Xinhua Winshare Publishing and Media : Renewal Of Continuing Ontinuing Connected Transactions

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.*, you should at once hand this circular with the accompanying form of proxy and reply slip 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)

RENEWAL OF CONTINUING CONNECTED TRANSACTIONS:

1. PRODUCTS SALES AND COOPERATION FRAMEWORK AGREEMENT; AND
2. PUBLICATIONS PURCHASE FRAMEWORK AGREEMENT

Independent Financial Adviser to

The Independent Board Committee and the Independent Shareholders

A letter from the Board is set out on pages 5 to 23 of this circular.

A letter from the Independent Board Committee is set out on pages 24 to 25 of this circular.

A letter from Halcyon Capital Limited, the Independent Financial Adviser, containing its recommendations to the Independent Board Committee and the Independent Shareholders is set out on pages 26 to 53 of this circular.

The notice (the "EGM Notice") for convening the extraordinary general meeting (the "EGM") of the Company to be held at Sichuan Xinhua International Hotel, No. 8 Guzhongshi Street, Qingyang District, Chengdu, Sichuan, the People's Republic of China (the "PRC") at 10:00 a.m. on Thursday, 21 January 2021 was despatched on Monday, 7 December 2020 and published on the website of the Stock Exchange (http://www.hkexnews.hk).

A form of proxy for use at the EGM was despatched on Monday, 7 December 2020 and published on the website of the Stock Exchange (http://www.hkexnews.hk). Whether or not you are able to attend the EGM in person, you are requested to complete and return the form of proxy in accordance with the instructions printed thereon to 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 not less than 24 hours before the time for holding the EGM (i.e. 10:00 a.m. on Wednesday, 20 January 2021) or not less than 24 hours before the time for the holding of any adjournment thereof or not less than 24 hours before the time appointed for taking the poll. 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.

PRECAUTIONARY MEASURES FOR THE EGM

To safeguard the health and safety of Shareholders and to prevent and control the spreading of the coronavirus disease

2019 (COVID-19), the following precautionary measures will be implemented at the EGM of the Company:

1. Compulsory temperature screening/checks;
2. Submission of Health and Travel Declaration Form;
3. Wearing of surgical face mask; and
4. No provision of refreshments or drinks.

Attendees who do not comply with the precautionary measures referred to in (1) to (4) above may be denied entry to the EGM venue, at the absolute discretion of the Company as permitted by law. For the health and safety of the Shareholders, the Company would like to encourage the Shareholders to exercise their right to vote at the EGM by appointing the chairman of the EGM as their proxy and to return their proxy forms by the time specified above, instead of attending the EGM in person.

• For identification purposes only

4 January 2021

CONTENTS

		Pages
DEFINITIONS	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1-4
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5-23
LETTER FROM THE INDEPENDENT BOARD COMMITTEE. . . . . . . . . . . . . .	24-25
LETTER FROM HALCYON CAPITAL LIMITED . . . . . . . . . . . . . . . . . . . . . . . .	26-53
APPENDIX	- GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . .	54-58

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DEFINITIONS

In this circular, the following terms shall have the meanings set out below, unless the context otherwise requires:

"Announcement"	the announcement of the Company dated 19 November
	2020 in relation to, among other things, the Products
	Sales and Cooperation Framework Agreement and the
	Publications Purchase Framework Agreement
"Articles of Association"	the articles of association of the Company (as revised
	from time to time)
"associate(s)"	has the meaning as ascribed to this term under the Listing
	Rules
"Board"	the board of Directors of the Company
"Business Day"	a day (other than a Saturday, Sunday or public holiday)
	on which banks are open for general commercial business
	in Hong Kong and the PRC
"Chengdu Hua Sheng"	Chengdu Hua Sheng (Group) Industry Co., Ltd.* (成都市
	華盛(集團)實業有限公司)
"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
	Shanghai Stock Exchange and the Stock Exchange,
	respectively
"connected person(s)"	has the same meaning as ascribed to this term under the
	Listing Rules
"controlling shareholder"	has the same meaning as ascribed to this term under the
	Listing Rules
"Digital Reading Contents"	copyright works produced and uploaded by Winshare
	Online to a platform for end users to read via PCs, e-book
	readers or mobile phones, which are based on the e-book
	contents and the online novels with legitimate rights that
	are delivered to Winshare Online by the Group under the
	Products Sales and Cooperation Framework Agreement
"Directors"	the directors of the Company

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	DEFINITIONS
"EGM"	the annual general meeting of the Company to be held at
	10:00 a.m. on 21 January 2021 (Thursday) at Sichuan
	Xinhua International Hotel, No.8 Guzhongshi Street,
	Qingyang District, Chengdu, Sichuan, the PRC, for,
	among other things, the Independent Shareholders to
	consider and, if thought fit, approve the Products Sales
	and Cooperation Framework Agreement and the
	Publications Purchase Framework Agreement and the
	transactions contemplated thereunder
"Group"	the Company and its subsidiaries (for the purpose of the
	Products Sales and Cooperation Framework Agreement,
	the Publications Purchase Framework Agreement, the
	2018 Products Sales and Cooperation Framework
	Agreement and the 2018 Publications Purchase
	Framework Agreement, excluding Winshare Online)
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong"	the Hong Kong Special Administrative Region of the
	PRC
"Independent Board Committee"	an independent committee of the Board composed of all
	independent non-executive Directors
"Independent Financial Adviser"	Halcyon Capital Limited, the independent financial
	adviser to the Independent Board Committee and the
	Independent Shareholders in respect of the Products
	Sales and Cooperation Framework Agreement and the
	Publications Purchase Framework Agreement and the
	transactions contemplated thereunder, being a
	corporation licensed by Securities and Futures
	Commission to carry out type 6 (advising on corporate
	finance) regulated activities under the SFO
"Independent Shareholders"	Shareholders other than Sichuan Xinhua Publishing and
	Distribution Group and its associates
"Independent Third Party(ies)"	persons(s) or company(ies) which is(are) independent of
	the Directors, supervisors, substantial shareholders and
	chief executive (as defined under the Listing Rules) of
	the Group

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