stipulation shall be governed and

construed by and in accordance with the laws of the State of New York, without reference to

choice of law principles.

62. The Stipulation shall not be construed more strictly against one Party to the

Stipulation than another merely by virtue of the fact that it, or any part of it, may have been

prepared by counsel for one of the Parties, it being recognized that the Stipulation is the result of

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arm's-length negotiations between the Parties to the Stipulation, and all Parties to the Stipulation

have contributed substantially and materially to the preparation of the Stipulation.

63. Any and all counsel and Parties to the Stipulation who execute the Stipulation and

any of the exhibits hereto, or any related Settlement documents, represent that they have

reviewed and understand those documents and have the full authority to execute the Stipulation,

and that they have the authority to take appropriate action required or permitted to be taken

pursuant to the Stipulation to effectuate its terms.

64, Class Counsel and DTT's Counsel agree to recommend approval of the

Stipulation by the District Court and to undertake their best efforts and cooperate fully with one

another in seeking District Court approval of the Preliminary Approval Order, the Stipulation,

and the Settlement, and to promptly agree upon and execute all such other documentation as may

be reasonably required to obtain final approval by the District Court of the Settlement and the

entry of the Final Judgment. Class Counsel and DTT's Counsel agree to take all reasonable

actions necessary to effectuate the performance of, and uphold the validity and enforceability of,

this Stipulation.

IN WITNESS WHEREOF, the Parties have, through their respective counsel, executed

this Stipulation as of the date first above written:

CLASS REPRESENTATIVES AND THE DEFENDANT DTT: CLASS:

HAGENS BERMAN SOBOL SHAPIRO LLP

Steve W. Berman Karl P. Barth 1918 Eighth Avenue, Suite 3300 Seattle, WA98101

SIDLEY AUSTIN LLP

Michael D. Warden 1501 K Street, N.W. Washington, DC 20005 Telephone: (202) 736-8000

-31- 010244-1I 767171 VI


Telephone: (206) 623-7292

Reed R. Kathrein Peter E. Borkon HAGENS BERMAN SOBOL SHAPIRO LLP 715 Hearst Avenue, Suite 202 Berkeley, CA94710 Telephone: (510) 725-3000

Michael Eisenkraft COHEN MILSTEIN SELLERS & TOLL PLLC 88 Pine Street, 14th Floor New York, NY 10005 Telephone: (212) 838-7797

Steven J. Toll COHEN MILSTEIN SELLERS & TOLL PLLC 1100 New York Avenue, N.W. West Tower, Suite 500 Washington, DC 20005-3964 Telephone: (202) 408-4600

David A. Gordon SIDLEY AUSTIN LLP One South Dearborn Chicago, IL 60603 Telephone: (312) 853-7000

Gary F. Bendinger Gazeena K. Soni SIDLEY AUSTIN LLP 787 Seventh Avenue New York, NY 10019 Telephone: (212) 839-5300

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Exhibit A





ALL ACTIONS


CLASS ACTION

[PROPOSED] ORDER PRELIMINARILY APPROVING SETTLEMENT AND PROVIDING FOR NOTICE

WHEREAS, a class action is pending before this Court entitled In re China

MediaExpress Holdings, Inc. Shareholder Litigation , Civil Action No. 11-CV-0804 (VM) (the

“Action”);

WHEREAS, the Court previously certified the Class against Deloitte Touche Tohmatsu

(Hong Kong Partnership) (“DTT”) on August 15, 2014 (Docket No. 223);

WHEREAS, the Court has reviewed the Stipulation of Settlement dated May __, 2015

(the “Stipulation”), which has been entered into by the Class Representatives (on behalf of the

Class) and DTT;

WHEREAS, the Stipulation (together with the exhibits attached thereto) sets forth the

terms and conditions for a settlement and dismissal of the Action against DTT (the

“Settlement”);

WHEREAS, the Class Representatives have made an application, pursuant to Federal

Rule of Civil Procedure 23(e), for an order preliminarily approving the Settlement, and the Court

having read and considered the Stipulation and submissions made relating to the Settlement; and

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WHEREAS, all capitalized terms used, but not defined herein, shall have the same

meaning as set forth in the Stipulation;

NOW, THEREFORE, IT IS HEREBY ORDERED, that:

A. Preliminary Approval of Settlement

The Court finds that: a) the Stipulation resulted from good faith, arm’s length

negotiations; and b) the Stipulation is sufficiently fair, reasonable and adequate to the Class

Members to warrant providing notice of the Settlement to the Class Members and holding a

Settlement Hearing. Accordingly, the terms of the Settlement are hereby approved on a

preliminary basis.

B. Preliminary Approval of Plan of Allocation

2. The Court finds that: the Plan of Allocation is rationally based on legitimate

considerations and treats all Class Members (including the Class Representatives) fairly and

equally. Accordingly, the Plan of Allocation is hereby approved on a preliminary basis.

C. Date and Time of Settlement Hearing

The Settlement Hearing shall be held before the Honorable Victor Marrero on

2015, at ___.m., at the United States District Court for the Southern

District of New York, 500 Pearl Street, New York, New York, 10007, to determine whether the

proposed partial Settlement of the Action on the terms and conditions provided for in the

Stipulation is fair, reasonable and adequate to the Class and should be approved by the Court;

whether a Final Judgment and Order of Dismissal with Prejudice (“Final Judgment”) as provided

in Exhibit B to the Stipulation should be entered herein; whether the proposed Plan of Allocation

should be approved; to determine the amount of fees and expenses that should be awarded to

Class Counsel; and to rule upon such other matters as the Court may deem appropriate. The

Court may adjourn the Settlement Hearing without further notice to Class Members.

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D. Approval of Claims Administrator

4. The Court appoints Kurtzman Carson Consultants (“KCC”) as the Claims

Administrator to supervise and administer the notice procedure as well as the processing of

claims, as described below.

All reasonable expenses incurred in identifying and notifying Class Members, as

well as in administering the Settlement, including payment of any taxes, shall be paid as set forth

in the Stipulation.

E. Approval of Form and Manner of Class Notice

6. The Court finds that the form and methods set forth herein of notifying Class

Members of the Settlement and its terms and conditions meet the requirements of: i) due process;

ii) Rule 23 of the Federal Rules of Civil Procedure; and iii) Section 21D(a)(7) of the Exchange

Act, 15 U.S.C. § 78u-4(a)(7), as amended by the Private Securities Litigation Reform Act of

1995. Consequently, the form and methods proposed in the Motion for Preliminary Approval

constitute the best notice practicable under the circumstances, and constitute due and sufficient

notice to all Persons entitled thereto. Accordingly, the Court approves, as to form and content,

the Notice of Proposed Settlement of Class Action and Settlement Fairness Hearing and Motion

for Attorneys’ Fees and Reimbursement of Expenses (the “Notice”), the Summary Notice

(“Summary Notice”), and the Proof of Claim and Release form (the “Proof of Claim”), annexed

as Exhibits A-1, A-2 and A-3 to the Motion for Preliminary Approval.

F. Administration of Notice

7. The Court Orders the Claims Administrator, under the supervision of Class

Counsel, to administer the procedures to provide Notice to Class Members as follows:

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(a) Not later than fifteen (15) days after the date of this Order, the Claims

Administrator shall cause the Stipulation, this Preliminary Approval Order, and a copy of the

Notice to be posted on the following website: www.ChinaMediaExpressSettlement.com .

(b) Not later than twenty-eight (28) days after the date of this Order (the

“Notice Date”), the Claims Administrator shall cause a copy of the Notice and the Proof of

Claim, substantially in the forms annexed as Exhibits A-1 and A-3 to the Motion for Preliminary

Approval, to be mailed by first class mail to all record owners of CCME common stock who can

be identified with reasonable effort;

(c) Not later than thirty-five (35) days after the date of this Order, the Claims

Administrator shall cause the Summary Notice, substantially in the forms annexed as Exhibit A-

2 to the Motion for Preliminary Approval, to be published in both T HE WALL STREET JOURNAL

and INVESTOR ’ S BUSINESS DAILY, and shall cause the Summary Notice to be published for

international distribution over the B USINESS WIRE newswire service; and

(d) Not later than eighty (80) days after the date of this Order, Class Counsel

shall cause to be filed with the Court proof, by affidavit or declaration, of the mailing and

publishing required by ¶¶ 7(b) and (c), above.

8. Record owners who are nominees or custodians who held as of March 11, 2011,

or currently hold, shares or options for the benefit of Class Members shall within ten (10) days of

receipt of the Notice and Proof of Claim, either (i) request additional copies of the Notice and

Proof of Claim sufficient to send the Notice and Proof of Claim to all beneficial owners for

whom they are nominee or custodian, and within fifteen (15) days after receipt thereof send

copies to such beneficial owners; or (ii) provide a list of the names, addresses and email

addresses of such beneficial owners to the Claims Administrator, in which event the Claims

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Administrator shall promptly deliver the Notice and Proof of Claim to such beneficial owners.

Nominees who elect to send the Notice and Proof of Claim to their beneficial owners shall send a

statement certification to the Claims Administrator confirming that the mailing has been made as

directed. The Claims Administrator shall, if requested, reimburse banks, brokerage houses or

other nominees or custodians solely for their reasonable out-of-pocket expenses incurred in

providing notice to beneficial owners, which expenses would not have been incurred except for

the sending of such notice, and subject to further order of this Court with respect to any dispute

concerning such expense.

G. Motion for Final Approval of Settlement

9. The Class Representatives’ motion for final approval of the Settlement, and all

supporting briefing and exhibits in support of the Settlement, the Plan of Allocation, and Class

Counsel’s application for attorneys’ fees and expenses shall be filed and served not later than

fifty (50) days prior to the Settlement Hearing. Any reply papers shall be filed and served no

later than fourteen (14) days prior to the Settlement Hearing.

H. Appearance of Class Members

10. Any Class Member may enter an appearance in the Action, at their own expense,

individually or through counsel of their own choice, in which case such counsel must file with

the Clerk of the Court a notice of such appearance. Absent entry of an appearance by counsel,

Class Members will be represented by Class Counsel.

I. Binding Effect of Settlement

11. All Class Members shall be bound by all determinations and judgments in this

Action concerning the Settlement, unless such Persons request exclusion from the Class in a

timely and proper manner.

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J. Objections to Settlement

12. Any Class Member may appear and object that: i) the proposed Settlement

should not be approved as fair, reasonable and adequate; ii) the Plan of Allocation should not be

approved; or iii) attorneys’ fees and reimbursement of expenses should not be awarded to Class

Counsel. However, any such objection will only be valid if it is filed with the Clerk of the

United States District Court for the Southern District of New York at least thirty-five (35) days

prior to the Settlement Hearing, and copies of any such objections are provided to counsel

identified in the Notice on or before such date. Any Class Member who does not make an

objection in this manner shall be deemed to have waived such objection and shall forever be

foreclosed from making any such objection, unless otherwise ordered by the Court.

K. Exclusion from the Class

13. Any Person falling within the definition of the Class may, upon request, be

excluded from the Class. Any request for exclusion must be in the form of a written, signed

statement (the “Request for Exclusion”) and received by the Claims Administrator at the address

designated in the Notice on or before 35 days prior to the Settlement Hearing (the “Exclusion

Deadline”). In order to be valid, each such Request for Exclusion must: (A) state (i) the name,

address, email address and telephone number of the Person seeking exclusion; (ii) that the sender

requests exclusion from the Class in In re China MediaExpress Holdings, Inc. Shareholder

Litigation , Case No. 11-cv-0804 (VM); (iii) the date(s), number and dollar amount of shares or

call options purchased, put options sold, and of any redemption transactions; (iv) the dates and

amounts of any other recoveries the Person has received in respect of that Person’s investment in

CCME shares and/or options; and (v) the number of shares and/or option positions held by that

Person as of March 11, 2011; and (B) must be submitted with documentary proof (i) of all

transactions in CCME shares and/or options; and (ii) demonstrating the Person’s status as a

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beneficial owner of CCME shares and/or options. Any such Request for Exclusion must be

signed and submitted by the beneficial owner.

14. A Request for Exclusion shall not be valid or effective unless it provides the

required information and is made within the time stated above, or the exclusion is otherwise

accepted by the Court. The Claims Administrator shall provide all Requests for Exclusion and

supporting documentation submitted therewith (including untimely requests) to counsel for the

Settling Parties as soon as possible and no later than the Exclusion Deadline or upon the receipt

thereof (if later than the Exclusion Deadline). The Class will not include any Person who delivers

a valid and timely Request for Exclusion.

15. Any Class Member who submits a Request for Exclusion shall not be deemed to

have submitted to the jurisdiction of any Court in the United States for any matter, on account of

such submission, and any Class Member who submits a Proof of Claim thereby submits to the

jurisdiction of this Court with respect only to the subject matter of such Proof of Claim and all

determinations made by this Court thereon and shall not be deemed to have submitted to the

jurisdiction of this Court or of any court in the United States for any other matter on account of

such submission.

16. Any Person that submits a Request for Exclusion may thereafter submit to the

Claims Administrator a written revocation of that Request for Exclusion, provided that it is

received no later than two business days before the Settlement Hearing, in which event that

Person will be included in the Class.

17. All Persons who submit a valid, timely and unrevoked Request for Exclusion will

be forever barred from receiving any payments pursuant to the Settlement.

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18. Except where a Class Member who submits a Request for Exclusion commences

or otherwise prosecutes or pursues a Released Claim against a Released Party, all information

submitted by a Class Member in a Request for Exclusion or a Proof of Claim shall be treated as

confidential protected information and may not be disclosed by the Claims Administrator, its

affiliates or the Settling Parties to any third party absent a further order of this Court upon a

showing of necessity, and any such information that is submitted to the Court shall be filed under

seal.

L. Administration of Settlement Proceeds

19. Any Class Member who wishes to share in the distribution of the proceeds of the

Settlement shall complete and submit a Proof of Claim form in accordance with the instructions

contained therein. Unless the Court orders otherwise, all Proof of Claim forms must be received

by the Claims Administrator no later than one hundred and twenty (120) days after the Notice

Date. Any Class Member who does not submit a Proof of Claim and the information and

documentation required therein within the time allowed shall be barred from sharing in the

distribution of the proceeds of the Settlement, unless otherwise ordered by the Court.

20. All funds held by the Escrow Agent shall be deemed and considered to be in

custodia legis of the Court, and shall remain subject to the jurisdiction of the Court, until such

time as such funds shall be distributed or returned pursuant to the Stipulation and Plan of

Allocation and/or further order(s) of the Court.

M. DTT’s Responsibilities, Lack of Admissions and Ability to Terminate the Settlement

21. DTT, its counsel and the DTT Released Parties shall have no responsibility for or

liability with respect to the Plan of Allocation or any application for attorneys’ fees or expenses

submitted by Plaintiffs’ Counsel or the Class Representatives, and such matters will be

considered separately from the fairness, reasonableness and adequacy of the Settlement.

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22. Neither the Stipulation, nor any of its terms or provisions, nor any of the

negotiations or proceedings connected with it, shall be construed as an admission or concession

by DTT or any of the DTT Released Parties of the truth of any of the allegations in the Action, or

of any liability, fault, or wrongdoing of any kind and shall not be construed as, or deemed to be

evidence of or an admission or concession that the Class Representatives or any Class Members

have suffered any damages, harm, or loss. Further, neither the Stipulation, nor any of its terms or

provisions, nor any of the negotiations or proceedings connected with it, nor this Order shall be

construed as an admission or concession by the Class Representatives of the validity of any

factual or legal defense or of any infirmity in any of the claims or facts alleged in this Action.

