THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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1 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountants or other professional adviser. If you have sold or transferred all your shares in Xinhua Winshare Publishing and Media Co., Ltd.* (the Company ), you should at once hand this circular with the accompanying proxy forms to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee. Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular. XINHUA WINSHARE PUBLISHING AND MEDIA CO., LTD. (a joint stock limited company incorporated in the People s Republic of China with limited liability) (Stock Code: 811) REFRESHMENT OF THE MANDATE OF THE A SHARE ISSUE; AND PROPOSED ELECTION OF INDEPENDENT SUPERVISOR A letter from the Board is set out on pages 4 to 16 of this circular. The notices for convening the extraordinary general meeting (the EGM ), Domestic Share class meeting and H Share class meeting (the Class Meetings ) of the Company to be held at 10:30 a.m., 11:00 a.m. and 11:15 a.m. respectively on 18 February 2016 (Thursday) at Sichuan Xinhua International Hotel, No. 8 Guzhongshi Street, Chengdu, Sichuan, the People s Republic of China (the PRC ) and forms of proxy have been despatched to Shareholders on 5 January A supplemental notice convening the EGM and a revised form of proxy for the EGM have been despatched to Shareholders on 18 January The supplemental notice of EGM shall be read together with the notice of EGM dated 5 January Whether or not you are able to attend the meetings in person, you are requested to complete and return the applicable proxy form in accordance with the instructions printed thereon. In case of H Shares, the proxy form shall be lodged with the Company s H Share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen s Road East, Wanchai, Hong Kong, and in case of Domestic Shares, the proxy form shall be lodged at the head office of the Company in the PRC, not less than 24 hours before the time for holding the EGM and the Class Meetings (or any adjournment thereof). Completion and delivery of the proxy form will not preclude you from attending and voting in person at the EGM or the Class Meetings or any adjournment thereof if you so desire. * For identification purposes only 29 January 2016

2 CONTENTS Pages Definitions... 1 Letter from the Board... 4 Introduction... 4 Refreshment of the Mandate of the A Share Issue... 5 Proposed Election of Independent Supervisor EGM and Class Meetings Voting by Poll Recommendations Responsibility Statement General i

3 DEFINITIONS In this circular, the following expressions shall have the meanings stated below unless the context otherwise requires: A Share(s) domestic ordinary share(s) of the Company of RMB1.00 each in the share capital of the Company proposed to be issued, which are proposed to be listed on the Shanghai Stock Exchange A Share Issue the proposed issue of not more than 98,710,000 A Shares to qualified participants in the price consultation process and the individuals, legal entities and other investors within the PRC which have established A share accounts with China Securities Depository and Clearing Corporation Limited Shanghai Branch (except those prohibited by the PRC laws and regulations and other regulatory requirements to which the Company is subject); and other target persons as approved by the CSRC Articles of Association the articles of association of the Company (as amended from time to time) Board the board of Directors of the Company Class Meetings the Domestic Share Class Meeting and the H Share Class Meeting Company Xinhua Winshare Publishing and Media Co., Ltd.* ( ), a joint stock limited company incorporated in the PRC with limited liability, the H Shares of which are listed on the Main Board of the Stock Exchange CSRC China Securities Regulatory Commission ( ) Director(s) the director(s) of the Company Domestic Share(s) ordinary share(s) of the Company with a nominal value of RMB1.00 each, which are subscribed for and credited as fully paid up in RMB by PRC nationals and/or PRC incorporated entities 1

