China Animation Characters : PROPOSED CHANGE OF COMPANY NAME AND NOTICE OF EXTRAORDINARY GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in China Animation Characters Company Limited, you should at once hand this circular and the accompanying form(s) of proxy to the purchaser or other transferee or to the licensed securities dealer, or to the bank, or to other agents through whom the sale or transfer was effected for transmission to the purchaser or 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.

China Animation Characters Company Limited

華 夏 動 漫 形 象 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 01566)

PROPOSED CHANGE OF COMPANY NAME

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the extraordinary general meeting (the "EGM") of China Animation Characters Company Limited (the "Company") to be held at Room 2905, 29th Floor, China Resources Building, No. 26 Harbour Road, Wanchai, Hong Kong on 21 November 2019 at 11:00 a.m. is set out on page 6 of this circular. A form of proxy for use by the shareholders of the Company at the EGM is enclosed herein.

Whether or not you are able to attend the EGM, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the Company's branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the EGM or any adjournment thereon should you so wish and, in such event, the proxy shall be deemed to be revoked.

30 October 2019

	CONTENTS
		Pages
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD
1.	INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
2.	PROPOSED CHANGE OF COMPANY NAME . . . . . . . . . . . . . . . . . . .	3
3.	EGM AND PROXY ARRANGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . .	4
4.	RESPONSIBILITY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
5.	RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
NOTICE OF EXTRAORDINARY GENERAL MEETING . . . . . . . . . . . . . . . . . . . .	6

DEFINITIONS

In this circular, the following expressions shall have the following meanings unless the

context otherwise requires:

"Board"	:	the board of Directors;
"Chairman"	:	the Chairman of the Company;
"Company"	:	China Animation Characters Company Limited, a
		company incorporated in the Cayman Islands with
		limited liability, the Shares of which are listed on the
		Main Board of the Stock Exchange (Stock code: 1566);
"Director(s)"	:	director(s) of the company;
"EGM"	:	an extraordinary general meeting of the Company to be
		held at Room 2905, 29th Floor, China Resources Building,
		No. 26 Harbour Road, Wanchai, Hong Kong on 21
		November 2019 at 11:00 a.m., a notice of which is set out
		on page 6 of this circular;
"Group"	:	the Company and its Subsidiaries;
"Hong Kong"	:	Hong Kong Special Administrative Region of the
		People's Republic of China;
"HK$"	:	Hong Kong dollars, the lawful currency of Hong Kong;
"Listing Rules"	:	the Rules Governing the Listing of Securities on the
		Stock Exchange;
"Proposed Change of	:	the proposed change of the name and the proposed
Company Name"		adoption of the new dual foreign name in Chinese of the
		Company, details of which are set out in this circular;
"Share(s)"	:	means ordinary share(s) of HK$0.10 each in the share
		capital of the Company;
"Shareholder(s)"	:	the holders of Share(s) of the Company;
"Stock Exchange"	:	The Stock Exchange of Hong Kong Limited;
"Subsidiary(ies)"	:	the company(ies) which are for the time being and from
		time to time the subsidiaries (within the meaning of the
		Companies Ordinance (Cap. 622 of the Laws of Hong
		Kong)) of the Company, whether incorporated in Hong
		Kong, the British Virgin Islands, the People's Republic of
		China or elsewhere.

- 1 -

LETTER FROM THE BOARD

China Animation Characters Company Limited

華 夏 動 漫 形 象 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 01566)

Executive Directors:	Registered Office:
Mr. CHONG Heung Chung Jason	Cricket Square
(Chairman and Chief Executive Officer)	Hutchins Drive
Mr. TING Ka Fai Jeffrey	P.O. Box 2681
(Chief Operating Officer)	Grand Cayman
Ms. LIU Moxiang	KY1-1111
	Cayman Islands
Independent non-executive Directors:
Mr. NI Zhenliang	Head office and Principal Place
Mr. TSANG Wah Kwong	of Business:
Mr. HUNG Muk Ming	Room 2905, 29th Floor,
	China Resources Building
	No. 26 Harbour Road,
	Wanchai
	Hong Kong
	30 October 2019
To the Shareholders
Dear Sir or Madam,

PROPOSED CHANGE OF COMPANY NAME

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

1. INTRODUCTION

Reference is made to the announcement of the Company dated 9 October 2019 in respect of the Proposed Change of Company Name. The purpose of this circular is to provide you with information in respect of the resolution to be proposed at the EGM for the Proposed Change of Company Name, together with a notice of EGM.

- 2 -

LETTER FROM THE BOARD

2. PROPOSED CHANGE OF COMPANY NAME

The Board proposed to change the name of the Company from "China Animation Characters Company Limited" to "CA Cultural Technology Group Limited" and to adopt "華夏文化科技集團有限公司" as the new dual foreign name in Chinese of the Company.

Conditions of the Proposed Change of Company Name

The Proposed Change of Company Name is subject to the following conditions:

1. the passing of a special resolution by the Shareholders approving the Proposed Change of Company Name at the EGM; and
2. the approval of the Registrar of Companies in the Cayman Islands having been obtained for the Proposed Change of Company Name.

Subject to the satisfaction of the conditions set out above, the Proposed Change of Company Name will take effect upon the date of the issue of a Certificate of Incorporation on Change of Name by the Registrar of Companies in the Cayman Islands confirming that the new name has been registered. The Company will then carry out the necessary filing procedures with the Companies Registry in Hong Kong.