23. DTT may elect to terminate the Settlement only as provided in the Stipulation. In

such event, or in the event the Settlement does not become effective in accordance with the terms

of the Stipulation or the Effective Date does not occur, then the Stipulation and this Order

(including any amendment(s) thereof, and except as expressly provided in the Stipulation or by

order of the Court) shall be rendered null and void, of no further force or effect, and without

prejudice to any Settling Party, and may not be introduced as evidence or used in any action or

proceeding by any Person against the Settling Parties or the Released Parties, and each shall be

restored to his, her or its respective litigation positions as they existed prior to the execution of

the Stipulation.

N. Stay of Litigation

24. Pending final determination of whether the Settlement should be approved or

further order of the Court, the Court hereby stays all litigation of claims and related discovery in

the Action between the Class on one hand and DTT on the other, except as provided in the

Stipulation and as necessary to carry out the terms and conditions of the Stipulation.

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O. The Court’s Right to Consider Further Applications

25. The Court reserves the right to consider all further applications arising out of or

connected with the Stipulation. The Court may approve the Settlement, with such modifications

as may be agreed to by the Settling Parties, without further notice to the Class, where to do so

would not impair Class Members’ rights in a manner inconsistent with Rule 23 and due process

of law.

IT IS SO ORDERED.

Dated: 20__

The Honorable Victor Marrero United States District Judge

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Exhibit A-1



IN RE CHINA MEDIAEXPRESS HOLDINGS, INC. SHAREHOLDER LITIGATION Civil Action No. 11-cv-0804 (VM)

This Document Relates to: CLASS ACTION

ALL ACTIONS

NOTICE OF PENDENCY AND PROPOSED SETTLEMENT OF CLASS ACTION

IF YOU PURCHASED CHINA MEDIAEXPRESS HOLDINGS, INC. (“CCME” OR THE “COMPANY”) COMMON STOCK OR CALL OPTIONS AND/OR SOLD CCME PUT OPTIONS FROM APRIL 1, 2010 THROUGH MARCH 11,

2011, INCLUSIVE, YOU MAY BE ENTITLED TO A PAYMENT FROM THIS CLASS ACTION SETTLEMENT .1

A federal court authorized this Notice. This is not a solicitation from a lawyer.

The purpose of this Notice is to inform you of: (i) the pendency of this class action (the “Action”), (ii) the proposed Settlement of the Action with one of the Defendants in the Litigation (the “Settlement,” as defined below), and (iii) the hearing to be held by the Court to consider: (a) whether the Settlement should be approved; (b) the application of Class Counsel for attorneys’ fees and expenses; and (c) certain other matters (the “Settlement Hearing”). This Notice describes important rights you may have and what steps you must take if you wish to participate in the Settlement or wish to be excluded from the Class (defined below).

Eligible Security and Class Period: CCME common stock, call options purchased, and/or put options sold between April 1, 2010 and March 11, 2011, inclusive (the “Class Period”). The “Class” consists of all purchasers of CCME common stock and/or call options and/or all sellers of put options during the Class Period.

Statement of Recovery: The Settlement provides for $12,000,000 in cash to be paid pursuant to the Settlement Agreement. Based on the information currently available to the Class Representatives and the analysis performed by their damage consultants, it is estimated that if Class Members submit claims for 100% of the shares and options eligible for distribution under the Plan of Allocation (described below), the estimated average distribution per share of common stock will be approximately $0.26 before deduction of Court-approved fees, charges and expenses. Historically, actual claims rates are less than 100%, which result in higher distributions per share. A Class Member’s actual recovery will be a proportion of the Net Settlement Fund determined by that claimant’s recognized claim as compared to the total “Recognized Claims” of all Class Members who submit valid Proof of Claim and Release forms (“Proof of Claim”). An individual Class Member’s actual recovery will depend on, for example: (i) the total number of claims submitted; (ii) when the Class Member purchased CCME common stock or call options and/or sold put options during the Class Period; (iii) the purchase price paid for common stock or call options or the sales price of put options sold; and (iv) whether the CCME common stock, put options and/or call options were held at the end of the Class Period or sold during the Class Period or sold after the Class Period (and if sold, when it was sold and the amount received). See the answer to question 9 (page 6 - 10) for more information regarding the allocation of Settlement proceeds.

Statement of Potential Outcome of Case: If the Class Representatives were to prevail on all claims in this action, the Class Representatives estimate that the maximum potential damages recoverable would be $265 million related to CCME common stock ($8.84 per share) and approximately $145 million related to put and call options. DTT does not agree with

1 This Notice incorporates by reference the definitions in the Stipulation and Agreement of Settlement dated May__ 2015 (“Settlement Agreement”), and all capitalized terms used, but not defined herein, shall have the same meanings as in the Settlement Agreement. The Settlement Agreement can be obtained at www.ChinaMediaExpressSettlement.com .

CCME


the Class Representatives’ estimate of potential damages or the average amount of damages per share that would have been recoverable if Class Representatives were to prevail in the Action. DTT denies all liability. In addition, DTT and the Class Representatives disagree on, among other things: (i) whether certain statements made by DTT were false; (ii) whether DTT knew, or was severely reckless in not knowing, that its audit opinion was false or misleading; (iii) whether the alleged misstatement was material to investors; (iv) the amount of inflation, if any, caused by the alleged misstatement; (vi) the amount of damages, if any, caused by the alleged misstatement; (vi) the appropriate economic models for determining the amounts by which CCME’s securities were allegedly artificially inflated (if at all) during the Class Period, (vii) the effect of various market forces influencing the trading prices of CCME’s securities during the Class Period, (viii) whether DTT’s alleged misstatement had any price impact; and (ix) whether a class should have been certified for purposes other than the Settlement. In sum, DTT does not agree with the allegations that it engaged in any actionable misconduct under the federal securities laws or that any damages were suffered by any members of the Class as a result of DTT’s conduct.

Reasons for Settlement: Avoids the costs and risks associated with continued litigation, including the danger of no recovery. Continuing with the case could have resulted in loss at summary judgment, trial or on appeal. The two sides vigorously disagree on both liability and the amount of money that could have been won if the Class Representatives prevailed at trial. DTT expressly denies all of the claims and allegations of wrongdoing or liability made against it arising out of any of the conduct, statements, acts, or omissions alleged in the Complaint. DTT also maintains that it has meritorious defenses and denies that the Class Representatives and the Class have suffered any harm or losses attributable to DTT’s actions. These specific defenses are discussed in more detail in the answer to question 4, below at pages 5-6. DTT’s defenses pose a significant risk to the ability of the Class Representatives to obtain a larger judgment at trial. In comparison, the $12 million Settlement amount will be paid upon final approval of the Settlement by the Court. The Class Representatives and Class Counsel believe that this substantial benefit payable upon final approval is preferable to the risks of continued litigation and the possibility of a smaller, or no recovery at some future date years into the future after a trial and appeals.

Attorneys’ Fees and Expenses: Court-appointed Class Counsel will ask the Court for attorneys’ fees of 33.33% of the Settlement Fund and expenses not to exceed $400,000 to be paid from the Settlement Fund plus interest. Class Counsel have not received any payment for their work investigating the facts, prosecuting this Action, and negotiating this Settlement on behalf of the Class Representatives and the Class. If the above amounts are requested and approved by the Court, the average cost per share of common stock will be approximately $0.09.

Deadlines:

Submit Proof of Claim:

Request Exclusion:

File Objection:

Court Hearing on Fairness of Settlement:

More Information:

Claims Administrator:

__, 2015

__, 2015

__, 2015

__, 2015

Representative of Class Counsel:

CCME Securities Litigation Claims Administrator P.O. Box 40008 College Station , TX 77842-4008 1-866-985-7592 www.ChinaMediaExpressSettlement.com

Christopher O’Hara, Esq. Karl P. Barth, Esq. Hagens Berman Sobol Shapiro LLP 1918 Eighth Avenue, Suite 3300 Seattle, WA 98101 (206) 623-7292 [email protected]

Your legal rights are affected whether you act or do not act. Read this Notice carefully.

DO NOT CALL THE COURT WITH QUESTIONS ABOUT THE SETTLEMENT

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YOUR LEGAL RIGHTS AND OPTIONS IN THIS SETTLEMENT

SUBMIT A CLAIM FORM The only way to get a payment.

Get no payment. This is the only option that allows you to participate in EXCLUDE YOURSELF another lawsuit against DTT or the DTT Released Parties for the legal claims

in this case.

If you submit a Claim Form, you may also write to the Court if you do not OBJECT like any aspect of the Settlement; the request for attorneys’ fees, charges and

expenses or the Plan of Allocation.

GO TO THE HEARING You may ask to speak in Court about the fairness of the Settlement; the request for attorneys’ fees, charges and expenses or the Plan of Allocation.

DO NOTHING Get no payment. Give up your rights.

. These rights and options, and the deadlines to exercise them, are explained in this Notice.

• The Court in charge of this case must decide whether to approve the Settlement. Payments will be made if the Court approves the Settlement and after appeals, if any, are resolved. Please be patient.

BASIC INFORMATION

1. Why Did I Get This Notice Package?

This Notice is being sent to you pursuant to an order of the United States District Court for the Southern District of New York (the “Court”) because you or someone in your family may have purchased CCME common stock or call options, and/or sold CCME put options between April 1, 2010 and March 11, 2011, inclusive (the “Class Period”). The Court directed that you be sent this Notice because, as a potential member of the Class, you have a right to know about a proposed Settlement with one of the defendants in this class action lawsuit, and about all of your options, before the Court decides whether to approve the Settlement.

The Court in charge of the case is the United States District Court of the Southern District of New York, and the case is known as In re China MediaExpress Holdings, Inc. Shareholder Litigation, Civil Action No.11-CV-0804 (VM) (the “Action”). The entities that led the Class in this Action are Irrevocable Trust FBO Lansing Davis under agreement dated 10/1/1979 and the Davis Partnership LP, collectively called the “Lead Plaintiff,” and one of the defendants that has been sued, Deloitte Touche Tohmatsu (Hong Kong Partnership) (“DTT”), has entered into a proposed settlement (the “Settlement”) with the Class Representatives. The Settlement is only effective if it is approved by the Court.

This package explains the lawsuit, the Settlement, your legal rights, what benefits are available, who is eligible for them, and how to get them. The purpose of this Notice is to inform you of this case, that it is a class action, how you might be affected, and how to exclude yourself from the Settlement if you wish to do so. It is being sent to inform you of the terms of the Settlement and of a hearing to be held to consider the fairness, reasonableness, and adequacy of the Settlement. It is also being sent to you to inform potential members of the Class of a hearing to be held by the Court to consider the fairness and reasonableness of the Plan of Allocation and to consider Class Counsel’s motion for attorneys’ fees and for the reimbursement of Litigation Expenses (the “Settlement Hearing”)

- 3 -


The Settlement Hearing will be held before the Honorable Victor Marrero on ________ __, 2015, at Courtroom 11B of the United States District Court for the Southern District of New York, 500 Pearl Street, New York, New York 10007-1312. At the Settlement Hearing, the Court will determine:

(i) whether the Settlement is fair, reasonable, and adequate, and should be finally approved by the Court;

(ii) whether the Order and Final Judgment as provided for under the Stipulation should be entered, dismissing the Action, on the merits and with prejudice, and whether the releases set forth in the Stipulation should be ordered;

(iii) whether the Plan of Allocation is fair and reasonable, and should be approved by the Court; and

(iv) whether Lead Counsel’s motion for an award of attorneys’ fees and reimbursement of Litigation Expenses should be approved.

This Notice does not express any opinion by the Court concerning the merits of any claim in the Action, and the Court still has to decide whether to approve the Settlement. If the Court approves the Settlement, and after any objections or appeals (if there are any) are resolved, the Claims Administrator appointed by the Court will make the payments that the Settlement allows.

2. What Is This Lawsuit About, and What Has Happened in the Lawsuit So Far?

Beginning on February 4, 2011, a series of proposed class actions were filed in the United States District Court for the Southern District of New York (the “Court”) in connection with alleged misstatements in the financial statements and other public statements of CCME. On June 7, 2011, the Court appointed Irrevocable Trust FBO Lansing Davis under agreement dated 10/1/1979 and the Davis Partnership LP (collectively the “Davis Entities”) to serve as Lead Plaintiff, appointed Hagens Berman Sobol Shapiro LLP as Interim Lead Counsel and appointed Cohen Milstein Sellers & Toll, PLLC as Interim Co-Counsel. These firms are jointly referred to as “Class Counsel” throughout this Notice. In addition to the Lead Plaintiff, John Haughton, Ethan Lamar Pierce, and John Shaffer served as additional named plaintiffs. The Lead Plaintiff and these additional named plaintiffs are hereinafter collectively referred to as the “Class Representatives.”

On October 25, 2011, Class Representatives filed an Amended and Consolidated Complaint (the “Complaint”) asserting claims under Sections 10(b) (and Rule 10b-5 promulgated thereunder), and 20(a) of the 1934 Act (15 U.S.C. §§ 78j(b) and 78t(a)) on behalf of purchasers of CCME common stock, call options, and/or sellers of put options from April 1, 2010 through March 11, 2011, inclusive (the “Class Period”) against DTT and various other parties. The Complaint alleges that DTT violated the above referenced securities laws by making material false or misleading statements or omissions in its audit opinion on CCME’s 2009 financial statements, which was included in CCME’s 2009 annual report on Form 10-K filed on March 31, 2010. Specifically, the Complaint alleges that DTT falsely represented that DTT had performed its audit of CCME’s 2009 financial statements in compliance with applicable standards, and had falsely expressed an opinion that CCME’s financial statements presented fairly, in all material respects, CCME’s financial position as of December 31, 2009, in conformity with generally accepted accounting principles (“GAAP”). The Class Representatives further allege that these false statements allowed CCME stock to trade at artificially inflated prices throughout the Class Period.

DTT denies all of the allegations of the Amended Complaint, and that it did anything wrong. DTT denies that any of the statements in its audit report were materially false and misleading, and further denies that DTT acted with scienter in making any of these statements. DTT also denies that any of its statements caused CCME shares to trade at artificially high prices, or that any Class Members suffered damages related to any of DTT’s statements or conduct.

On May 18, 2012, DTT filed a motion to dismiss the Complaint; on July 6, 2012 Class Representatives filed an opposition to the motion to dismiss; and, on August 7, 2012, DTT filed a reply to the opposition. On February 28, 2013, the Court issued an Order granting the motions to dismiss with respect to Defendants Deloitte LLP, Deloitte Touche Tohmatsu, A.J. Robbins, and Bird and Green and denying the motions to dismiss with respect to CCME and DTT.

On March 25, 2013, the Class Representatives moved for a Certificate of Default against China MediaExpress, which was issued on June 17, 2013. A default judgment against CCME was issued on January 17, 2014.