4 DEFINITIONS Domestic Share Class Meeting EGM First EGM Group the Domestic Share class meeting of the Company to be held at 11:00 a.m. on 18 February 2016 (Thursday) (or immediately after the EGM) at Sichuan Xinhua International Hotel, No. 8 Guzhongshi Street, Chengdu, Sichuan, the PRC the extraordinary general meeting of the Company to be held at 10:30 a.m. on 18 February 2016 (Thursday) (or immediately after the First EGM) at Sichuan Xinhua International Hotel, No. 8 Guzhongshi Street, Chengdu, Sichuan, the PRC for the Shareholders to consider and approve the refreshment of mandate of the A Share Issue and the election of Independent Supervisor the extraordinary general meeting of the Company to be held at 10:00 a.m. on 18 February 2016 (Thursday) at Sichuan Xinhua International Hotel, No. 8 Guzhongshi Street, Chengdu, Sichuan, the PRC for the Shareholders to consider and approve the renewal of continuing connected transaction of the Company and the appointment of independent non-executive Director the Company and its subsidiaries H Share(s) overseas listed foreign share(s) with a nominal value of RMB1.00 each in the ordinary share capital of the Company, all of which are listed on the Main Board of the Stock Exchange H Share Class Meeting the H Share class meeting of the Company to be held at 11:15 a.m. on 18 February 2016 (Thursday) (or immediately after the Domestic Share Class Meeting) at Sichuan Xinhua International Hotel, No. 8 Guzhongshi Street, Chengdu, Sichuan, the PRC HK$ Hong Kong Independent Supervisor(s) independent third parties Hong Kong dollars, the lawful currency of Hong Kong the Hong Kong Special Administrative Region of the PRC independent Supervisor(s) has the same meaning ascribed to this term under the Listing Rules 2

5 DEFINITIONS Latest Practicable Date Listing Rules Notice of EGM PRC RMB SFO Share(s) Shareholder(s) Stock Exchange Supervisor(s) Supervisory Committee Supplemental Notice of EGM 26 January 2016, being the latest practicable date prior to the printing of this circular for ascertaining information contained herein the Rules Governing the Listing of Securities on the Stock Exchange the notice convening the EGM issued by the Company on 5 January 2016 the People s Republic of China (for the purpose of this circular, excluding Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan) Renminbi, the lawful currency of the PRC Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) ordinary share(s) of the Company with a nominal value of RMB1.00 each, comprising both Domestic Shares and H Shares as at the date hereof holder(s) of the Share(s) of the Company The Stock Exchange of Hong Kong Limited the supervisor(s) of the Company the committee of Supervisors of the Company the supplemental notice convening the EGM issued by the Company on 18 January 2016 % per cent * For identification purposes only 3

6 XINHUA WINSHARE PUBLISHING AND MEDIA CO., LTD. (a joint stock limited company incorporated in the People s Republic of China with limited liability) (Stock Code: 811) Executive Directors: Mr. He Zhiyong (Chairman) Mr. Luo Yong Mr. Yang Miao Non-executive Directors: Mr. Luo Jun Mr. Zhang Peng Mr. Zhao Junhuai Independent non-executive Directors: Mr. Han Liyan Mr. Mak Wai Ho Ms. Xiao Liping Registered office in the PRC: 12th Floor, No. 86 Section One People s South Road Qingyang District Chengdu, Sichuan PRC Head office in the PRC: No. 6 Wenxuan Road Cheng Bei Shang Mao Avenue Jinniu District Chengdu, Sichuan PRC Principal place of business in Hong Kong: 18th Floor Tesbury Centre 28 Queen s Road East Wanchai Hong Kong 29 January 2016 To the Shareholders Dear Sir or Madam, REFRESHMENT OF THE MANDATE TO ISSUE A SHARES; AND PROPOSED ELECTION OF INDEPENDENT SUPERVISOR INTRODUCTION Reference is made to (i) the announcements of the Company dated 16 January 2013, 23 September 2013, 7 March 2014, 5 May 2014 and 13 January 2015, (ii) the circulars of the Company dated 5 February 2013, 21 January 2014 and 19 January 2015 and (iii) the Notice of the EGM and notices of the Class Meetings dated 5 January 2016 which are in relation to, among other things, the proposed A Share Issue and the refreshment of the mandate of the A Share Issue. Reference is also made to the announcement of the Company and the Supplemental Notice of EGM both dated 18 January 2016 in relation to, among other things, the proposed election of Independent Supervisor to the Supervisory Committee of the Company. 4

