Xinhua Winshare Publishing and Media : Election of the board and the supervisory committee of the fifth session; and notice of extraordinary general meeting

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 form of proxy 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.

新華文軒出版傳媒股份有限公司

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)

ELECTION OF THE BOARD AND THE SUPERVISORY COMMITTEE

OF THE FIFTH SESSION; AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

A letter from the Board is set out on pages 3 to 8 of this circular.

The notice for convening the extraordinary general meeting (the "EGM") of the Company to be held at Xinhua International Hotel, No. 8 Guzhongshi Street, Qingyang District, Chengdu, Sichuan, the People's Republic of China (the "PRC") at 10 a.m. on Wednesday, 19 January 2022, is set out on pages 18 to 21 of this circular.

The form of proxy for use at the EGM is enclosed in this circular. Whether or not you are able to attend the EGM in person, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and deliver to the Company's Hong Kong H share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, not less than 24 hours before the time for holding the EGM or any adjournment thereof or before the time appointed for taking the poll (i.e. 10 a.m. on Tuesday, 18 January 2022). Completion and delivery 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.

• For identification purposes only

3 December 2021

	CONTENTS
		Pages
Definitions . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Election of the Board and the Supervisory Committee of the Fifth Session . . . .	4
Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Voting by Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Recommendations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
General Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Appendix I	Biographical Details of the Candidates of the Board
	of the Fifth Session . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Appendix II	Biographical Details of the Candidates of the Supervisory
	Committee of the Fifth Session . . . . . . . . . . . . . . . . . . . . . . . . .	15
Notice of Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	18

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DEFINITIONS

In this circular, the following expressions shall have the meanings stated below unless the context otherwise requires:

"A Share(s)"	Renminbi-denominated ordinary share(s) of the Company
	with a nominal value of RMB1.00 each, all of which are
	issued in the PRC, subscribed in Renminbi and listed on
	the SSE (Stock Code: 601811);
"Articles of Association"	the articles of association of the Company as amended
	from time to time;
"Board"	the board of Directors of the Company;
"Chairman"	the chairman of the Board;
"Company"	Xinhua Winshare Publishing and Media Co., Ltd.* (新華
	文軒出版傳媒股份有限公司), a joint stock limited
	company incorporated in the PRC with limited liability,
	the A Shares and H Shares of which are listed on the SSE
	and the Stock Exchange, respectively;
"Director(s)"	the director(s) of the Company;
"EGM"	the extraordinary general meeting of the Company to be
	held at Xinhua International Hotel, No. 8 Guzhongshi
	Street, Qingyang District, Chengdu, Sichuan, the PRC at
	10 a.m. on Wednesday, 19 January 2022;
"EGM Notice"	the notice of the extraordinary general meeting set out on
	pages 18 to 21 of this circular;
"Group"	the Company and its subsidiaries;
"H Share(s)"	overseas listed foreign share(s) in the ordinary share
	capital of the Company with a nominal value of RMB1.00
	each, all of which are listed on the Main Board of the
	Stock Exchange and traded in Hong Kong dollars (Stock
	Code: 811);
"Hong Kong"	the Hong Kong Special Administrative Region of the
	PRC;
"Listing Rules"	the Rules Governing the Listing of Securities on the
	Stock Exchange;

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	DEFINITIONS
"Nomination Committee"	the nomination committee of the Board;
"PRC"	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 of the
	PRC);
"RMB"	Renminbi, the lawful currency of the PRC;
"SFO"	Securities and Futures Ordinance (Chapter 571, Laws of
	Hong Kong);
"Share(s)"	A Share(s) and H Share(s);
"Shareholder(s)"	shareholder(s) of the Company;
"SSE"	the Shanghai Stock Exchange;
"Stock Exchange"	The Stock Exchange of Hong Kong Limited;
"Supervisor(s)"	the supervisor(s) of the Company; and
"Supervisory Committee"	the supervisory committee of the Company.

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LETTER FROM THE BOARD

新華文軒出版傳媒股份有限公司

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:	Registered Office in the PRC:
Mr. Luo Yong (Chairman)	Unit 1, 1/F, Block 4
Mr. Liu Longzhang (Vice chairman)	No. 239 Jinshi Road
	Jinjiang District
Non-Executive Directors:	Chengdu, Sichuan
Mr. Dai Weidong	the PRC
Mr. Luo Jun
Mr. Zhang Peng	Head Office in the PRC:
Mr. Han Xiaoming	No. 6 Wenxuan Road
	Rong Bei Shang Mao Avenue
Independent Non-executive Directors:	Jiuniu District
Mr. Chan Yuk Tong	Chengdu, Sichuan
Mr. Fang Bingxi	the PRC
Ms. Xiao Liping	(Postal Code: 610081)

Principal Place of Business in Hong Kong:

40th Floor Dah Sing Financial Centre

248 Queen's Road East

Wanchai

Hong Kong

3 December 2021

To the Shareholders

Dear Sir or Madam,

ELECTION OF THE BOARD AND THE SUPERVISORY

COMMITTEE OF THE FIFTH SESSION

INTRODUCTION

Reference is made to the announcement of the Company dated 1 December 2021 in

relation to the proposed election of the Directors and Supervisors.

The purpose of this circular is to provide Shareholders with details of the election of the

Board of the fifth session, the election of the Supervisory Committee of the fifth session and

the determination of the remuneration of the Directors and Supervisors.

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