- 4 -


On July 17, 2013, after successfully negotiating a Protective Order, the Class Representatives served requests for production of documents on DTT. They also served subpoenas on various third parties. Beginning on October 11, 2013, and continuing through February 2014, DTT produced thousands of pages of documents, many of which were written in Chinese. Class Counsel reviewed thousands of documents produced by parties in the Action and various third parties. Class Counsel has also consulted extensively with experts in accounting, auditing, financial markets, econometrics, and Chinese law.

On August 16, 2013, Class Representatives filed a motion to certify a class action of the claims against DTT on behalf of all purchasers of common stock of CCME between April 1, 2010 and March 11, 2011. On April 22, 2014, DTT filed an opposition to the motion for class certification, as well as a motion to strike the opinion of the Class Representatives’ expert. On June 2, 2014, Class Representatives filed a reply to DTT’s opposition to class certification and an opposition to DTT’s motion to strike. On July 14, 2014, DTT filed a reply in support of their motion to strike and a surreply to Class Representatives’ reply in support of class certification. On August 6, 2014, Class Representatives filed an opposition to DTT’s surreply. While the class certification briefing was ongoing, DTT deposed and the Class Representatives defended the depositions of all of the Class Representatives and the Parties each deposed an expert witness proffered by the other side in support of their position on class certification. On August 15, 2014, the Court granted Class Representatives’ Motion for Class Certification, and appointed Hagens Berman as Lead Counsel and Cohen Milstein as Co-Counsel for the Class.

On March 19, 2014, while the briefing regarding the motion for class certification was ongoing, Class Counsel and DTT’s Counsel participated in a mediation session in Washington, D. C. with an experienced mediator. The parties were not close to reaching an agreement by the end of the mediation session. However, the mediator continued to negotiate with counsel for both sides on numerous occasions over the next six months, with the parties sending supplemental legal analysis of their relative positions to each other through the mediator. Although these discussions were helpful in considerably narrowing the gap between the expectations of the parties, a settlement was not reached through these efforts. On September 8, 2014, the mediator made a final settlement proposal to both sides, which was accepted on September 11, 2014. On January 23, 2015, the Class Representatives and DTT executed a “Term Sheet” memorializing the basic terms of the Settlement.

3. Why Is This Action a Class Action?

In a class action, one or more people called class representatives (in this case the Class Representatives identified above ) sue on behalf of people who have similar claims. All of these people and/or entities are called a “Class” or “Class Members.” One court resolves the issues for all Class Members, except for those who exclude themselves from the Class.

4. Why Is There a Settlement?

The parties disagree about numerous issues in this Litigation, including: (1) the method for determining whether the price of CCME common stock, call options, and/or put options was artificially inflated during the relevant period; (2) the amount of any such alleged inflation; (3) whether there was any wrongdoing on the part of DTT or material misstatements or omissions made by DTT; (4) the extent that various facts alleged by the Class Representatives influenced the trading price of CCME common stock, call options, and put options during the Class Period; (5) whether the facts alleged were material, false, misleading or otherwise actionable under the federal securities laws; (6) whether any purchasers of the common stock or call options, and/or sellers of put options of CCME have suffered damages as a result of the alleged misstatements and omissions in CCME’s public and financial statements; (7) the extent of such damages, assuming they exist; and (8) whether the Litigation can properly be maintained as a class action.

The Court did not decide in favor of the Class Representatives or DTT. Instead, the lawyers for both sides of the Lawsuit, with the assistance of an experienced mediator, have negotiated a settlement that they believe is in the best interests of their respective clients. The Settlement allows both sides to avoid the risks and cost of lengthy and uncertain litigation and the uncertainty of a trial and appeals, and permits Class Members to be compensated without further delay.

Had the case proceeded, the Class faced numerous difficult and complex legal and factual issues that presented significant risks to the case. For example, DTT strongly contests the essential element of the Class’ claim that DTT

- 5 -


acted with the requisite scienter - a standard that is difficult to prove against an independent auditor. DTT also raised additional defenses related to loss causation, “price impact” and whether DTT’s disclosures could properly be considered a “material false statement.” Had DTT prevailed on any one of these issues, the Class would have received nothing.

Even had the Class prevailed on these difficult issues related to liability and loss causation, the “proportionate liability” provisions of the Private Securities Litigation Reform Act of 1995 (the “PSLRA”) could have limited damages to DTT’s “percentage of responsibility” in the case, which a jury could have determined to be extremely small relative to that of CCME and its officers.

Additionally, continued litigation against DTT presented special problems for the Class Representatives in actually proving their case at trial because many of the documents and witnesses that the Class Representatives would otherwise rely upon to prove their case are in China, and would be extremely difficult, if not impossible, to obtain.

In light of the risks of continued litigation, the Class Representatives and Class Counsel believe that the Settlement is fair, adequate and reasonable, and in the best interest of all Class Members. The Class Representatives and Class Counsel also believe that the Settlement provides a substantial benefit now, namely the payment of $12 million, as compared to the risk that the claims would produce a similar, smaller, or no recovery after summary judgment, trial, and appeals, possibly years in the future.

WHO IS IN THE SETTLEMENT

To see if you will get money from this Settlement, you first have to determine if you are a Class Member.

5. How Do I Know if I Am Part of the Settlement?

The Class includes all Persons who purchased CCME common stock and/or call options, and/or sold put options between April 1, 2010 and March 11, 2011, inclusive, except those persons and entities that are excluded, as described below.

6. What Are the Exceptions to Being Included?

You are not a Class Member if you submit a valid and timely request for exclusion from the Class or if you are a Defendant in this Litigation, a member of the immediate family of any such Defendant, a person, firm, trust, corporation, officer, director or other individual or entity in which any Defendant has or had a controlling interest during the Class Period, an officer or director of the Company during the Class Period, or a legal representative, agent, executor, heir, successor or assign of any such excluded Person.

You are a Class Member only if you purchased shares of CCME common stock and/or call options, and/or sold put options between April 1, 2010 and March 11, 2011, inclusive. If you sold shares of CCME common stock and/or call options, and/or purchased put options between April 1, 2010 and March 11, 2011, inclusive, that alone does not make you a Class Member.

7. I’m Still Not Sure if I Am Included.

If you are still not sure whether you are included, you can ask for free help. You can call the Claims Administrator at 1-866-985-7592, or Lead Counsel listed in the answer to Question 16 for more information. Or you can fill out and return the claim form described in Question 10, to see if you qualify.

THE SETTLEMENT BENEFITS — WHAT YOU GET

8. What Does the Settlement Provide?

DTT has agreed to pay $12,000,000 in cash to be paid pursuant to the Settlement Agreement, to be divided among all eligible Class Members who submit valid claim forms, after payment of Court-approved attorneys’ fees, charges and expenses in the representation of the Class. This payment, less all Taxes, Tax Expenses and attorneys’ fees and litigation expenses awarded to Class Counsel shall constitute the “Net Settlement Fund” available for distribution to Class Members pursuant to the Plan of Allocation.

9. How Much Will My Payment Be?

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At this time, it is not possible to make any determination as to how much any individual Class Member may receive from the Net Settlement Fund. The Net Settlement Fund shall be distributed to Class Members that have filed acceptable Proof of Claim Forms with the Class Administrator (“Authorized Claimants”). The Net Settlement Fund will be distributed to Authorized Claimants pursuant to the Plan of Allocation (as described below), or as otherwise ordered by the Court. The Plan of Allocation is not a formal damage analysis. The objective of the Plan of Allocation is to equitably distribute the Net Settlement Fund to those Class Members who suffered economic losses as a proximate result of the alleged wrongdoing. The Plan of Allocation generally measures the amount of loss that a Class Member can claim for purposes of making pro rata allocations to the Authorized Claimants. The calculations are not intended to be estimated amounts that Class Members might have been able to recover after a trial, nor to be an estimate of the amounts that will be paid to Authorized Claimants pursuant to the Settlement.

Your share of the Settlement Fund will depend on the number of valid claim forms that Class Members submit and how many CCME common stock shares and/or option contracts transaction during the relevant period and when you bought and sold them. For purposes of determining the amount an Authorized Claimant may recover under the Plan of Allocation, Class Counsel conferred with damage experts in order to ensure that the Plan of Allocation reflects a fair and reasonable distribution of the Net Settlement Fund.

Pursuant to the Plan of Allocation, for each Authorized Claimant, a “Recognized Claim” will be calculated. The calculation of a “Recognized Claim” is not intended to be an estimate of, nor does it indicate, the amount that a class member might have been able to recover after a trial. Nor is the calculation of a Recognized Claim pursuant to the Plan of Allocation an estimate of the amount that will be paid to Authorized Claimants from the Settlement Fund, which would depend on the total amount of all Recognized Claims. The Recognized Claim formula provides the basis for proportionately allocating the Settlement Fund to Authorized Claimants. That computation is only a method to weigh class members’ claims against one another. Each Authorized Claimant will receive a pro rata share of the Net Settlement Fund based on his, her, or its Recognized Claim. As described below, the Recognized Claim of each Authorized Claimant is calculated as the net amount of all Recognized Gains and Recognized Losses. The “Recognized Gain” or “Recognized Loss” amount for each Class Member’s individual stock or option transaction will be calculated as follows:

Calculation of Recognized Gain or Loss Related to Common Stock Purchases

Recognized Losses or Gains related to common stock purchases are based on fluctuations of the estimated artificial inflation embedded in the price for each share of common stock for the respective period. For each share of CCME common stock purchased or otherwise acquired during the period April 1, 2010 through March 11, 2011, and:

A. Sold before February 1, 2011:

i) The Recognized Loss shall be zero.

ii) The Recognized Gain shall be zero.

B. Sold between February 1, 2011 and prior to February 3, 2011:

i) If purchased prior to February 1, 2011, The Recognized Loss shall be the lesser of the difference between the excess (if any) of the purchase price over the selling price and $1.45.

ii) If purchased between February 1, 2011 and prior to February 3, 2011: The Recognized Loss shall be zero.

iii) The Recognized Gain shall be zero.

C. Sold Between February 3, 2011 and March 11, 2011:

i) If purchased prior to February 1, 2011, The Recognized Loss shall be the lesser of the difference between the excess (if any) of the purchase price over the selling price and $7.01.

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ii) If purchased between February 1, 2011 and prior to February 3, 2011, The Recognized Loss shall be the lesser of the difference between the excess (if any) of the purchase price over the selling price and $5.56.

iii) If purchased on or after February 3, 2011, the Recognized Loss Shall be zero.

iv) The Recognized Gain shall be zero.

D. Retained Beyond March 11, 2011:

i) If purchased prior to February 1, 2011, The Recognized Loss shall be the lesser of the excess (if any) of the purchase price less $1.44 or $16. 82. 2

ii) If purchased between February 1, 2011 and prior to February 3, 2011: The Recognized Loss shall be the lesser of the excess (if any) of the purchase price less $1.44 cents or $15.37.

iii) If purchased between February 3, 2011 and the end of the class period: The Recognized Loss shall be the lesser of the excess (if any) of the purchase price less $1.44 cents or $9.81.

iv) The Recognized Gain shall be zero.

Common Stock Damages Per Share Table: Damages Per Share Equal The Lesser of the Excess of the Purchase Price (Where Applicable) over the Selling Price and The Amount Given in the Table

Date of Sale On

Between 02/03/2011 Retained

Prior to 02/01/2011 or after, after

02/01/2011 and prior to before end 03/11/2011*

02/03/2011 of class period

Prior to 02/01/2011

$0.00

$1.45

$7.01

$16.82

Date of Purchase

Between 02/01/2011 and prior to 02/03/2011

N/A $0.00 $5.56 $15.37

On 02/03/2011 or after, before end of class

N/A

N/A

$0.00

$9.81 period

*For purchased shares retained beyond 03/11/2011, the damages per share are not the lesser of the purchase price or the given table amount, but rather the lesser of the purchase price minus $1.44 cents or the given table amount.

Calculation of Recognized Gain or Loss Related to Call Option Purchases

Recognized Losses or Gains related to Call Option purchases are based on fluctuations of the estimated artificial inflation embedded in the price for each share of the underlying common stock for the respective period. For each CCME Call Option purchased or otherwise acquired during the period April 1, 2010 through March 11, 2011, and:

2 Pursuant to Section 21(D)(e)(1) of the Private Securities Litigation Reform Act of 1995, “in any private action arising under this title in which the plaintiff seeks to establish damages by reference to the market price of a security, the award of damages to the plaintiff shall not exceed the difference between the purchase or sale price paid or received, as appropriate, by the plaintiff for the subject security and the mean trading price of that security during the 90-day period beginning on the date on which the information correcting the misstatement or omission that is the basis for the action is disseminated.” $1.44 was the mean (average) daily closing trading price of CCME common stock during the 90-day period beginning on May 19, 2011 and ending on August 16, 2011.

- 8 -


A. Closed (through sale, exercise/assignment, or expiration) prior to February 1, 2011:



B. Closed (through sale, exercise/assignment, or expiration) between February 1, 2011 and March 11, 2011:

i) The Recognized Loss shall be the artificial inflation on the date of purchase minus the artificial inflation on the close date as per Exhibit A (at the end of this Notice).


C. Open after March 11, 2011:

i) The Recognized Loss shall be the lesser of: (a) the artificial inflation on the date of purchase as per Exhibit A; or (b) the excess (if any) of the price paid for the option minus the closing bid price of the option on 05/19/2011 as per Exhibit A.


Calculation of Recognized Gain or Loss Related to Sales of Put Options

Recognized Losses or Gains related to Put Option Sales are based on fluctuations of the estimated artificial inflation embedded in the price for each share of the underlying common stock for the respective period. For each CCME Put Option sold during the period April 1, 2010 through March 11, 2011, and:

A. Closed (through purchase, re-purchase, exercise/assignment, or expiration) prior to February 1, 2011:



B. Closed (through purchase, re-purchase, exercise/assignment, or expiration) between February 1, 2011 and March 11, 2011:

i) The Recognized Loss shall be the artificial deflation on the date of sale less the artificial deflation on the date of close as per Exhibit B.


C. Open after March 11, 2011:

i) The Recognized Loss shall be the lesser of the artificial deflation on the date of sale as per Table 3 or the excess (if any) of the closing price of the option on 05/19/2011 over the price of the option on the date of sale as per Exhibit B.

ii) The Recognized Gain shall be zero

“Purchase / Sale” Dates : Purchases or acquisitions and sales of CCME common stock, call options and put options shall be deemed to have occurred on the “contract” or “trade” date as opposed to the “settlement” or “payment” date.

Gift / Inheritance : If a Class Member acquired CCME common stock, call and/or put options by way of gift, inheritance, or operation of law, such a claim will be computed by using the date and price of the original purchase and not the date and price of transfer. In such instances, the recipient must provide documentation of the original purchase in addition to the transfer.

- 9 -


FIFO Matching : For Class Members who held CCME common stock or call options (or had unexercised put options sold by the Class Member still outstanding) at the beginning of the Class Period or made multiple purchases or sales during the Class Period, the first-in, first-out (“FIFO”) method will be applied to such holdings, purchases, and sales for purposes of calculating a claim.