7 The purpose of this circular is to provide you with (i) details of the refreshment of the mandate of the A Share Issue and (ii) information regarding the proposed election of Mr. Li Xu as an Independent Supervisor to the Supervisory Committee of the Company. REFRESHMENT OF THE MANDATE OF THE A SHARE ISSUE On 16 January 2013, the Board resolved to apply to the CSRC and other relevant regulatory authorities for the issue of not more than 98,710,000 A Shares with a nominal value of RMB1.00 per A Share to the target investors on the Shanghai Stock Exchange. On 8 March 2013, an extraordinary general meeting, Domestic Share and H Share class meetings of the Company were convened respectively, where the Shareholders resolved, among other things, to approve the proposed A Share Issue and grant authorisation to the Board to deal with the A Share Issue and related matters for a period of 12 months from 8 March On 10 September 2013, the Company filed its application for the proposed A Share Issue to the CSRC (the A Share Issue Application ), and an acceptance letter to the A Share Issue Application was duly issued by the CSRC on 22 September As the Company was not able to complete the A Share Issue on or before the expiry date of the authorisation granted on 8 March 2013 (i.e. 7 March 2014), the Board resolved to seek the approval of the Shareholders regarding the refreshment of the mandate of the A Share Issue. On 7 March 2014, the Company held the extraordinary general meeting, Domestic Share and H Share class meetings respectively, where the Shareholders resolved, among other things, to approve the refreshment of the mandate of the A Share Issue and to grant authorisation to the Board to deal with the A Share Issue and related matters for a further period of 12 months from 7 March On 5 May 2014, the Company submitted a prospectus (application version) to the CSRC in connection with its application for the A Share Issue. As the Company was not able to complete the A Share Issue on or before the expiry date of the authorisation granted on 7 March 2014 (i.e. 6 March 2015), the Board resolved to seek the approval of the Shareholders regarding the refreshment of the mandate of the A Share Issue. On 6 March 2015, the Company held the extraordinary general meeting, Domestic Share and H Share class meetings respectively, where the Shareholders resolved, among other things, to approve the refreshment of the mandate of the A Share Issue and to grant authorisation to the Board to deal with the A Share Issue and related matters for a further period of 12 months from 6 March On 6 January 2016, the A Share Issue Application was passed by the public offering review meeting ( ) of the CSRC. At this point, the Company has completed the major approval procedures of the CSRC in respect of the A Share Issue Application. From then onwards, the Company shall carry on matters relating to the A Share Issue according to the requirements of the CSRC from time to time. The Company will also make disclosure regularly in respect of the status of the progress of the A Share Issue. 5

8 As at the Latest Practicable Date, the formal listing approval for the A Share Issue still has not been granted. As it is expected that the Company may not able to complete the A Share Issue on or before the expiry date of the abovementioned authorisation granted on 6 March 2015 (i.e. 5 March 2016), the Board has resolved to seek the approval of the Shareholders to refresh the mandate of the A Share Issue and grant authorisation to the Board to deal with the A Share Issue and related matters for a further period of 12 months from the date that Shareholders approval is obtained. The proposal in relation to the A Share Issue, the use of proceeds and the effects of the A Share Issue on the Company s shareholding structure have no substantial changes as those set out in the circular of the Company dated 21 January 2014, the same of which is set out below for Shareholders reference. A Share Issue Proposal (Last adjusted with the approval of the Shareholders granted at the extraordinary general meeting, Domestic Share and H Share class meetings of the Company dated 7 March 2014) (i) Class of shares: A Shares (ii) Nominal value: RMB1.00 each (iii) Number of A Shares proposed to be issued: Not more than 98,710,000 A Shares. Based on the results of price consultation, if the estimated amount (net of relevant issuing expenses) to be raised from the new shares issue is expected to exceed the total investment amount required for the Investment Projects (details of which are set out in the paragraph headed Use of proceeds below), the number of new shares to be issued will be reduced by the Company. The final issue size will be determined by the Board of the Company after consultation with the lead underwriter and in accordance with the authorisation of the general meeting, the approval of the CSRC, the difference between the amount of fund to be raised (net of relevant issuing expenses) and the total amount of investment required for the investment projects, as well as the market conditions, etc. 6

