UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________

FORM 6-K

______________

REPORT OF FOREIGN PRIVATE ISSUER

Pursuant to Rule 13a-16 or 15d-16 of

The Securities Exchange Act of 1934

For the Month of November 2012

Commission File Number 001-34132

CHINA MASS MEDIA CORP.

6th Floor, Tower B, Corporate Square, 35 Finance Street

Xicheng District, Beijing 100033

People’s Republic of China

(86-10) 8809-1099

(Address of Principal Executive Offices)

(Indicate by check mark whether the registrant files or will file annual

reports under cover of Form 20-F or Form 40-F.)

Form 20-F x Form 40-F o

(Indicate by check mark if the registrant is submitting the Form 6-K

in paper as permitted by Regulation S-T Rule 101(b)(1).)

Yes o No x

(Indicate by check mark if the registrant is submitting the Form 6-K

in paper as permitted by Regulation S-T Rule 101(b)(7).)

Yes o No x

(Indicate by check mark whether the registrant by furnishing the

information contained in this Form is also thereby furnishing the

information to the Commission pursuant to Rule 12g3-2(b) under the

Securities Exchange Act of 1934.)

Yes o No x

(If "Yes" is marked, indicate below the file number assigned to the

registrant in connection with Rule 12g3-2(b): 82- )

China Mass Media Corp. Announces ~~Completion~~Shareholders' Approval of the Merger Agreement

BEIJING, Nov. 2, 2012 /PRNewswire/ -- China Mass Media Corp., incorporated in the Cayman Islands ("CMM" or the "Company") (~~PINK:~~ CMMCY), a television advertising company in China, announced today that, at an extraordinary general meeting held on October 31, 2012, the ~~completion~~ Company's shareholders voted in favor of the ~~merger~~proposal to ~~contemplated~~approve by the previously announced ~~Agreement~~agreement and ~~Plan~~plan of ~~Merger~~merger dated August 6, 2012, ~~(the "Merger Agreement")~~ among the Company, China Mass Media Holdings Limited ("Parent"), a Cayman Islands company beneficially owned by Mr. Shengcheng Wang, CMM Holdings Limited ( "Merger Sub"), a company wholly owned by Parent, and Mr. Shengcheng Wang, pursuant to which Merger Sub will be merged with and into CMM with CMM surviving the merger as a wholly owned subsidiary of Parent. AsOf athe ~~result~~ordinary shares voted in person or by proxy at the extraordinary general meeting, approximately 99.8% were voted in favor of the proposal to approve the merger, agreement and ~~CMM~~plan ~~became~~of amerger ~~wholly~~and ~~owned~~the ~~subsidiary~~transactions ofcontemplated ~~Parent~~thereby.

~~Under~~The ~~the~~parties ~~terms~~expect ofto ~~the~~complete ~~Merger Agreement, which was approved by~~ the ~~Company's shareholders~~ atmerger anas ~~extraordinary~~soon ~~general~~as ~~meeting held on October 31~~practicable, ~~2012,~~as ~~each~~a ~~ordinary~~result ~~share~~ of ~~the~~which ~~Company~~completion ~~("Share")~~CMM ~~issued~~will ~~and~~become ~~outstanding immediately~~a ~~prior~~privately toheld ~~the~~company ~~effective~~wholly ~~time~~owned ofby ~~the merger, other than the Shares~~ Parent and CMM's American ~~depositary~~depository shares ~~("ADSs") beneficially~~will ~~owned~~no bylonger ~~the~~be ~~Buyer~~traded ~~Filing~~on ~~Persons~~the ~~(as defined in~~ over-the-counter ~~Company's~~market ~~proxy~~commonly ~~statement),~~referred ~~has~~to ~~been~~as ~~cancelled in exchange for~~"pink ~~the~~sheets", ~~right to receive $0.0167~~ and ~~each~~the ~~ADS,~~American ~~each~~Depositary ~~representing 300~~ Shares, ~~represents~~program for the ~~right~~ADSs towill ~~receive~~be $5terminated.~~00, in each case, in cash.~~

Registered holders of Shares and ADSs represented by share or ADS certificates will receive a letter of transmittal and instructions on how to surrender their certificates in exchange for the merger consideration and should wait to receive the letter of transmittal before surrendering their certificates. Payment will be made to surrendering registered ADS holders and holders of ADSs in un-certificated form as soon as practicable after Citibank, N.A., the Company's Depositary, receives the merger consideration. For any questions relating to the surrender and payment procedures, holders of Shares may contact Julie Zhili Sun, the Chief Financial Officer of the Company at 86-10-8809 1099 and holders of ADSs may contact the Depositary at Citibank, N.A. -- ADR Department, at 1-877-CITI-ADR (877-248-4237).

The Company intends to terminate its reporting obligations under the Securities Exchange Act of 1934, as amended, by promptly filing Form 15 with the SEC. The Company's obligations to file or furnish with the SEC certain reports and forms, including Form 20-F and Form 6-K, will be suspended immediately as of the filing date of the Form 15 and will cease once the deregistration becomes effective.

About China Mass Media Corp.

As a television advertising company in China, the Company provides a full range of advertising services, including advertising agency services, creative production services, public service announcement sponsorship services, and other value added services.

Contact

China Mass Media Corp.

Julie Sun
CFO
6/F, Tower B, Corporate Square,
35 Finance Street Xicheng District
Beijing, 100033
P. R. China
Phone: +86-10-8809-1099
Email: juliesun@chinammia.com

Christensen

Tip Fleming
Phone: +852-2117-0861
Email: tfleming@christensenir.com

SIGNATURE

	CHINA MASS MEDIA CORP.
	(Registrant)
Date: November 5, 2012	By:	/s/ Shengcheng Wang
Date: November 2, 2012	By:	/s/ Shengcheng Wang
		Name: Shengcheng Wang
		Title: Chairman and Chief Executive Officer

Filing Compare · China Mass Media Corp.