Short Sales : The date of covering a “short sale” is deemed to be the date of purchase or acquisition of the stock. The date of a “short sale” is deemed to be the date of sale of CCME common stock. If the Claimant has an opening short position, then the earliest Class Period purchases or acquisitions shall be matched against the opening short position, and not be entitled to a recovery, until that short position is fully covered. If a Class Member has “written” call options, has a short position in the options, the date of covering such a written position is deemed to be the date of purchase or acquisition of the call options. If the Claimant has an opening written position in call options, then the earliest Class Period purchases or acquisitions shall be matched against the opening written position, and not be entitled to a recovery, until that written position is fully covered.

Eligible Securities : CCME common stock, call options and put options are the only securities eligible for recovery under the Plan of Allocation. With respect to common stock purchased or sold through the exercise or assignment of an option, the purchase/sale date of the common stock is the exercise date of the option and the purchase/sale price is the exercise/assignment price of the option.

Netting Gains and Losses : Recognized Gains and Recognized Losses in stock and options trades (as described above) will be netted for purposes of calculating whether a Claimant had an overall Recognized Gain or Loss on their transactions. The total of all net amounts for each Class Member will be the “Recognized Claim” of such Class Member.

An Authorized Claimant will be eligible to receive a distribution from the Net Settlement Fund only if a Class Member’s Recognized Claim is a net loss.

In the unlikely event there are sufficient funds in the Net Settlement Fund, each Authorized Claimant will receive an amount equal to the Authorized Claimant’s Recognized Claim. If, however, the amount in the Net Settlement Fund is not sufficient to permit payment of the total claim of each Authorized Claimant, then each Authorized Claimant shall be paid the percentage of the Net Settlement Fund that each Authorized Claimant’s claim bears to the total of the claims of all Authorized Claimants. Payment in this manner shall be deemed conclusive against all Authorized Claimants.

If the sum total of Recognized Claims of all Authorized Claimants who are entitled to receive payment out of the Net Settlement Fund is greater than the Net Settlement Fund, each Authorized Claimant shall receive his, her, or its pro rata share of the Net Settlement Fund. The pro rata share shall be the Authorized Claimant’s Recognized Claim divided the total Recognized Claims of all Authorized Claimants, multiplied by the total amount in the Net Settlement Fund.

The Net Settlement Fund will be allocated among all Authorized Claimants whose prorated payment is $5.00 or greater. If the prorated payment to any Authorized Claimant calculates to less than $5.00, it will not be included in the calculation and no distribution will be made to that Authorized Claimant.

The Court has reserved jurisdiction to allow, disallow or adjust the claim of any Class Member on equitable grounds.

Payment pursuant to the Plan of Allocation set forth above shall be conclusive against all Authorized Claimants. No Person shall have any claim against the Class Representatives, Class Counsel, any claims administrator or other Person designated by Class Counsel or DTT and/or the DTT Released Parties and/or their counsel based on distributions made substantially in accordance with the Settlement Agreement and the Settlement contained therein, the Plan of Allocation, or further orders of the Court. All Class Members who fail to complete and file a valid and timely Proof of Claim shall be barred from participating in distributions from the Net Settlement Fund (unless otherwise ordered by the Court), but otherwise shall be bound by all of the terms of the Settlement Agreement, including the terms of any judgment entered and the releases given. The Plan of Allocation is separate from the Settlement and any decision by the Court regarding the Plan of Allocation will not affect the finality of approval of the Settlement.

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HOW YOU GET A PAYMENT — SUBMITTING A CLAIM FORM

10. How Will I Get a Payment?

To qualify for payment, you must be an eligible Class Member and you must send in a claim form. A claim form is enclosed with this Notice. 3 Read the instructions carefully, fill out the form, include all the documents the form asks for, sign it, and mail it to: CCME Securities Litigation Claims Administrator, c/o KCC Class Action Services, P.O. Box 40008, College Station, TX 77842-4008 so that it is postmarked no later than ______ __, 2015.

11. When Will I Get My Payment?

The Court will hold the Settlement Hearing on _______ __, 2015, to decide whether to approve the Settlement. If Judge Marrero approves the Settlement, there may be appeals. It is always uncertain whether these appeals can be resolved favorably, and resolving them can take time, perhaps several years. It also takes time for all the claim forms to be processed. Everyone who sends in a claim form will be informed of the determination with respect to their claim. Please be patient.

12. What Am I Giving Up to Get a Payment or Stay in the Class?

Unless you exclude yourself, you are staying in the Class, and that means that you cannot sue, continue to sue, or be part of any other lawsuit against DTT about the same issues in this case or that could have been asserted in this case. It also means that all of the Court’s orders will apply to you and legally bind you and you will release your Released Claims (defined below) in this case against the DTT Released Parties, as defined below:

“DTT Released Parties” is defined expansively, including, without limitation, DTT, Deloitte & Touche Financial Advisory Services Limited, Deloitte Touche Tohmatsu Limited, Deloitte LLP, all member firms of Deloitte Touche Tohmatsu Limited, and all of their respective past, present, and future parent companies, partnerships, subsidiaries, affiliates, divisions, employees, servants, members, partners, principals, directors, shareholders, and owners, and all of their respective attorneys, heirs, executors, administrators, insurers, coinsurers, reinsurers, joint ventures, personal representatives, predecessors, successors, transferees, trustees, and assigns.

“Released Claim(s)” means any and all claims and causes of action of every nature and description (including Unknown Claims as defined herein), whether arising under federal, state, statutory, regulatory, common, foreign or other law, that arise in any way from or relate to the Action or CCME against all DTT Released Parties.

“Unknown Claim(s)” means any and all Released Claims or Released DTT Claims that any Class Representative, Class Member, or DTT does not know or suspect to exist in its favor at the time of the release of the Released Parties. The Parties stipulate and agree that upon the Effective Date, Class Representatives shall expressly, and any Class Member shall be deemed to have, and by operation of the Final Judgment shall have, expressly waived any and all provisions, rights, and benefits conferred by any law of any state or territory of the United States, or principle of common law, which is similar, comparable, or equivalent to Cal Civ. Code § 1542, which provides:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR .

EXCLUDING YOURSELF FROM THE SETTLEMENT

If you do not want a payment from the Settlement, but you want to keep any right you may have to sue or continue to sue DTT and the DTT Released Parties on your own about the same Released Claims, then you must take steps to get out of the Class. This is called excluding yourself or is sometimes referred to as opting out of the Class.

3 A claim form can also be obtained at www.ChinaMediaExpressSettlement.com .

- 11 -


13. How Do I Get Out of the Class?

To exclude yourself from the Class, you must send a letter by mail stating that you want to be excluded from In re China MediaExpress Holdings, Inc. Shareholder Litigation, Civil Action No. 11-CV-0804 (VM) (U.S.D.C. S.D.N.Y.) You must include your name, address, telephone number, the number of shares of CCME common stock and call options purchased, and/or the number of put options sold between April 1, 2010 and March 11, 2011, inclusive, if any, and the dates of such purchases and sales. You must mail your exclusion request so that it is postmarked no later than _______ __, 2015 to:

CCME Securities Litigation EXCLUSIONS

c/o KCC Claims Administrator 75 Rowland Way, Suite 250

Novato, CA 94945

You cannot exclude yourself on the phone or by e-mail. If you ask to be excluded, you are not eligible to get any settlement payment, and you cannot object to the Settlement. You will not be legally bound by anything that happens in this lawsuit.

14. If I Do Not Exclude Myself, Can I Sue DTT for the Same Thing Later?

No. Unless you exclude yourself, you give up any right to sue DTT and the DTT Released Parties for the Released Claims. If you have a pending lawsuit against DTT or the DTT Released Parties, speak to your lawyer in that case immediately. Remember, the exclusion deadline is ________ __, 2015.

15. If I Exclude Myself, Can I Get Money from the Settlement?

No. If you exclude yourself, do not send in a Proof of Claim form. But, you may sue, continue to sue, or be part of a different lawsuit against DTT or the DTT Released Parties asserting a Released Claim.

THE LAWYERS REPRESENTING YOU

16. Do I Have a Lawyer in This Case?

The Court appointed the law firm of Hagens Berman as Lead Counsel and Cohen Milstein as Co-Counsel to represent you and other Class Members. These lawyers will apply to the Court for payment from the Settlement Fund; you will not otherwise be charged for their work. If you want to be represented by your own lawyer, you may hire one at your own expense.

17. How Will the Lawyers Be Paid?

At the Settlement Hearing, Class Counsel will request the Court to award attorneys’ fees of 33.33% of the Settlement Fund and for charges and expenses, not to exceed $400,000, that were incurred in connection with the Action. If awarded, the average cost per share of common stock will be approximately $0.09. This compensation will be paid from the Settlement Fund. Class Members are not personally liable for any such fees or expenses. To date, Class Counsel have not received any payment for their services in conducting this Action on behalf of the Class Representatives and the Class, nor have counsel been paid for their charges or expenses. The fee requested will compensate Class Counsel for their work in achieving the Settlement Fund and is within the range of fees awarded to class counsel under similar circumstances in other cases of this type. The Court may award less than this amount.

OBJECTING TO THE SETTLEMENT

You can tell the Court that you do not agree with the Settlement; the Plan of Allocation or Class Counsel’s request for an award of attorneys’ fees, charges and expenses.

18. How Do I Tell the Court that I Do Not Like the Settlement; the Plan of Allocation or Class Counsel’s Request for an Award of Attorneys’ Fees and Expenses?

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If you are a Class Member (and have not excluded yourself from the Class), you can object to the Settlement; the Plan of Allocation or Class Counsel’s request for an award of attorneys’ fees, charges and expenses in representing the Class. You can give reasons why you think the Court should not approve it. The Court will consider your views. To object, you must send a letter saying that you object to the Settlement in In re China MediaExpress Holdings, Inc. Shareholder Litigation, Civil Action No. 11-CV-0804 (VM) (U.S.D.C. S.D.N.Y.) Be sure to include your name, address, telephone number, your signature, and the number of shares of CCME common stock and/or call options you purchased and/or put options sold from April 1, 2010 and March 11, 2011, inclusive. Any objection must be mailed or delivered such that it is received by each of the following no later than _______ __, 2015:

Court:

Clerk of the Court UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK Daniel Patrick Moynihan United States Courthouse 500 Pearl Street New York, NY 10007-1312

Class Counsel:

Christopher O’Hara, Esq. Karl P. Barth, Esq. HAGENS BERMAN SOBOL SHAPIRO, LLP 1918 Eighth Ave., Suite 3300 Seattle, WA 98101 (206) 623-7292 [email protected]

Counsel for Defendant DTT:

Michael D. Warden, Esq. SIDLEY AUSTIN LLP 1501 K Street, N.W. Washington, D.C. 20005 (202) 736-8080 [email protected]

19. What’s the Difference Between Objecting and Excluding?

Objecting is simply telling the Court that you do not like something about the Settlement. You can object only if you stay in the Class. Excluding yourself is telling the Court that you do not want to be part of the Class. If you exclude yourself, you have no basis to object because the case no longer affects you.

THE COURT’S SETTLEMENT HEARING

The Court will hold a hearing to decide whether to approve the Settlement. You may attend and you may ask to speak, but you do not have to.

20. When and Where Will the Court Decide Whether to Approve the Settlement?

The Court will hold the Settlement Hearing at XX:00 p.m., on ______ __, 2015, in Courtroom 11B of the United States District Court for the Southern District of New York, 500 Pearl Street, New York, NY 10007-1312. At this hearing, the Court will consider whether the Settlement is fair, reasonable, and adequate. If there are objections, the Court will consider them. The Honorable Victor Marrero, United States District Judge, will listen to people who have asked to speak at the hearing. The Court will also consider whether to approve Class Counsel’s request for an award of attorneys’ fees, charges and expenses and the Plan of Allocation. The Court may decide these issues at the hearing or take them under consideration. We do not know how long these decisions will take. The Court may adjourn or continue the Settlement Hearing without further notice to the Class.

21. Do I Have to Come to the Hearing?

No. Class Counsel will answer any questions that the Court may have. But, you are welcome to come at your own expense. If you send an objection, you do not have to come to Court to talk about it. As long as you mailed your written objection on time, the Court will consider it. You may also pay your own lawyer to attend, but it is not necessary.

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22. May I Speak at the Hearing?

You may ask the Court for permission to speak at the Settlement Hearing. To do so, you must send a letter saying that it is your intention to appear in In re China MediaExpress Holdings, Inc. Shareholder Litigation, Civil Action No. 11-CV-0804 (VM) (U.S.D.C. S.D.N.Y.) Civil Action No. 11-CV-0804 (VM). Be sure to include your name, address, telephone number, your signature, and the number of shares of CCME common stock and/or call options you purchased, and/or put options you sold from April 1, 2010 and March 11, 2011, inclusive. Your notice of intention to appear must be received no later than _______________, 2015, by the Clerk of the Court, Class Counsel and Counsel for Defendant DTT at the addresses listed in Question 18. You cannot speak at the hearing if you exclude yourself from the Class because the Settlement no longer affects you. You also cannot speak at the hearing if you have not provided written notice of your intention to speak at the Settlement Hearing, unless the Court orders otherwise.

IF YOU DO NOTHING

23. What Happens if I Do Nothing at All?

If you do nothing, you will get no money from the Settlement. But, unless you exclude yourself, you will not be able to start a lawsuit, continue with a lawsuit, or be part of any other lawsuit against DTT or the DTT Released Parties about the same issues in this case.

GETTING MORE INFORMATION

24. Are There More Details About the Settlement?

This Notice summarizes the proposed Settlement. More details are in the Settlement Agreement. You can get a copy of the Settlement Agreement at www.ChinaMediaExpressSettlement.com or by writing to or calling Christopher A. O’Hara, Esq. or Karl P. Barth, Esq., at Hagens Berman Sobol Shapiro, LLP, 1918 Eighth Ave., Suite 3300, Seattle, WA 98101 s (206) 623-7292, or from the Clerk’s office at the United States District Court for the Southern District of New York, 500 Pearl Street, New York, New York 10007-1312 during regular business hours.

25. How Do I Get More Information?

You can call the Claims Administrator toll-free at 1-866-985-7592, or send an email to [email protected] , or visit the Claims Administrator’s website at www.ChinaMediaExpressSettlement.com . You can write to Class Counsel, Christopher O’Hara, Esq. or Karl P. Barth, Esq. at Hagens Berman Sobol Shapiro, LLP 1918 Eighth Ave., Suite 3300, Seattle, WA 98101, or by email at [email protected] .

DO NOT TELEPHONE THE COURT REGARDING THIS NOTICE

SPECIAL NOTICE TO BANK, BROKERS, AND OTHER NOMINEES

If you held any shares of CCME common stock, and/or call options purchased, and/or put options sold between April 1, 2010 and March 11, 2011, inclusive, as a nominee for a beneficial owner, you must either: (1) within 7 days after you receive this Notice, submit a request to the Claims Administrator for additional Notices. Then within 7 days of receipt of such Notices send a copy by First-Class mail to all such beneficial owners; or (2) provide a list of names and address of such beneficial owners (preferably in electronic format (eg. ecxel, csv)) to the Claims Administrator at the following address:

CCME Securities Litigation Claims Administrator

P.O. Box 40008 College Station, TX 77842-4008

[email protected]

If you choose the first option, you may obtain from the Claims Administrator (without cost to you) as many additional copies of such documents as you require to complete the mailings. If you choose the second option the Claims Administrator will cause a

- 14 -


copy of the Notice and Proof of Claim Form to be sent to the beneficial owners whose name and address you supplied. Regardless of whether you choose to complete the mailing yourself or elect to have the mailing performed for you, upon submission of appropriate documentation to the Claims Administrator you may obtain reimbursement for reasonable administrative costs directly incurred in connection with forwarding the Notice and Proof of Claim or providing beneficial owner mailing information, and which would not have been incurred but for the obligation to forward the Notice and Proof of Claim. All requests for reimbursement are subject to the right of the Court to resolve disputes concerning any such request for reimbursement.