9 (iv) Target persons for the issue: Qualified participants in the price consultation process (such qualified participants and their respective beneficial owners will be independent third parties of the Company and its connected persons); the individuals, legal persons and other investors within the PRC which have established A Share accounts with China Securities Depository and Clearing Corporation Limited Shanghai Branch (except those prohibited by the PRC laws and administrative regulations and other regulatory requirements to which the Company is subject); and other target persons as approved by the CSRC. (v) Price determination method: The issue price will be determined based on the results of price consultations with qualified participants in the price consultation process and the market conditions; or other price determination method as approved by the CSRC. (vi) Issuing method: By a combination of conducting offline placing inquiry to the participants in the price consultation process and share issue by way of online subscription pricing method, or other ways of issue as approved by the CSRC. (vii) Proposed stock exchange for listing: Shanghai Stock Exchange (viii) Arrangement for listing of A Shares: Upon completion of the A Share Issue, all A Shares (including the existing domestic Shares and A Shares to be issued under the A Share Issue) will be applied for listing on the Shanghai Stock Exchange, and such A Shares will comply with the lock-up period requirements under the relevant laws and regulations. (ix) Proposed date of listing of A Shares: Subject to the approvals from the CSRC and Shanghai Stock Exchange, the date of listing shall be determined by the Board after consultation with the lead underwriter and other regulatory authorities. 7

10 (x) Plan of distribution of accumulated undistributed profits before the A Share Issue: The accumulated undistributed profits of the Company prior to the completion of the A Share Issue shall be entitled to all new and existing Shareholders in proportion to their respective shareholdings after the A Share Issue, new Shareholders of the A Shares (not including the existing holders of the Domestic Shares) shall not be entitled to the dividends distributed before the completion of the A Share Issue. (xi) Rights attaching to the A Shares: The A Shares, unless otherwise provided by applicable laws, regulations, the Listing Rules and other regulatory documents, shall carry the same rights as the Company s existing Domestic Shares and H Shares. (xii) Transfer of state-owned Shares: According to the Partial Transfer of State-owned Shares to the National Social Security Fund in the Domestic Securities Market Implementation Measures (Cai Qi [2009] No. 94) ( ( [2009]94 )), the state-owned Shareholders of the Company must fulfill the obligations of transferring state-owned Shares. According to the Approval on the Issues in relation to the Transfer of the State-owned Shares of Xinhua Winshare Publishing and Media Co., Ltd. for the Social Security Fund (Chuan Guo Zi Chan Quan [2013] No. 45) ( ( [2013]45 )) issued by the State-owned Assets Supervision and Administration Commission of Sichuan Province, Sichuan Xinhua Publishing Group Co., Ltd., the Company s state-owned Shareholder, will fulfill the obligations of the transfer of stateowned Shares through payment of funds (the payment amount shall equal to number of Shares to be transferred multiplied by the issue price). Other stateowned Shareholders (Sichuan Publication Group Co., Ltd., Sichuan Daily Newspaper Group and Liaoning Publication Group Co., Ltd,) shall transfer part of their holdings of state-owned Shares to the extent of 10% (net of the obligation of transfer to be fulfilled by cash by Sichuan Xinhua Publishing Group Co., Ltd.) of the actual amount of shares issued under the A Share Issue of the Company to the National Council for Social Security Fund (NCSSF) ( ). 8