Reasons for the Proposed Change of Company Name

The Board considers that the Proposed Change of Company Name will better reflect the current status of the Group's business development and its direction of future development. The Board believes that the new name can provide the Company with a more appropriate corporate image and identity which will benefit the Company's business development and is in the best interests of the Company and Shareholders as a whole.

Effects of the Proposed Change of Company Name

The Proposed Change of Company Name will not affect the rights of any Shareholder or the Company's daily business operation and its financial position. All existing share certificates of the Company in issue bearing the existing name of the Company will, upon the Proposed Change of Company Name becoming effective, continue to be valid evidence of legal title to the Shares and will continue to be valid for trading, settlement, registration and delivery purposes.

- 3 -

LETTER FROM THE BOARD

Accordingly, there will not be any arrangement for the free exchange of the existing share certificates for new certificates bearing the new name of the Company. Upon the Proposed Change of Company Name becoming effective, any issue of share certificates thereafter will bear the new name of the Company and the securities of the Company will be traded on the Stock Exchange under the new name.

In addition, subject to the confirmation of the Stock Exchange, the English and Chinese stock short names of the Company for trading of the Shares on the Stock Exchange will also be changed after the Proposed Change of Company Name becoming effective. Further announcement will be made by the Company relating to, among other things, the results of the EGM, the effective date of the Proposed Change of Company Name and the new English and Chinese stock short names of the Company.

3. EGM AND PROXY ARRANGEMENT

A notice convening the EGM to be held at Room 2905, 29th Floor, China Resources Building, No. 26 Harbour Road, Wanchai, Hong Kong on 21 November 2019 at 11:00 a.m. is set out on page 6 of this circular. At the EGM, a special resolution will be proposed to approve the Proposed Change of Company Name. A form of proxy for use at the EGM is enclosed with this circular.

Whether or not you are able to attend the EGM in person, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time of the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish and, in such event, the proxy shall be deemed to be revoked.

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll. Therefore, the resolution put to the vote at the EGM will be taken by way of poll. The chairman of the EGM will explain the detailed procedures for conducting a poll at the commencement of the EGM. After the conclusion of the EGM, the poll results will be published on the website of the Stock Exchange and the website of the Company in the manner prescribed by Rule 13.39(5) of the Listing Rules.

To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, no Shareholder is required to abstain from voting on the resolution regarding the Proposed Change of Company Name.

- 4 -

LETTER FROM THE BOARD

4. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement in this circular misleading.

5. RECOMMENDATION

The Directors consider that the Proposed Change of Company Name is in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the resolution to be proposed at the EGM.

Yours faithfully,

By Order of the Board

China Animation Characters Company Limited

CHONG Heung Chung Jason

Chairman and Executive Director

- 5 -

NOTICE OF EXTRAORDINARY GENERAL MEETING

China Animation Characters Company Limited

華 夏 動 漫 形 象 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 01566)

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the "EGM") of China Animation Characters Company Limited (the "Company") will be held at Room 2905, 29th Floor, China Resources Building, No. 26 Harbour Road, Wanchai, Hong Kong on 21 November 2019 at 11:00 a.m. for the following purpose:

As special business, to consider and, if thought fit, pass with or without modification, the following resolutions of the Company:

SPECIAL RESOLUTION

1. "THAT subject to and conditional upon the approval of the Registrar of Companies in the Cayman Islands, the name of the Company be changed from "China Animation Characters Company Limited" to "CA Cultural Technology Group Limited" and a dual foreign name in Chinese of the Company "華夏文 化科技集團有限公司" be adopted ("Proposed Change of Company Name") and THAT any one of the directors of the Company be and is hereby authorised to do all such acts and things and to sign all documents and to take any steps which in his/her absolute discretion considered to be necessary, desirable or expedient for the purpose of implementing and/or giving effect to the Proposed Change of Company Name."

By Order of the Board

China Animation Characters Company Limited

CHONG Heung Chung Jason

Chairman and Executive Director

Hong Kong, 30 October 2019

Notes:

1. Any member entitled to attend and vote at the meeting is entitled to appoint another person as his proxy to attend and vote instead of him. A member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf. A proxy need not be a member of the Company.
2. To be valid, a form of proxy and the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power of attorney or authority, must be deposited with the Hong Kong branch share registrar and transfer office of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjourned meeting.

- 6 -

NOTICE OF EXTRAORDINARY GENERAL MEETING

1. Delivery of an instrument appointing a proxy should not preclude a member from attending and voting in person at the above meeting or any adjournment thereof and in such event, the instrument appointing a proxy shall be deemed to be revoked.
2. In the case of joint holders of a share, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto. If more than one of such joint holders are present at the above meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.
3. In compliance with Rule 13.39(4) of the Listing Rules, voting on all proposed resolutions set out in this notice will be decided by way of a poll.
4. The register of members of the Company will be closed for registration of transfer of shares from Monday, 18 November 2019 to Thursday, 21 November 2019, both days inclusive, during which period no share transfer will be effected. In order to be entitled to attend and vote at the forthcoming extraordinary general meeting of the Company, all transfers accompanied by the relevant share certificates must be lodged with the Company's branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, for registration not later than 4:30 p.m. on Friday, 15 November 2019.

As of the date of this notice, the executive Directors are Mr. CHONG Heung Chung Jason, Mr. Ting Ka Fai Jeffrey and Ms. Liu Moxiang, and the independent non-executive Directors are Mr. Ni Zhenliang, Mr. Tsang Wah Kwong and Mr. Hung Muk Ming.

- 7 -