DATED: [Month _j, 2015 BY ORDER OF THE COURT UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK

- 15 -


Exhibit A: Artificial Inflation to CCME Call Options Pre- Pre- Pre-

Option Identifier Expiration Strike Date Price 02/01/2011 02/03/2011 05/19/2011 Last Price

Inflation Inflation Inflation

CC?vE110219C00005000 2/19/2011 5.00 6.66 5.35 0.00

0.00

CC?vE110219C00007500 2/19/2011 7.50 6.53 5.32 0.00

0.00

CC?vE110219C00010000 2/19/2011 10.00 6.28 4.99 0.00

0.00

CC?vE110219C00011000 2/19/2011 11.00 5.80 4.54 0.00

0.00

CC?vE110219C00012000 2/19/2011 12.00 5.42 4.13 0.00

0.00

CC?vE110219C00013000 2/19/2011 13.00 4.62 3.46 0.00

0.00

CC?vE110219C00014000 2/19/2011 14.00 4.09 2.86 0.00

0.00

CC?vE110219C00015000 2/19/2011 15.00 3.40 2.30 0.00

0.00

CC?vE110219C00016000 2/19/2011 16.00 2.70 1.74 0.00

0.00

CC?vE110219C00017000 2/19/2011 17.00 2.08 1.27 0.00

0.00

CC?vE110219C00018000 2/19/2011 18.00 1.56 0.89 0.00

0.00

CC?vE110219C00019000 2/19/2011 19.00 1.15 0.59 0.00

0.00

CC?vE110219C00020000 2/19/2011 20.00 0.78 0.35 0.00

0.00

CC?vE110219C00021000 2/19/2011 21.00 0.53 0.20 0.00

0.00

CC?vE110219C00022500 2/19/2011 22.50 0.32 0.10 0.00

0.00

CC?vE110219C00024000 2/19/2011 24.00 0.14 0.00 0.00

0.00

CC?vE110219C00025000 2/19/2011 25.00 0.16 0.05 0.00

0.00

CC?vE110219C00030000 2/19/2011 30.00 0.03 0.00 0.00

0.00

CC?vE110219C00035000 2/19/2011 35.00 0.00 0.00 0.00

0.00

CC?vE110319C00002500 3/19/2011 2.50 15.72 14.41 9.16

0.00

CC?vE110319C00005000 3/19/2011 5.00 13.05 11.84 6.70

0.00

CC?vE110319C00007500 3/19/2011 7.50 10.42 9.11 4.00

0.00

CC?vE110319C00009000 3/19/2011 9.00 2.85 2.85 2.85

0.00

CC?vE110319C00010000 3/19/2011 10.00 8.18 6.91 2.10

0.00

CC?vE110319C00011000 3/19/2011 11.00 7.06 5.75 1.35

0.00

CC?vE110319C00012500 3/19/2011 12.50 5.63 4.32 0.60

0.00

CC?vE110319C00014000 3/19/2011 14.00 4.41 3.25 0.20

0.00

CC?vE110319C00015000 3/19/2011 15.00 3.68 2.63 0.05

0.00

CC?vE110319C00016000 3/19/2011 16.00 3.13 2.19 0.00

0.00

CC?vE110319C00017500 3/19/2011 17.50 2.56 1.79 0.05

0.00

CC?vE110319C00019000 3/19/2011 19.00 1.83 1.21 0.00

0.00

CC?vE110319C00020000 3/19/2011 20.00 1.53 0.99 0.00

0.00

CC?vE110319C00021000 3/19/2011 21.00 1.23 0.76 0.00

0.00

CC?vE110319C00022500 3/19/2011 22.50 0.83 0.48 0.00

0.00

CC?vE110319C00024000 3/19/2011 24.00 0.59 0.34 0.00

0.00

CC?vE110319C00025000 3/19/2011 25.00 0.51 0.29 0.00

0.00

CC?vE110319C00030000 3/19/2011 30.00 0.13 0.05 0.00

0.00

CC?vE110319C00035000 3/19/2011 35.00 0.00 0.00 0.00

0.00

CC?vE110416C00003000 4/16/2011 3.00 8.61 8.61 8.61

0.00

CC?vE110416C00005000 4/16/2011 5.00 6.69 6.69 6.69

0.00

CC?vE110416C00008000 4/16/2011 8.00 4.20 4.20 4.20

0.00

CC?vE110416C00009000 4/16/2011 9.00 3.60 3.60 3.60

0.00

CC?vE110416C00010000 4/16/2011 10.00 3.00 3.00 3.00

0.00

- 16 -


Pre- Pre- Pre- Option Identifier Expiration Strike

Date Price 02/01/2011 02/03/2011 05/19/2011 Inflation Inflation Inflation

CCME110416C00011000 4/16/2011 11.00 2.55 2.55 2.55

CCME110416C00012000 4/16/2011 12.00 2.15 2.15

CCME110416C00013000 4/16/2011 13.00 1.80 1.80

CCME110416C00014000 4/16/2011 14.00 1.45 1.45

CCME110416C00015000 4/16/2011 15.00 1.20 1.20

CCME110416C00016000 4/16/2011 16.00 1.00 1.00

CCME110416C00017000 4/16/2011 17.00 0.85 0.85

CCME110416C00018000 4/16/2011 18.00 0.65 0.65

CCME110416C00019000 4/16/2011 19.00 0.55 0.55

CCME110416C00020000 4/16/2011 20.00 0.45 0.45

CCME110618C00002500 6/18/2011 2.50 15.30 14.19

CCME110618C00005000 6/18/2011 5.00 13.12 11.92

CCME110618C00007500 6/18/2011 7.50 11.21 9.91

CCME110618C00009000 6/18/2011 9.00 3.80 3.80

CCME110618C00010000 6/18/2011 10.00 9.48 8.12

CCME110618C00011000 6/18/2011 11.00 8.67 7.27

CCME110618C00012000 6/18/2011 12.00 7.72 6.42

CCME110618C00013000 6/18/2011 13.00 6.98 5.77

CCME110618C00014000 6/18/2011 14.00 6.27 5.15

CCME110618C00015000 6/18/2011 15.00 5.55 4.52

CCME110618C00016000 6/18/2011 16.00 4.92 3.99

CCME110618C00017000 6/18/2011 17.00 4.42 3.57

CCME110618C00018000 6/18/2011 18.00 3.92 3.15

CCME110618C00019000 6/18/2011 19.00 3.54 2.84

CCME110618C00020000 6/18/2011 20.00 2.98 2.34

CCME110618C00021000

CCME110618C00022500

0_8JJ00L4JJJ0

CCME110618C00030000

CCME110618C00035000

CCME110917C00002500

CCME110917C00005000

CCME110917C00007500

CCME110917C00009000

CCME110917C00010000 iij I ii Jii

CCME110917C00011000

CCME110917C00012500

CCME110917C00014000

CCME110917C00015000

CCME110917C00016000

C00018000

C00019000

0917C000

0

6/18/2011 21.00 2.60 2.01

6/18/2011 22.50 2.09 1.62

6/18/2011 24.00 1.78 1.38

6/18/2011 25.00 1.47 1.12

6/18/2011 30.00 0.66 0.48

6/18/2011 35.00 0.14 0.05

9/17/2011 2.50 12.62 11.62

9/17/2011 5.00 12.73 11.63

9/17/2011

7.50

11.06

9.90

9/17/2011

9.00

3.90

3.90

9/17/2011

10.00

9.50

8.43

9/17/2011

11.00

3.10

3.10

9/17/2011

12.50

7.58

6.36

9/17/2011

14.00

2.30

2.30

9/17/2011

15.00

6.04

5.02

9/17/2011

16.00

5.55

4.61

9/17/2011

17.00

4.40

3.54

9/17/2011

18.00

4.45

3.66

9/17/2011

19.00

3.98

3.25

2.15

1.80

1.45

1.20

1.00

0.85

0.65

0.55

0.45

8.94

6.68

4.80

3.80

3.30

2.95

2.55

2.25

2.00

1.70

1.50

1.30

1.15

1.00

0.75

0.75

0.60

0.50

0.40

0.20

0.00

6.68

6.49

4.70

3.90

3.60

3.10

2.65

2.30

2.10

1.85

1.15

1.50

1.30

Last Price

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.35

0.05

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.40

0.10

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

- 17 -



Date Price 02/01/2011 02/03/2011 05/19/2011 Last Price Inflation Inflation Inflation

CCME110917C00020000 9/17/2011 20.00 3.13 2.47

0.70

0.00

CCME110917C00021000 9/17/2011 21.00 3.17 2.56

1.00

0.00

CCME110917C00022000 9/17/2011 22.00 2.35 1.80

0.40

0.00

CCME110917C00023000 9/17/2011 23.00 2.55 2.05

0.80

0.00

CCME110917C00024000 9/17/2011 24.00 1.59 1.13

0.00

0.00

CCME110917C00025000 9/17/2011 25.00 2.00 1.58

0.60

0.00

CCME110917C00030000 9/17/2011 30.00 1.02 0.79

0.30

0.00

CCME110917C00035000 9/17/2011 35.00 0.41 0.29

0.10

0.00

CCME120121C00003000 1/21/2012 3.00 6.15 6.15

6.15

0.15

CCME120121C00005000 1/21/2012 5.00 6.54 6.54

6.54

0.00

CCME120121C00008000 1/21/2012 8.00 4.79 4.79

4.79

0.00

CCME120121C00010000 1/21/2012 10.00 3.89 3.89

3.89

0.00

CCME120121C00012000 1/21/2012 12.00 3.29 3.29

3.29

0.00

CCME120121C00015000 1/21/2012 15.00 2.45 2.45

2.45

0.00

CCME120121C00017000 1/21/2012 17.00 2.05 2.05

2.05

0.00

CCME120121C00020000 1/21/2012 20.00 1.65 1.65

1.65

0.00

CCME120121C00022000 1/21/2012 22.00 1.25 1.25

1.25

0.00

CCME120121C00025000 1/21/2012 25.00 0.40 0.40

0.40

0.00

CCME120121C00027000 1/21/2012 27.00 0.80 0.80

0.80

0.00

CCME130119C00003000 1/19/2013 3.00 6.11 6.11

6.11

0.10

CCME130119C00005000 1/19/2013 5.00 6.61 6.61

6.61

0.00

CCME130119C00008000 1/19/2013 8.00 4.98 4.98

4.98

0.00

CCME130119C00010000 1/19/2013 10.00 4.28 4.28

4.28

0.00

CCME130119C00012000 1/19/2013 12.00 3.68 3.68

3.68

0.00

CCME130119C00015000 1/19/2013 15.00 1.40 1.40

1.40

0.00

CCME130119C00017000 1/19/2013 17.00 2.44 2.44

2.44

0.00

CCME130119C00020000 1/19/2013 20.00 0.40 0.40

0.40

0.00

CCME130119C00022000 1/19/2013 22.00 1.65 1.65

1.65

0.00

CCME130119C00025000 1/19/2013 25.00 1.20 1.20

1.20

0.00

CCME130119C00027000 1/19/2013 27.00 1.15 1.15

1.15

0.00

- 18 -


Exhibit B: Artificial Deflation to CCME Put Options Pre- Pre- Pre-

Option Identifier Expiration Strike Date Price 02/01/2011 02/03/2011 05/19/2011 Last Price

Deflation Deflation Deflation

CCME110219P00005000 2/19/2011 5.00 0.23

0.21

0.00

0.00

CCME110219P00007500 2/19/2011 7.50 0.58

0.54

0.00

0.00

CCME110219P00010000 2/19/2011 10.00 1.20

1.08

0.00

0.00

CCME110219P00011000 2/19/2011 11.00 1.53

1.36

0.00

0.00

CCME110219P00012000 2/19/2011 12.00 1.92

1.70

0.00

0.00

CCME110219P00013000 2/19/2011 13.00 2.34

2.06

0.00

0.00

CCME110219P00014000 2/19/2011 14.00 2.82

2.47

0.00

0.00

CCME110219P00015000 2/19/2011 15.00 3.30

2.87

0.00

0.00

CCME110219P00016000 2/19/2011 16.00 3.84

3.33

0.00

0.00

CCME110219P00017000 2/19/2011 17.00 4.26

3.65

0.00

0.00

CCME110219P00018000 2/19/2011 18.00 4.70

4.01

0.00

0.00

CCME110219P00019000 2/19/2011 19.00 5.04

4.27

0.00

0.00

CCME110219P00020000 2/19/2011 20.00 5.28

4.45

0.00

0.00

CCME110219P00021000 2/19/2011 21.00 5.45

4.55

0.00

0.00

CCME110219P00022500 2/19/2011 22.50 5.61

4.65

0.00

0.00

CCME110219P00024000 2/19/2011 24.00 5.76

4.74

0.00

0.00

CCME110219P00025000 2/19/2011 25.00 5.79

4.75

0.00

0.00

CCME110219P00030000 2/19/2011 30.00 5.91

4.79

0.00

0.00

CCME110219P00035000 2/19/2011 35.00 5.96

4.82

0.00

0.00

CCME110319P00002500 3/19/2011 2.50 1.10

1.09

0.99

0.00

CCME110319P00005000 3/19/2011 5.00 3.23

3.19

2.87

0.00

CCME110319P00007500 3/19/2011 7.50 5.90

5.81

5.13

0.00

CCME110319P00009000 3/19/2011 9.00 6.38

6.38

6.38

0.00

CCME110319P00010000 3/19/2011 10.00 8.64

8.46

7.28

0.00

CCME110319P00011000 3/19/2011 11.00 9.61

9.40

7.98

0.00

CCME110319P00012500 3/19/2011 12.50 10.79

10.50

8.68

0.00

CCME110319P00014000 3/19/2011 14.00 11.60

11.23

8.98

0.00

CCME110319P00015000 3/19/2011 15.00 12.21

11.77

9.23

0.00

CCME110319P00016000 3/19/2011 16.00 12.54

12.03

9.23

0.00

CCME110319P00017500 3/19/2011 17.50 13.02

12.43

9.23

0.00

CCME110319P00019000 3/19/2011 19.00 13.40

12.71

9.23

0.00

CCME110319P00020000 3/19/2011 20.00 13.74

13.01

9.33

0.00

CCME110319P00021000 3/19/2011 21.00 13.94

13.16

9.33

0.00

CCME110319P00022500 3/19/2011 22.50 14.15

13.31

9.33

0.00

CCME110319P00024000 3/19/2011 24.00 14.33

13.46

9.33

0.00

CCME110319P00025000 3/19/2011 25.00 14.45

13.54

9.33

0.00

CCME110319P00030000 3/19/2011 30.00 14.62

13.63

9.23

0.00

CCME110319P00035000 3/19/2011 35.00 14.88

13.83

9.33

0.00

CCME110416P00003000 4/16/2011 3.00 1.28

1.28

1.28

0.00

CCME110416P00005000 4/16/2011 5.00 2.51

2.51

2.51

0.00

CCME110416P00008000 4/16/2011 8.00 4.40

4.40

4.40

0.00

CCME110416P00009000 4/16/2011 9.00 4.93

4.93

4.93

0.00

CCME110416P00010000 4/16/2011 10.00 5.51

5.51

5.51

0.00

- 19 -



Date Price 02/01/2011 02/03/2011 05/19/2011 Last Price Deflation Deflation Deflation