11 Use of proceeds After deducting the expenses incurred in the A Share Issue, the Company intends to apply the proceeds in the following projects (the Investment Projects ) with a total estimated investment amount of approximately RMB1,418,000,000: (a) Logistics network construction project in Western China ( ) with an estimated total investment amount of RMB598,000,000, out of which RMB400,000,000 is intended to be funded by the proceeds from the A Share Issue. As at the Latest Practicable Date, the Company had already commenced the construction work since 2012 and has paid most of the upfront cost for this project by its self-financing; (b) Retail shops upgrading and expansion project ( ) with an estimated total investment amount of RMB200,000,000, out of which RMB180,000,000 is intended to be funded by the proceeds from the A Share Issue. As at the Latest Practicable Date, the Company had set up a number of medium/small size retail shops with its self-financing; (c) Service platform of education cloud project ( ) with an estimated total investment amount of RMB420,000,000, out of which RMB400,000,000 is intended to be funded by the proceeds from the A Share Issue. As at the Latest Practicable Date, the Company had completed the research and development works and the operations of certain sub-systems of the project by its self-financing; (d) Chinese cultural revival publication project ( ) with an estimated total investment amount of RMB50,000,000 which is intended to be funded entirely by the proceeds from the A Share Issue. As at the Latest Practicable Date, the Company was undergoing the preparatory work of this project; and (e) Enterprise resource planning system construction and upgrading project (ERP ) with an estimated total investment amount of RMB150,000,000 which is intended to be funded entirely by the proceeds from the A Share Issue. As at the Latest Practicable Date, the Company had completed the research and the operations of certain sub-projects by its self-financing. 9

12 The implementation of the above projects is not conditional upon completion of the proposed A Share Issue and receipt of the relevant proceeds. In the event that the proposed A Share Issue does not proceed to completion, the Company shall complete the Investment Projects by its self-financing. Prior to receiving the proceeds from the proposed A Share Issue, the Company may pay the relevant investment amount by self-financing based on the actual payment schedule of the abovestated projects. Upon receipt of the proceeds from the proposed A Share Issue, the Company shall repay the said self-financing amount previously made with part of the proceeds. In case the proceeds from the proposed A Share Issue (after deducting the expenses incurred in the A Share Issue) are insufficient for funding the abovestated projects, the Company shall arrange the use of the proceeds in accordance with the importance and urgency of the abovestated projects, and shall pay the outstanding balance by its own funds or through debt financing. Subject to the actual situation of the Investment Projects before the completion of the A Share Issue and the obtaining of the approvals from the competent authorities, the Directors may carry out necessary and appropriate judgements to the said projects in accordance with the authorisation to be granted and the EGM and the Class Meetings from time to time and the abovestated information may be changed accordingly. 10

13 Effects of the A Share Issue on the Company s Shareholding Structure Set out below is a summary of the shareholding structure of the Company (i) as at the Latest Practicable Date; and (ii) immediately after the completion of the A Share Issue (assuming no other H Shares, Domestic Shares or A Shares are to be issued by the Company from the Latest Practicable Date up to and including the date of issue of the A Shares): Shareholder Types of Shares As at the Latest Practicable Date Number of Shares Percentage of the total issued share capital of the Company Immediately after completion of the A Share Issue Types of Shares Number of Shares Percentage of the total issued share capital of the Company Sichuan Xinhua Publishing Group Co., Ltd.* Sichuan Publication Group Co., Ltd.* Sichuan Daily Newspaper Group* Liaoning Publication Group Co., Ltd* Chengdu Hua Sheng (Group) Industry Co., Ltd. National Council for the Social Security Fund Public State-owned Shares State-owned Shares State-owned Shares State-owned Shares Social Legal Person Shares 592,809, % A Shares 592,809, % 31,051, % A Shares 30,572, % 9,409, % A Shares 9,264, % 6,586, % A Shares 6,485, % 53,336, % A Shares 53,336, % Public H Shares 441,937, % H Shares A Shares A Shares 725, % 441,937,100 98,710, % 8% Total 1,135,131, % 1,233,841, % 11

14 The Company has not conducted any fund raising activities in the past twelve months prior to the Latest Practicable Date. Reasons for and benefits of the A Share Issue The A Share Issue, if completed, will open new financing channels for the business development of the Company, and provide financial resources for the Company to implement the Investment Projects as stated under the paragraph headed Use of Proceeds above, which will enhance the continuous development and the core competitive power of the Company. Authorisation by the Shareholders The EGM will be held to consider and approve, among other things, the granting of the authorisation to the Board to take all necessary actions and/or sign any documents in connection with the A Share Issue and all related matters in accordance with the relevant requirements of the CSRC, the Stock Exchange and the Shanghai Stock Exchange be renewed. The authorisation proposed to be granted to the Board shall include but not limited to the following: (a) (b) (c) (d) (e) To adjust and determine the matters relating to the listing of the A Shares in accordance with the relevant rules and the conditions of the securities market within the ambit granted by the Shareholders at the EGM, which include but not limited to the number of A Shares to be issued, target persons for the issue, issuing method, issuing price and the timing of commencing and terminating the issue; Subject to the actual situation of the investment projects before the listing of the A Shares and the approvals from the competent authorities, to carry out necessary and appropriate adjustments to the projects which intended to be invested by the proceeds from the A Share Issue and approved by the Shareholders at the EGM, which include but not limited to the projects proposed to be invested, the investment amount, implementation plans and implementation methods; To implement all procedures relating to the listing of the A Shares, which include the application of the A Share Issue to CSRC and other competent authorities, the signing of the relevant documents which include but not limited to the prospectus of the A Shares and other relevant documents; To engage the listing intermediates and other professional parties, determine their respective engagement fees and enter into the agreements relating to the A Share Issue on behalf of the Company which include the underwriting agreement and sponsor agreement; To amend the Article of Association, the Rules of Procedures, the Internal Rules and the New Internal Rules (as defined in the circular of the Company dated 5 February 2013) subject to the completion of the A Share Issue, the results of the A Share Issue and the requirements of the relevant competent government authorities and to deal with the relevant procedures for registration of changes and filing of the Articles of Association, the registered capital and other issues with relevant authorities; 12

15 (f) To apply and deal with the procedures for registration of changes with the registration authority and deal with the procedures for registration, settlement and lock-up procedures with the share registration authority or clearing authority of the Company subject to the results of the A Share Issue; (g) Other matters relating to the A Share Issue; and (h) To delegate the above authorisations to authorised Director(s). The abovesaid renewal of authorisation, if approved and granted by the Shareholders at the EGM, shall be effective for a period of 12 months from the date of approval at the EGM. PROPOSED ELECTION OF INDEPENDENT SUPERVISOR Reference is made to the announcement issued by the Company on 18 January 2016 in relation to, among other things, the resignation of Mr. Fu Daiguo ( Mr. Fu ) as Independent Supervisor and the proposed election of a new Independent Supervisor. Mr. Li Xu ( Mr. Li ) has been nominated by the Supervisory Committee as a candidate for Independent Supervisor. The biographical details of Mr. Li are set out as follows: Li Xu, aged 53. Mr. Li is currently the partner of Sichuan Tianhua Accounting Firm* ( ) and Sichuan Zhongtianhua Asset Appraisal Co., Ltd* ( ) respectively and the legal representative and the general manager of Sichuan Jiuhua Investment Management Co., Ltd.* ( ). Mr. Li was a lecturer of the School of Business Administration of Southwest University of Finance and Economics from 1987 to 1993, the legal representative and the general manager of Sichuan Tianhua Accounting Firm* and Sichuan Zhongtianhua Asset Appraisal Co., Ltd* from 1993 to He was also the fourth session committee member of the Chinese Institute of Certified Public Accountants, a mentor of master students of the School of Accounting of Southwest University of Finance and Economics, a committee member and the chief committee member of the Education and Training Committee of Sichuan Institute of Certified Public Accountants. Mr. Lee obtained a Bachelor s degree in Economics from Sichuan Institute of Finance and a Master s degree in Economics from the Faculty of Business Administration of Southwestern University of Finance and Economics and is a certified public accountant in China. Mr. Li has more than 20 years of experience in finance and auditing, asset appraisal and management consultancy. Saved as disclosed above, Mr. Li confirms that: (i) he did not hold any position in the Group nor any other directorship in any other listed companies in the past three years; (ii) he has no relationship with any Directors, Supervisors, senior management, substantial Shareholders or controlling Shareholders of the Company; and (iii) he has not held any interests in the Shares of the Company within the meaning of Part XV of the Securities and Future Ordinance (Cap. 571, Laws of Hong Kong). 13