CC?vE110416P00011000 4/16/2011 11.00 5.85

5.85

5.85

0.00

CC?vE110416P00012000 4/16/2011 12.00 6.24

6.24

6.24

0.00

CC?vE110416P00013000 4/16/2011 13.00 6.54

6.54

6.54

0.00

CC?vE110416P00014000 4/16/2011 14.00 6.84

6.84

6.84

0.00

CC?vE110416P00015000 4/16/2011 15.00 6.94

6.94

6.94

0.00

CC?vE110416P00016000 4/16/2011 16.00 7.33

7.33

7.33

0.00

CC?vE110416P00017000 4/16/2011 17.00 7.43

7.43

7.43

0.00

CC?vE110416P00018000 4/16/2011 18.00 7.63

7.63

7.63

0.00

CC?vE110416P00019000 4/16/2011 19.00 7.73

7.73

7.73

0.00

CC?vE110416P00020000 4/16/2011 20.00 7.83

7.83

7.83

0.00

CC?vE110618P00002500 6/18/2011 2.50 1.17

1.14

0.99

1.00

CC?vE110618P00005000 6/18/2011 5.00 2.73

2.67

2.28

3.10

CC?vE110618P00007500 6/18/2011 7.50 4.34

4.22

3.47

5.60

CC?vE110618P00009000 6/18/2011 9.00 3.93

3.93

3.93

7.10

CC?vE110618P00010000 6/18/2011 10.00 5.77

5.56

4.38

8.10

CC?vE110618P00011000 6/18/2011 11.00 6.38

6.13

4.75

9.10

CC?vE110618P00012000 6/18/2011 12.00 6.72

6.43

4.86

10.10

CC?vE110618P00013000 6/18/2011 13.00 7.21

6.87

5.14

11.10

CC?vE110618P00014000 6/18/2011 14.00 7.81

7.43

5.51

12.10

CC?vE110618P00015000 6/18/2011 15.00 8.26

7.84

5.70

13.10

CC?vE110618P00016000 6/18/2011 16.00 8.33

7.88

5.62

14.10

CC?vE110618P00017000 6/18/2011 17.00 8.82

8.33

5.90

15.10

CC?vE110618P00018000 6/18/2011 18.00 9.02

8.49

5.91

16.20

CC?vE110618P00019000 6/18/2011 19.00 9.38

8.82

6.10

17.20

CC?vE110618P00020000 6/18/2011 20.00 9.64

9.03

6.20

18.20

CC?vE110618P00021000 6/18/2011 21.00 10.04

9.42

6.48

19.20

CC?vE110618P00022500 6/18/2011 22.50 10.14

9.49

6.39

20.70

CC?vE110618P00024000 6/18/2011 24.00 10.61

9.93

6.68

22.20

CC?vE110618P00025000 6/18/2011 25.00 10.84

10.13

6.77

23.20

CC?vE110618P00030000 6/18/2011 30.00 11.38

10.59

6.97

28.20

CC?vE110618P00035000 6/18/2011 35.00 9.61

8.78

5.10

33.20

CC?vE110917P00002500 9/17/2011 2.50 1.83

1.80

1.65

1.35

CC?vE110917P00005000 9/17/2011 5.00 2.52

2.45

2.04

3.50

CC?vE110917P00007500 9/17/2011 7.50 3.81

3.67

2.91

6.00

CC?vE110917P00009000 9/17/2011 9.00 3.08

3.08

3.08

7.40

CC?vE110917P00010000 9/17/2011 10.00 5.02

4.80

3.64

8.40

CC?vE110917P00011000 9/17/2011 11.00 3.83

3.83

3.83

9.40

CC?vE110917P00012500 9/17/2011 12.50 5.69

5.39

3.86

10.90

CC?vE110917P00014000 9/17/2011 14.00 4.46

4.46

4.46

12.60

CC?vE110917P00015000 9/17/2011 15.00 6.85

6.46

4.55

13.40

CC?vE110917P00016000 9/17/2011 16.00 6.75

6.33

4.23

14.40

CC?vE110917P00017000 9/17/2011 17.00 7.02

6.57

4.41

15.60

CC?vE110917P00018000 9/17/2011 18.00 7.29

6.81

4.50

16.60

CC?vE110917P00019000 9/17/2011 19.00 7.64

7.12

4.68

17.60

- 20 -



Date Price 02/01/2011 02/03/2011 05/19/2011 Last Price Deflation Deflation Deflation

CC?vE110917P00020000 9/17/2011 20.00 8.33

7.79

5.29

18.60

CC?vE110917P00021000 9/17/2011 21.00 8.55

7.98

5.38

19.60

CC?vE110917P00022000 9/17/2011 22.00 8.75

8.16

5.47

20.60

CC?vE110917P00023000 9/17/2011 23.00 7.01

6.40

3.65

21.70

CC?vE110917P00024000 9/17/2011 24.00 9.09

8.47

5.66

22.70

CC?vE110917P00025000 9/17/2011 25.00 9.15

8.52

5.66

23.70

CC?vE110917P00030000 9/17/2011 30.00 9.65

8.95

6.04

28.70

CC?vE110917P00035000 9/17/2011 35.00 9.78

9.05

6.23

33.70

CC?vE120121P00003000 1/21/2012 3.00 0.90

0.90

0.90

2.00

CC?vE120121P00005000 1/21/2012 5.00 1.60

1.60

1.60

3.50

CC?vE120121P00008000 1/21/2012 8.00 2.75

2.75

2.75

6.50

CC?vE120121P00010000 1/21/2012 10.00 3.25

3.25

3.25

8.60

CC?vE120121P00012000 1/21/2012 12.00 3.68

3.68

3.68

10.60

CC?vE120121P00015000 1/21/2012 15.00 4.21

4.21

4.21

13.60

CC?vE120121P00017000 1/21/2012 17.00 4.48

4.48

4.48

15.60

CC?vE120121P00020000 1/21/2012 20.00 3.08

3.08

3.08

18.70

CC?vE120121P00022000 1/21/2012 22.00 3.24

3.24

3.24

20.50

CC?vE120121P00025000 1/21/2012 25.00 3.49

3.49

3.49

23.50

CC?vE120121P00027000 1/21/2012 27.00 5.48

5.48

5.48

25.50

CC?vE130119P00003000 1/19/2013 3.00 0.87

0.87

0.87

2.40

CC?vE130119P00005000 1/19/2013 5.00 1.41

1.41

1.41

4.30

CC?vE130119P00008000 1/19/2013 8.00 2.25

2.25

2.25

7.00

CC?vE130119P00010000 1/19/2013 10.00 2.57

2.57

2.57

8.90

CC?vE130119P00012000 1/19/2013 12.00 2.89

2.89

2.89

10.80

CC?vE130119P00015000 1/19/2013 15.00 3.38

3.38

3.38

13.80

CC?vE130119P00017000 1/19/2013 17.00 2.16

2.16

2.16

15.70

CC?vE130119P00020000 1/19/2013 20.00 2.53

2.53

2.53

18.70

CC?vE130119P00022000 1/19/2013 22.00 2.69

2.69

2.69

20.70

CC?vE130119P00025000 1/19/2013 25.00 2.99

2.99

2.99

23.60

CC?vE130119P00027000 1/19/2013 27.00 4.49

4.49

4.49

25.60

- 21 -


Exhibit A-2


NOTICE OF PENDENCY AND PROPOSED SETTLEMENT OF CLASS ACTION IF YOU PURCHASED CHINA MEDIAEXPRESS HOLDINGS, INC. (“CCME” OR THE “COMPANY”) COMMON STOCK OR CALL

OPTIONS AND/OR SOLD CCME PUT OPTIONS FROM APRIL 1, 2010 THROUGH MARCH 11, 2011, INCLUSIVE, YOU MAY BE ENTITLED TO A PAYMENT FROM THIS CLASS ACTION SETTLEMENT. 1

A Settlement has been reached in a series of proposed class action lawsuits in connection with alleged misstatements in the financial statements and other public statements of CCME. The Court in charge of the case is the United States District Court of the Southern District of New York, and the case is known as In re China MediaExpress Holdings, Inc. Shareholder Litigation , Civil Action No.11-CV-0804 (VM) (the “Action”). The entities that sued and represented the Class in this Action are Irrevocable Trust FBO Lansing Davis under agreement dated 10/1/1979 and the Davis Partnership LP, as well as John Haughton, Ethan Lamar Pierce, and John Shaffer (the “Class Representatives”) and one of the defendants that has been sued, Deloitte Touche Tohmatsu (Hong Kong Partnership) (“DTT”), has entered into a proposed settlement (the “Settlement”). DTT denies all of the allegations, and that it did anything wrong. DTT denies that any of the statements in its audit report were materially false and misleading, and further denies that DTT acted with scienter in making any of these statements. DTT also denies that any of its statements caused CCME shares to trade at artificially high prices, or that any Class Members suffered damages related to any of DTT’s statements or conduct. The Court did not decide in favor of the Class Representatives or DTT. Instead, the lawyers for both sides of the Lawsuit, with the assistance of an experienced mediator, have negotiated a settlement that they believe is in the best interests of their respective clients. How Do I Know if I Am Part of the Settlement? The Settlement includes a “Class” of all Persons who purchased CCME common stock and/or call options, and/or sold put options between April 1, 2010 and March 11, 2011. You are a Class Member only if you purchased shares of CMEE common stock and/or call options, and/or sold put options between April 1, 2010 and March 11, 2011 inclusive. If you sold shares of CCME common stock and/or call options, and/or purchased put options between April 1, 2010 and March 11, 2011, inclusive, that alone does not make you a Class Member.

What Does the Settlement Provide? The Settlement provides for $12,000,000 in cash to be paid pursuant to the Settlement Agreement. Based on the information currently available to the Class Representatives and the analysis performed by its damage consultants, it is estimated that if Class Members submit claims for 100% of the shares and options eligible for distribution under the Plan of Allocation, the estimated average distribution per share of common stock will be approximately $0.26 before deduction of Court-approved fees, charges and expenses. Historically, actual claims rates are less than 100%, which result in higher distributions per share. A Class Member’s actual recovery will be a proportion of the Net Settlement Fund determined by that claimant’s recognized claim as compared to the total “Recognized Claims” of all Class Members who submit valid Proof of Claim and Release forms. An individual Class Member’s actual recovery will depend on, for example: (i) the total number of claims submitted; (ii) when the Class Member purchased CCME common stock or call options and/or sold put options during the Class Period; (iii) the purchase price paid for common stock or call options or the sales price of put options sold; and (iv) whether the CCME common stock, put options and/or call options were held at the end of the Class Period or sold during the Class Period or sold after the Class Period (and if sold, when it was sold and the amount received). How Do I Get a Payment? To qualify for payment, you must be an eligible Class Member and you must send in a Proof of Claim. Claim forms are available at www.ChinaMediaExpressSettlement.com , by calling 1-866-985-7592, sending an email to [email protected] or by writing to CCME Securities Litigation Claims Administrator, P.O. Box 40008, College Station, TX 77842-4008. Read the Proof of Claim instructions carefully, fill out the form, include all the documents the form asks for, sign it, and mail it so that it is postmarked no later than ______ __, 2015 . What are My Other Rights and Options? Unless you exclude yourself, you are staying in the Class, and that means that you cannot sue, continue to sue, or be part of any other lawsuit against DTT about the same issues in this case or that could have been asserted in this case. All of the Court’s orders will apply to you and legally bind you and you will release DTT and related parties from any and all claims and causes of action of every nature and description, whether arising under federal, state, statutory, regulatory, common, foreign or other law, that arise in any way from or relate to the Action or CCME. If you do not want a payment from the Settlement, but you want to keep any right you may have to sue or continue to sue DTT and related parties on your own about the legal claims released by this Settlement you must exclude yourself from the Class. Exclusion requests must be postmarked no later than _______ __, 2015 . If you are a Class Member (and have not excluded yourself from the Class), you can object to the Settlement, the Plan of Allocation, or Class Counsel’s request for an award of attorneys’ fees, charges and expenses in representing the Class. You may also ask the Court for permission to speak at the Settlement Hearing. Objections and requests to appear and speak at the Settlement Hearing must be mailed or delivered no later than _______ __, 2015 . Specific information regarding these rights and options, and how to exercise them, are provided in the Settlement Notice and Settlement Agreement, both of which are available at www.ChinaMediaExpressSettlement.com . When and Where Will the Court Decide Whether to Approve the Settlement? The Court will hold the Settlement Hearing at XX:00 p.m., on ______ __, 2015, in Courtroom 11B of the United States District Court for the Southern District of New York, 500 Pearl Street, New York, NY 10007-1312. At this hearing, the Court will consider whether the Settlement is fair, reasonable, and adequate. The Court will also consider whether to approve the Plan of Allocation and Class Counsel’s request for an award of attorneys’ fees in the amount of 33.33% of the Settlement Fund and expenses not to exceed $400,000 (to be paid from the Settlement Fund) plus interest, and the Plan of Allocation. If these amounts are approved by the Court, the average cost per share of common stock will be approximately $0.09.

How Do I Get More Information? You can call (206) 623-7292 or write to Class Counsel at the following address: Chris O’Hara, Hagens Berman Sobol Shapiro, LLP, 1918 Eighth Ave., Suite 3300, Seattle, WA 98101,or by email at [email protected] . You can also visit the Claims Administrator’s website at www.ChinaMediaExpressSettlement.com , call the Claims Administrator toll-free at 1-866-985-7592, or send an email to the Class Administrator at [email protected] . 1 This Notice incorporates by reference the definitions in the Stipulation and Agreement of Settlement dated April__ 2015 (“Settlement Agreement”), and all capitalized terms used, but not defined herein, shall have the same meanings as in the Settlement Agreement. The Settlement Agreement can be obtained at www.ChinaMediaExpressSettlement.com .


Exhibit A-3


UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK

In re China MediaExpress Holdings, Inc. Shareholder Litigation Civil Action No. 1 1-CV-0804 (VM) CAX

GENERAL

PROOF OF CLAIM AND RELEASE FORM

1. To recover as a Member of the Class based on your claims in the action entitled In re China MediaExpress Holdings, Inc. Shareholder Litigation, Civil Action No. 11 -CV-0804 (VM) (the "Action"),' you must complete and, on page 9 hereof, sign this Proof of Claim and Release form ("Proof of Claim"). If you fail to file a properly addressed (as set forth in paragraph 3 below) Proof of Claim, your claim may be rejected and you may be precluded from any recovery from the Settlement Fund created in connection with the proposed Settlement of the litigation.

2. Submission of this Proof of Claim, however, does not assure that you will share in the proceeds of the Settlement of the litigation.