16 Saved as disclosed above, the Company considers that there is no information which is discloseable nor is Mr. Li involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there is no other matter that needs to be brought to the attention of the Shareholders. The appointment of Mr. Li as Independent Supervisor will be effective upon the Shareholders approval at the EGM. The term of office of Mr. Li will commence from the date of the EGM to the expiry of the term of the Company s Supervisory Committee of the fourth session. If the resolution in respect of the appointment of Mr. Li as Independent Supervisor is passed by the Shareholders at the EGM, Mr. Fu will officially resign as Independent Supervisor of the Company. Mr. Li will enter into a service contract with the Company. His emoluments and terms of the service contract will be determined by the Board under the authority granted by the Shareholders at the EGM and having regard to his duties and responsibilities with the Company, the Company s remuneration policy, his performance and profitability of the Company and market conditions. EGM AND CLASS MEETINGS The EGM will be held at 10:30 a.m. on Thursday,18 February 2016 (or immediately after the conclusion of the First EGM) at Sichuan Xinhua International Hotel, No. 8 Guzhongshi Street, Chengdu, Sichuan, the PRC, for the Shareholders to consider and, if thought fit, approve (among other things) (i) the refreshment of the mandate of the A Share Issue; and (ii) the election of Mr. Li as Independent Supervisor. Immediately after the conclusion of the EGM, the Domestic Shares Class Meeting and the H Shares Class Meeting will be held at the same venue at 11:00 a.m. and 11:15 a.m. respectively for the holders of the Domestic Shares and H Shares to consider and, if thought fit, approve the refreshment of the mandate of the A Share Issue. At the EGM and the Class Meetings, the votes will be taken by poll. No Shareholder is required to abstain from voting in connection with the resolutions to be proposed for approval at the EGM and the Class Meetings. The Notice of EGM, the notices of the Class Meetings and forms of proxy have been despatched to Shareholders on 5 January The Supplemental Notice of EGM and a revised form of proxy for the EGM have been despatched to Shareholders on 18 January The new resolution regarding the election of Independent Supervisor is included in the Supplemental Notice of EGM. The Notice of EGM shall be read together with the Supplemental Notice of EGM. 14

17 Whether or not you are able to attend the meetings in person, you are requested to complete and return the applicable proxy form in accordance with the instructions printed thereon. In case of H Shares, the proxy form shall be lodged with the Company s H Share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen s Road East, Wanchai, Hong Kong, and in case of Domestic Shares, the proxy form shall be lodged at the head office of the Company in the PRC, not less than 24 hours before the time for holding the EGM and the Class Meetings (or any adjournment thereof). Completion and delivery of the proxy form will not preclude you from attending and voting in person at the EGM or the Class Meetings or any adjournment thereof if you so desire. VOTING BY POLL Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll. Therefore, voting on all resolutions set out in the Notice of EGM and the Supplemental Notice of EGM at the EGM shall be taken by way of poll pursuant to Article 78 of the Articles of Association. On a poll, every Shareholder present in person or by proxy or (being a corporation) by its duly authorised representative shall have one vote for each Share registered in his/her name in the register of members. A Shareholder entitled to more than one vote needs not use all his/her votes or cast all the votes he/she uses in the same manner. RECOMMENDATION The Board considers that the refreshment of the mandate of the A Share Issue and the appointment of Mr. Li as Independent Supervisor are in the interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of the relevant resolutions to be proposed at the EGM and/or the Class Meetings. RESPONSIBILITY STATEMENT This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief there are no other facts the omission of which would make any statement herein misleading. 15

18 GENERAL There is no assurance that the proposed A Share Issue will proceed to completion. Shareholders and potential investors are advised to exercise caution in dealings in the H Shares. The Company will disclose further details about the proposed A Share Issue in the PRC in due course, and disclose the relevant information simultaneously in Hong Kong according to the Listing Rules. Yours faithfully, For and on behalf of XINHUA WINSHARE PUBLISHING AND MEDIA CO., LTD.* He Zhiyong Chairman * For identification purposes only 16

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