3. YOU MUST MAIL YOUR COMPLETED AND SIGNED PROOF OF CLAIM POSTMARKED ON OR BEFORE 2015, ADDRESSED AS FOLLOWS:

CCIvIE Securities Litigation do KCC Class Action Services


4. If you are NOT a Member of the Class (as defined in the Notice of Pendency and Proposed Settlement of Class Action ("Notice")) DO NOT submit a Proof of Claim.

5. If you are a Member of the Class and you did not timely and validly request exclusion in connection with the proposed Settlement, you are bound by the terms of any judgment entered in the Action, including the releases provided therein, WHETHER OR NOT YOU SUBMIT A PROOF OF CLAIM.

CLAIMANT IDENTIFICATION

6. THIS CLAIM MUST BE FILED BY THE ACTUAL BENEFICIAL PURCHASER(S), OR THE LEGAL REPRESENTATIVE OF SUCH PURCHASER(S), OF THE CCME COMMON STOCK AND/OR CALL OPTIONS, AND/OR SELLER OF PUT OPTIONS UPON WHICH THIS CLAIM IS BASED.

7. All joint purchasers must sign this claim. Executors, administrators, guardians, conservators, and trustees must complete and sign this claim on behalf of Persons represented by them and their authority must accompany this claim and their titles or capacities must be stated. The Social Security (or taxpayer identification) number and telephone number of the beneficial owner(s) may be used in verifying the claim. Failure to provide the foregoing information could delay verification of your claim or result in rejection of the claim.

IDENTIFICATION OF TRANSACTION(S)

8. Use Part II of this form entitled "Schedule of Transactions" to supply all required details of your transaction(s) in CCME common stock and options. If you need more space or additional schedules, attach separate sheets giving all of the required information in substantially the same form. Sign and print or type your name on each additional sheet.

9. On the schedules, provide all of the requested information with respect to all of your purchases of shares of CCME common stock and/or call options and/or sale of put options which took place at any time between April 1, 2010 and March 11, 2011, inclusive, and all of your sales of CCME common stock and/or call options and/or sale of put options which took place at any time between April 1, 2010 and March 11, 2011, inclusive, whether such transactions resulted in a profit or a loss. You must also provide all of the requested information with respect to all of the shares and contracts of CCME common stock and options, respectively, you held at the beginning of trading on April 1, 2010, and at the close of trading on March 11, 2011. Failure to report all such transactions may result in the rejection of your claim.

10. List each transaction separately and in chronological order, by trade date, beginning with the earliest. You must accurately provide the month, day, and year of each transaction you list.

11. The date of covering a "short sale" is deemed to be the date of purchase of CCME common stock. The date of a "short sale" is deemed to be the date of sale of CCME common stock.

12. Copies of broker confirmations or other documentation of your transactions in CCME common stock and options should be attached to your claim. Failure to provide this documentation could delay verification of your claim or result in rejection of your claim.

This Proof of Claim incorporates by reference the definitions in the Stipulation and Agreement of Settlement dated __________ , 2015 ("Settlement Agreement"), and all capitalized terms used, but not defined herein, shall have the same meanings as in the Settlement Agreement. The Settlement Agreement can be obtained at www.ChinaMediaExpressSettlement.com .

CAXPOCO224


PROOF OF CLAIM AND RELEASE FORM +

UNITED STATES DISTRICT COURT I MUST BE FOR THE SOUTHERN DISTRICT OF NEW YORK

POSTMARKED In re China MediaExpress Holdings, Inc. Shareholder Litigation

NO LATER THAN Civil Action No. 11-CV-0804 (YM) CAX ,2015

PART I: CLAIMANT IDENTIFICATION

Claimant! Representative Contact Information:

The Claims Administrator will use the contact information for all correspondence relevant to this Claim (including the distribution (check), if the Claim is eligible for payment). If the contact information changes, then you must notify the Claims Administrator in writing at the above address.

Beneficial Owner's Name (First, Middle, Last names as you would like it to appear on your check, if you qualify for a payment):

Address Line 1 (Number and Street or P.O. Box)

Address Line 2 (if needed)

City State or Province Zip Code

Country Name Email

Telephone Number (Work) Telephone Number (Home)

Last 4 digits of Social Security Number (for individuals) or T.I.N. (for estates, trusts, corporations, etc.)

Lii -3— +

CAXPOCO224

Number of Shares Sold

Check Box if result Total of an Option

Sales Price Exercised/Assigned

F-1 LIII

Is I Is

Trade Date of Sale (List Chronologically)

MMIDD/YYYY

—/—/--

-/—/---

--/—I--

Sale Price Per Share


•PARTI I II II lIP *1] ràTRANSACTIONS

CCME COMMON STOCK I CUSIP No. 169442100 I Ticker Symbol CCME

1. Number of shares of CCME common stock held at the begin,,iny of trading on April 1,2010: (If none, write "zero" or "0"; if other than zero, provide supporting documentation.)

NUMBER OF SHARES

2. List all purchases and acquisitions of CCME common stock made from April 1, 2010 through March 11, 2011, inclusive (must be documented):

Trade Date of Purchase (List Chronologically)

MMIDD/YYYY

---/----/------- I --/----I------- I --I----/------ _ I

Number of Shares Purchased or

Acquired Purchase

Price Per Share

I s

Total Purchase Price

Fs $

[$ [s

Check Box if result of an Option

Exercised/Assigned

F-1 LII LIII

3. List all sales of CCME common stock made from April 1, 2010 through March 11, 2011, inclusive (must be documented):

Trade Date of Sale (List Chronologically) Number Sale

MMIDD/YYYY of Shares Sold Price Per Share

Check Box if result Total of an Option

Sales Price Exercised/Assigned

I

F-1 $----.---- 1:1

$-----.--- I Js

— /I—

$-----.--- LIII

4. Number of shares of CCME common stock held at the close of trading on March 11, 2010 (If none, write "zero" or "0"; if other than zero, provide supporting documentation.)

5. Number of shares of CCME common stock purchased and acquired from May 19, 2011 through August 16, 2011, inclusive: (If none, write "zero" or "0"; if other than zero, provide supporting documentation.)

NUMBER OF SHARES

NUMBER OF SHARES

6. List all sales of CCME common stock made from May 19,2011 through August 16,2011, inclusive (must be documented):

Number of shares of CCME common stock held at the close of trading on August 16, 2011: (If none, write "zero" or "0"; if other than zero, provide supporting documentation.) NUMBER OF SHARES

If you require additional spaces to list your transactions, please photo copy the page and attach it to your Claim Form and check this box

1-1

-4—


IF YOU NEED ADDITIONAL SPACE, PHOTOCOPY THIS PAGE - SIGN AND PRINT YOUR NAME ON EACH ADDITIONAL PAGE.

CCME CALL OPTIONS

1. Number of CCME Call Contracts held at the beginning of trading on April 1, 2010: (If none, write "zero" or "0"; if other than zero, provide supporting documentation.)

Expiration Date MM! YYYY

---I—.----

Number of Contracts Sales Price Total Sales Price

Strike price Purchased Per Contract Per Contract

$.--

$ —

2. List all purchases and acquisitions of CCME Call Options made from April 1, 2010 through March 11, 2011, inclusive:

Number of Date of Purchase/Acquisition Contracts Insert an Insert an

(List Chronologically) Expiration Date Purchased! Purchase /Acquisition "E" if "X" if MM/DDIYYYY MNVYY Strike Price Acquired PricePer Contract Exercised Expired I

I [s 1 1$ -7— El F1 1 $—.-- -- _ 1 $ I F I El ——!---- _____ [ _

1 1 —1

3. List all salesand freedeliveries of Call Options made between April 1, 2010 through March 11, 2011, inclusive:

Date of Sales Number of Insert an Insert an (List Chronologically) Expiration Date Contracts Sale/Delivery "A" if "X" if

MMJDD/YYYY MM/YY Strike Price Sold Price Per Contract Assigned Expired

_____ El F] _____

--I--I---- --I-- I--•- --- 11$--•-_ I--I---- -- I-- Fs-- . -- 1 --- _I---•- El F-1

4. Number of CCMIE Call Contracts held atthecloseof trading on March 11,2011: (If none, write "zero" or "0" ; if other than zero, provide supporting documentation.)

Number of Expiration Date Contracts

MM! YYYY

Strike Price Purchased

--j----- I$-------I

7 U-. U.

-5—


PART II: SChEDULE OF TRANSACTIONS

EIa PUT Is)iu (•]F

1. Number of CCIvIE Put Contracts held at the beginninj of trading on April 1, 2010: (If none, write "zero" or "0"; if other than zero, provide supporting documentation.)

Number of Total Amount Expiration Date Contracts Amount Received Received

MMI YYYY Strike price Purchased Per Contract Per Contract

$— $___.__

$

2. List all sales and free deliveries of CCME Put Options made from April 1, 2010 through March 11, 2011, inclusive:

Date of Sale Number of Insert an Insert an (List Chronologically) Expiration Date Contracts Sales "A" if "X" if

MM!DD/YYYY MNIJYY Strike Price Sold Price Per Contract Assigned Expired

—1 F-1 F I --- Fs---.-- I F - - - -

--I-- - .-- 1 I F1 F $_._J_ 1$ 7

--- El_

3. List all purchasesand acquisitions of Put Options made between April 1, 2010 through March 11, 2011, inclusive:

Number of Date Purchases and Acquisitions Contracts Insert an Insert an

(List Chronologically) Expiration Date Purchased! Purchase/Acquired "E" if "X" if MMIDD/YYYY MM/YY Strike Price Acquired PricePer Contract Exercised Expired

1$ - IE] El ____

1$ I$- -- _____F-1 F-1

Fs--.-- - 1 El El

Number of CCME Put Contracts held at thecloseof trading on March 11,2011: (If none, write "zero" or "0" ; if other than zero, provide supporting documentation.)

Expiration Date MMI YYYY

--I-------

Strike Price

Number of Contracts Purchased

+


YOU MUST READ THE RELEASE AND YOUR SIGNATURE ON PAGE 9 WILL CONSTITUTE YOUR ACKNOWLEDGMENT OF THE RELEASE.

Jij t III jIJ 1YA I I (IA kiPlil 1 Fi P1 [II k (IkEIJ LILIIJJ d P7..'SJ r4h[sx'i U 3 )ICh I DKI

I (WE) SUBMIT THIS PROOF OF CLAIM UNDER THE TERMS OF THE SETTLEMENT AGREEMENT

DESCRIBED IN THE NOTICE. I (WE) ALSO SUBMIT TO THE JURISDICTION OF THE UNITED STATES DISTRICT

COURT FOR THE SOUTHERN DISTRICT OF NEW YORK WITH RESPECT TO MY (OUR) CLAIM AS A CLASS

MEMBER AND FOR PURPOSES OF ENFORCING THE RELEASE SET FORTH HEREIN. I (WE) FURTHER

ACKNOWLEDGE THAT I AM (WE ARE) BOUND BY AND SUBJECT TO THE TERMS OF ANY JUDGMENT THAT

MAY BE ENTERED IN THE ACTION. I (WE) AGREE TO FURNISH ADDITIONAL INFORMATION TO THE CLAIMS

ADMINISTRATOR TO SUPPORT THIS CLAIM IF REQUESTED TO DO SO. I (WE) HAVE NOT SUBMITTED ANY

OTHER CLAIM COVERING THE SAME PURCHASES OR SALES OF AMSC COMMON STOCK AND OPTIONS AND

KNOW OF NO OTHER PERSON HAVING DONE SO ON MY (OUR) BEHALF.

IPARTI IY : RE, L DI1 0

I (WE) FULLY, FINALLY, AND FOREVER RELEASE, RELINQUISH, AND DISCHARGE ANY AND ALL RELEASED CLAIMS AGAINST EACH AND EVERY ONE OF THE DTT RELEASED PARTIES, AND SHALL FOREVER BE BARRED AND ENJOINED, WITHOUT THE NECESSITY OF ANY OF THE DTT RELEASED PARTIES POSTING A BOND, FROM COMMENCING, INSTITUTING, PROSECUTING, OR MAINTAINING ANY OF THE RELEASED CLAIMS (INCLUDING UNKNOWN CLAIMS AS DEFINED BELOW). I (WE) HEREBY FURTHER AGREE NOT TO KNOWINGLY AND VOLUNTARILY ASSIST IN ANY WAY ANY THIRD-PARTY IN COMMENCING OR PROSECUTING ANY SUIT AGAINST THE DTT RELEASED PARTIES RELATING TO ANY RELEASED CLAIM, INCLUDING ANY DERIVATIVE SUIT NOT OTHERWISE RELEASED. EXCEPT AS OTHERWISE SET FORTH HEREIN, THIS STIPULATION SHALL NOT AFFECT WHATEVER RIGHTS THE RELEASING PLAINTIFF PARTIES OR ANY OF THEM MAY HAVE TO PARTICIPATE IN OR BENEFIT FROM, WHERE APPROPRIATE, ANY RELIEF OR OTHER RECOVERY AS PART OF A SETTLEMENT OR JUDGMENT IN ANY ACTION ON BEHALF OF CLASS MEMBERS.

2. THE "DTT RELEASED PARTIES" IS DEFINED EXPANSIVELY, INCLUDING, WITHOUT LIMITATION, DTT, DELOITTE & TOUCHE FINANCIAL ADVISORY SERVICES LIMITED, DELOITTE TOUCHE TOHMATSU LIMITED, DELOITTE LLP, ALL MEMBER FIRMS OF DELOITTE TOUCHE TOHMATSU LIMITED, AND ALL OF THEIR RESPECTIVE PAST, PRESENT, AND FUTURE PARENT COMPANIES, PARTNERSHIPS, SUBSIDIARIES, AFFILIATES, DIVISIONS, EMPLOYEES, SERVANTS, MEMBERS, PARTNERS, PRINCIPALS, DIRECTORS, SHAREHOLDERS, AND OWNERS, AND ALL OF THEIR RESPECTIVE ATTORNEYS, HEIRS, EXECUTORS, ADMINISTRATORS, INSURERS, COINSURERS, REINSURERS, JOINT VENTURES, PERSONAL REPRESENTATIVES, PREDECESSORS, SUCCESSORS, TRANSFEREES, TRUSTEES, AND ASSIGNS.

3. "RELEASED CLAIM(S)" MEANS ANY AND ALL CLAIMS AND CAUSES OF ACTION OF EVERY NATURE AND DESCRIPTION (INCLUDING UNKNOWN CLAIMS AS DEFINED HEREIN), WHETHER ARISING UNDER FEDERAL, STATE, STATUTORY, REGULATORY, COMMON, FOREIGN OR OTHER LAW, THAT ARISE IN ANY WAY FROM OR RELATE TO THE ACTION OR CCME AGAINST ALL DTT RELEASED PARTIES.

4. "UNKNOWN CLAIM(S)" MEANS ANY AND ALL RELEASED CLAIMS OR RELEASED DTT CLAIMS THAT ANY CLASS REPRESENTATIVE, CLASS MEMBER, OR DTT DOES NOT KNOW OR SUSPECT TO EXIST IN ITS FAVOR AT THE TIME OF THE RELEASE OF THE RELEASED PARTIES. THE PARTIES STIPULATE AND AGREE THAT UPON THE EFFECTIVE DATE, CLASS REPRESENTATIVES SHALL EXPRESSLY, AND ANY CLASS MEMBER SHALL BE DEEMED TO HAVE, AND BY OPERATION OF THE FINAL JUDGMENT SHALL HAVE, EXPRESSLY WAIVED ANY AND ALL PROVISIONS, RIGHTS, AND BENEFITS CONFERRED BY ANY LAW OF ANY STATE OR TERRITORY OF THE UNITED STATES, OR PRINCIPLE OF COMMON LAW, WHICH IS SIMILAR, COMPARABLE, OR EQUIVALENT TO CAL CIV. CODE § 1542, WHICH PROVIDES:

5. A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.

-7-


6. CLASS REPRESENTATIVES AND DTT ACKNOWLEDGE, AND CLASS MEMBERS BY OPERATION OF LAW SHALL BE DEEMED TO HAVE ACKNOWLEDGED, THAT THE INCLUSION OF "UNKNOWN CLAIMS" IN THE DEFINITIONS OF RELEASED CLAIMS AND RELEASED DTT CLAIMS WAS SEPARATELY BARGAINED FOR AND WAS A KEY ELEMENT OF THE SETTLEMENT.

7. THIS RELEASE SHALL BE OF NO FORCE OR EFFECT UNLESS AND UNTIL THE COURT APPROVES THE SETTLEMENT AGREEMENT AND THE SETTLEMENT AGREEMENT BECOMES EFFECTIVE ON THE EFFECTIVE DATE (AS DEFINED IN THE SETTLEMENT AGREEMENT).

8. I (WE) HEREBY WARRANT AND REPRESENT THAT I (WE) HAVE NOT ASSIGNED OR TRANSFERRED OR PURPORTED TO ASSIGN OR TRANSFER, VOLUNTARILY OR INVOLUNTARILY, ANY MATTER RELEASED PURSUANT TO THIS RELEASE OR ANY OTHER PART OR PORTION THEREOF.

9. I (WE) HEREBY WARRANT AND REPRESENT THAT I (WE) HAVE INCLUDED INFORMATION ABOUT ALL OF MY (OUR) PURCHASES AND SALES IN CCME COMMON STOCK AND OPTIONS WHICH OCCURRED BETWEEN APRIL 1, 2010 AND MARCH 11, 2011, INCLUSIVE, AS WELL AS THE NUMBER OF SHARES OF CCME COMMON STOCK AND OPEN OPTION POSITIONS HELD BY ME (US) AT THE BEGINNING OF TRADING ON APRIL 1, 2010 AND AT THE CLOSE OF TRADING ON MARCH 11, 2011.

10. I (WE) HEREBY WARRANT AND REPRESENT THAT I AM (WE ARE) NOT EXCLUDED FROM THE CLASS AS DEFINED HEREIN AND IN THE NOTICE.

11. I (WE) CERTIFY THAT I AM (WE ARE) NOT SUBJECT TO BACKUP WITHHOLDING UNDER THE PROVISIONS OF SECTION 3406(A)(1)(C) OF THE INTERNAL REVENUE CODE.

NOTE: IF YOU HAVE BEEN NOTIFIED BY THE INTERNAL REVENUE SERVICE THAT YOU ARE SUBJECT TO BACKUP WITHHOLDING, PLEASE STRIKE OUT THE LANGUAGE THAT YOU ARE NOT SUBJECT TO BACKUP WITHHOLDING IN THE CERTIFICATION ABOVE.


+ I (WE) DECLARE UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE UNITED STATES OF AMERICA THAT THE FOREGOING INFORMATION SUPPLIED BY THE UNDERSIGNED IS TRUE AND CORRECT.

Executed this day of , in (Month/Year)

(City) (State/Country)

Signature of Claimant Signature of Joint Claimant, if any

Print Name of Claimant Print Name of Joint Claimant, if any

I i Date (mm/dd/yyyy)

Date (mmlddlyyyy)

If claimant is oilier than an individual, or is not the person completing this form, the following also must be provided:

Signature of Person Completing Form Date

Print Name of Person Completing Form Capacity of Person(s) Signing, (e.g., Beneficial Purchaser, Executor or Administrator)

REMINDER CHECKLIST

1. Please be sure to sign Part IV of this Proof of Claim and Release form.

2. Remember to attach supporting documentation.

I 3. DO NOT SEND ORIGINALS OF ANY SUPPORTING DOCUMENTS.

4. Keep a copy of your claim form for your records.

5. If you move, please send your new address to the Claims Administrator at the address below:

CCME Securities Litigation do KCC Class Action Services


7. Do not use highlighter on the Proof of Claim and Release form or supporting documentation.

U -9- + rAYprrn994


Exhibit B





ALL ACTIONS


CLASS ACTION

[PROPOSED] FINAL JUDGMENT AND ORDER

This matter came for hearing on __________ (the “Settlement Hearing”), on the

application of Lead Plaintiffs Irrevocable FBO Lansing Davis and the Davis Partnership LP and

additional named plaintiffs John Haughton, Ethan Lamar Pierce, and John Shaffer (collectively,

the “Class Representatives,”) through their legal counsel, to: i) determine whether the terms and

conditions of the Stipulation and Agreement of Settlement (the “Stipulation”) are fair,

reasonable, adequate and in the best interest of the Class Members for the settlement (the

“Settlement”) of all claims in the above-captioned Action, and should be approved; ii) determine

whether judgment should be entered dismissing the Action on the merits and with prejudice in

favor of the Defendants and as against all persons or entities who are members of the Class

herein who have not requested exclusion therefrom; iii) releasing the Released Claims; and iv)

approving the Plan of Allocation.

It appearing that a notice of the Settlement Hearing substantially in the form approved by

the Court in the Court’s Order of Preliminary Approval of Settlement (“Preliminary Approval

Order”) was mailed to all persons and entities reasonably identifiable who purchased CCME

common stock or call options, or sold CCME put options that are the subject of the Action

- 1 - 010244-11 757155 V1


during the Class Period, except those persons and entities excluded from the definition of the

Class; and

It appearing that the Summary Notice of Pendency and Settlement of Class Action

substantially in the form approved by the Court in the Preliminary Approval Order was published

in accordance with the Preliminary Approval Order; and

The Court having considered all papers filed and proceedings held herein and otherwise

being fully informed in the premises and good cause appearing therefore,

NOW, THEREFORE, IT IS HEREBY ORDERED AND DECREED that:

This Final Judgment and Order (the "Final Judgment") incorporates by reference

the definitions in the Stipulation, and all capitalized terms used herein shall have the same

meanings as set forth in the Stipulation.

2. This Court has jurisdiction to enter this Final Judgment and Order. The Court has

jurisdiction over the subject matter of the Action and over all parties to the Action, including all

Class Members.

3. The distribution of the Notice and the publication of the Summary Notice as

provided for in the Preliminary Approval Order constituted the best notice practicable under the

circumstances, including individual notice to all Class Members who could be identified with

reasonable effort. Said notice provided the best notice practicable under the circumstances of

those proceedings and of the matters set forth therein, including the proposed Settlement, to all

persons and entities entitled to such notice, and said notice fully satisfied the requirements of due

process, Rule 23 of the Federal Rules of Civil Procedure, and Section 21 D(a)(7) of the

Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of

1995 (15 U.S.C. §78u-4(a)(7)). A full and fair opportunity was accorded to all Class Members to

- 2 - 010244-11 757155 V1


be heard with respect to the Settlement. Thus, it is hereby determined that all Class Members,

other than those persons and entities listed in Exhibit 1 hereto, are bound by this Final Judgment

and Order.

4. Pursuant to Rule 23 of the Federal Rules of Civil Procedure, this Court hereby

approves the Settlement set forth in the Stipulation and finds that said Settlement is, in all

respects, fair, reasonable and adequate to, and is in the best interests of the Class and each of the

Class Members. This Court further finds the Settlement set forth in the Stipulation is

procedurally fair in that it is the result of good faith, arm's-length negotiations between

experienced counsel representing the interests of the Class Representatives, Class Members and

the Settling Defendants. The Court also finds that the Settlement is substantively fair based

upon: i) complexity, expense and likely duration of the litigation; ii) the reaction of the class to

the settlement; iii) the stage of the proceedings and the amount of discovery completed; iv) the

risks of establishing liability; v) the risks of establishing damages; vi) the risks of maintaining

the class action through the trial; vii) the ability of the defendants to withstand a greater

judgment; vii) the range of reasonableness of the settlement fund in light of the best possible

recovery; and iv) the range of reasonableness of the settlement fund to a possible recovery in

light of all the attendant risks of litigation. Accordingly, the Settlement embodied in the

Stipulation is hereby approved in all respects and shall be consummated in accordance with its

terms and provisions.

The Settling Parties are hereby directed to perform the terms of the Stipulation.

6. Except as to the individual claims of those persons and entities who have validly

and timely requested exclusion from the Class (identified in Exhibit 1 attached hereto), the

Action and all claims contain therein are hereby dismissed on the merits with prejudice as to the

- 3 - 010244-11 757155 V1


Class Representatives and the Class Members. The parties are to bear their own costs, except as

otherwise provided in the Stipulation.

7. Upon the Effective Date of the Settlement, i) the Releasing Plaintiff Parties

release and forever discharge any and all Released Claims; and ii) Deloitte Touche Tohmatsu

(Hong Kong Partnership) (“DTT”) releases and forever discharges any and all Released DTT

Claims (including Unknown Claims as defined in the Stipulation of Settlement).

8. Lead Plaintiffs, the Class Representatives and the Class Members are hereby

permanently enjoined from prosecuting the Released Claims against any DTT Released Parties.

9. In accordance with Section 21D-4(f)(7)(A) of the Private Securities Litigation

Reform Act of 1995, 15 U.S.C. 78U-4(f)(7)(A), the DTT Released Parties are discharged or

released from all claims for contractual contribution or other contribution or indemnification that

have been or may be brought by or on behalf of any persons relating to the Released Claims. As

of the Effective Date, any and all persons are forever barred and enjoined from commencing,

instituting, prosecuting, or continuing to prosecute any action or proceeding asserting such claim

for contribution or indemnification.

10. The Court finds that during the course of the Action, the Settling Parties and their

respective counsel at all times complied with the requirements of Federal Rule of Civil

Procedure 11.

11. The fact and terms of the Stipulation, including Exhibits thereto, this Final

Judgment and Order, all negotiations, discussions, drafts and proceedings in connection with the

Settlement, and any act performed or document signed in connection with the Settlement:

a. shall not be offered or received against the Released Parties as evidence of, or

construed as, or deemed to be evidence of, any presumption, concession or admission by any of

- 4 - 010244-11 757155 V1


the Released Parties with respect to the truth of any fact alleged by any of the Released Plaintiff

Parties, or the validity, or lack thereof, of any claim, or the deficiency of any defense that was or

could have been asserted in the Action or in any litigation, in this or any other court,

administrative agency, arbitration forum or other tribunal, or of any liability, negligence, fault or

wrongdoing of any of the Released Parties;

b. shall not be offered or received against the Released Parties as evidence of a

presumption, concession or admission of any fault, misrepresentation or omission with respect to

any statement or written document approved or made by any Released Party, or against any of

the Released Plaintiff Parties as evidence of any infirmity in the claims or defenses that have

been or could have been asserted in the Action;

c. shall not be offered or received against the Released Parties as evidence of a

presumption, concession or admission with respect to any liability, negligence, fault or

wrongdoing, or in any way referred to for any other reason as against any of the Released Parties

in any arbitration proceeding or other civil, criminal or administrative action or proceeding, other

than such proceedings as may be necessary to effectuate the provisions of this Stipulation;

provided, however, that the Released Parties may refer to it to effectuate the liability protection

granted them hereunder;

d. shall not be construed against the Released Plaintiff Parties as an admission,

concession or presumption that the consideration to be given hereunder represents the amount

which could be or would have been recovered after trial; and

e. shall not be construed as or received in evidence as an admission, concession or

presumption against the Released Plaintiff Parties that any of their claims are without merit or

that damages recoverable under the Complaint would not have exceeded the Settlement Fund.

- 5 - 010244-11 757155 V1


12. The Released Parties may file the Stipulation and/or this Final Judgment and

Order in any other action that may be brought against them in order to support a defense or

counterclaim based on principles of res judicata, collateral estoppel, release, good faith

settlement, judgment bar or reduction, or any other theory of claim preclusion or issue preclusion

or similar defense or counterclaim.

13. The finality of this Final Judgment and Order shall not be affected by rulings that

the Court may make with respect to Class Counsel’s application for an award of attorneys’ fees

and reimbursement of expenses.

14. Other than the payment of Notice and administration costs, as described in

paragraph 27 of the Stipulation, DTT had no role in providing notice to the Class or

responsibility for administering the Settlement; no role in or responsibility for reviewing or

challenging the claims submitted; and no liability whatsoever to any person or entity including,

but not limited to, Class Representatives, other Class Members, any other plaintiffs, any Class

Member’s counsel, or Class Counsel in connection with the administration of the Settlement.

Without limiting the foregoing, DTT shall not be liable to any person with regard to any

disclosure to or by the Claims Administrator of personal or potentially private account

information, including without limitation the names, addresses, and account transaction data for

individual Class Members, the accuracy of such information, or the identity of the Class

Members.

15. Without further Order of the Court, the parties may agree to reasonable extensions

of time to carry out any of the provisions of the Stipulation.

16. The Court finds that the Plan of Allocation is rationally based on legitimate

considerations and treats Class Members (including the Class Representatives) fairly and

- 6 - 010244-11 757155 V1


equally. The Court hereby finds that the proposed Plan of Allocation is a fair and reasonable

method to allocate the Net Settlement Fund among Class Members and directs that Class

Counsel and the Claims Administrator implement the Plan of Allocation.

17. All funds held in the Escrow Accounts shall be deemed and considered to be in

custodia legis of the District Court, and shall remain subject to the exclusive jurisdiction of the

District Court, until such time as such funds shall be distributed

18. The Court expressly determines that there is no just reason for delay in entering

this Final Judgment and directs the Clerk of the Court to enter this Final Judgment pursuant to

Fed. R. Civ. P. 54(b).

19. In the event that the Settlement does not become effective in accordance with the

terms of the Stipulation or in the event that the Settlement Fund, or any portion thereof, is

returned to Defendants or any of them who paid such Settlement Amount on behalf of

Defendants, then this Order and Final Judgment shall be rendered null and void to the extent

provided by and in accordance with the Stipulation, and shall be vacated to the extent provided

by the Stipulation and, in such event: (a) all orders entered and releases delivered in connection

herewith shall be null and void to the extent provided by and in accordance with the Stipulation;

and (b) the fact of the Settlement shall not be admissible in any trial of the Action.

20. Without affecting the finality of this Order and Final Judgment in any way, this

Court hereby retains continuing jurisdiction over: (a) implementation and enforcement of the

Settlement; (b) the allowance, disallowance or adjustment of any Class Member’s claim on

equitable grounds and any award or distribution of the Settlement Fund; (c) disposition of the

Settlement Fund; (d) enforcing and administering this Order and Final Judgment, (e) enforcing

- 7 - 010244-11 757155 V1


and administering the Stipulation, including any releases and bar orders executed in connection

therewith; and (f) other matters related or ancillary to the foregoing.

IT IS SO ORDERED.

Dated: 20__

The Honorable Victor Marrero United States District Judge

- 8 - 010244-11 757155 V1

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