Xinhua Winshare Publishing and Media : PROPOSED APPOINTMENT OF EXECUTIVE DIRECTORS; PROPOSED APPOINTMENT OF NON-EXECUTIVE DIRECTOR; AND SUPPLEMENTAL NOTICE OF 2020 ANNUAL 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)

PROPOSED APPOINTMENT OF EXECUTIVE DIRECTORS; PROPOSED APPOINTMENT OF NON-EXECUTIVE DIRECTOR; AND

SUPPLEMENTAL NOTICE OF 2020 ANNUAL GENERAL MEETING

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

The 2020 annual general meeting (the "2020 AGM") of the Company is to be held in the Company at 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 Friday, 21 May 2021, and the notice of AGM (the "Original Notice") has been despatched to the Shareholders. The 2020 Supplemental AGM Notice dated 5 May 2021 is set out on pages 9 to 11 of this circular. The 2020 Supplemental AGM Notice should be read in conjunction with the Original Notice.

The supplemental form of proxy for use at the 2020 AGM enclosed in this circular should be read in conjunction with the form of proxy despatched on 31 March 2021. Whether or not you are able to attend the meeting in person, you are requested to complete and return the applicable form of proxy and supplemental form of proxy for the 2020 AGM 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 2020 AGM (i.e. 10:00 a.m. on Thursday, 20 May 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 applicable form of proxy and supplemental form of proxy for the 2020 AGM will not preclude you from attending and voting in person at the 2020 AGM or any adjournment thereof should you so wish.

• For identification purposes only

5 May 2021

CONTENTS
	Pages
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Proposed Appointment of Executive Directors . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Proposed Appointment of Non-executive Director . . . . . . . . . . . . . . . . . . . . . . .	6
2020 Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Voting by Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Recommendations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Supplemental Notice of 2020 Annual General Meeting . . . . . . . . . . . . . . . . . . . . .	9

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DEFINITIONS

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

"2020 AGM"	the 2020 annual general meeting of the Company to be
	held in the Company at Xinhua International Hotel, No.
	8 Guzhongshi Street, Qingyang District, Chengdu,
	Sichuan, the PRC at 10:00 a.m. on Friday, 21 May 2021;
"2020 AGM Notice" or "Original	the notice of 2020 AGM of the Company dated 31 March
Notice"	2021 despatched on 31 March 2021;
"2020 Supplemental AGM	the supplemental notice of 2020 AGM set out on pages 9
Notice"	to 11 of this circular;
"A Share(s)"	Renminbi-denominated ordinary share(s) of the Company
	of RMB1.00 each, all of which are issued in the PRC,
	subscribed in Renminbi and listed on the Shanghai Stock
	Exchange (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;
"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;
"Director(s)"	the director(s) of the Company;
"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 listed on the Main Board of the Stock
	Exchange and traded in Hong Kong dollars (Stock Code:
	811);
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong;
"Hong Kong"	the Hong Kong Special Administrative Region of the
	PRC;

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	DEFINITIONS
"Listing Rules"	the Rules Governing the Listing of Securities on the
	Stock Exchange;
"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);
"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" or "Shanghai Stock	the Shanghai Stock Exchange; and
Exchange"
"Stock Exchange"	The Stock Exchange of Hong Kong Limited.

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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. He Zhiyong (Chairman)	Unit 1, 1/F, Block 4
Mr. Chen Yunhua (Vice chairman)	No. 239 Jinshi Road
	Jinjiang District
Non-executive Directors:	Chengdu, Sichuan
Mr. Luo Jun	the PRC
Mr. Zhang Peng
Mr. Han Xiaoming	Head Office in the PRC:
	No. 6 Wenxuan Road
Independent Non-executive Directors:	Rongbei Shangmao Avenue
Mr. Chan Yuk Tong	Jiuniu District
Ms. Xiao Liping	Chengdu, Sichuan
Mr. Fang Bingxi	the PRC
	(Postal Code: 610081)

Principal Place of Business in Hong Kong:

40th Floor

Dah Sing Financial Centre

248 Queen's Road East

Wanchai

Hong Kong

5 May 2021

To the Shareholders

Dear Sir or Madam,

PROPOSED APPOINTMENT OF EXECUTIVE DIRECTORS; PROPOSED APPOINTMENT OF NON-EXECUTIVE DIRECTOR; AND

SUPPLEMENTAL NOTICE OF 2020 ANNUAL GENERAL MEETING

1. INTRODUCTION

Reference is made to the announcement of the Company dated 5 May 2021 in relation to, among other things, the proposed resolutions at the 2020 AGM to consider and, if thought fit, approve (i) the appointment of Mr. Luo Yong ("Mr. Luo") as an executive Director of the Company; (ii) the appointment of Mr. Liu Longzhang ("Mr. Liu") as an executive Director of the Company; and (iii) the appointment of Mr. Dai Weidong ("Mr. Dai") as a non-executive Director of the Company.

• For identification purposes only

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LETTER FROM THE BOARD

The purpose of this circular is to provide the Shareholders with (i) further information on the proposed appointment of Mr. Luo as an executive Director of the Company; (ii) further information on the proposed appointment of Mr. Liu as an executive Director of the Company;

1. further information on the proposed appointment of Mr. Dai as a non-executive Director of the Company; and (iv) the 2020 Supplemental AGM Notice.

2. PROPOSED APPOINTMENT OF EXECUTIVE DIRECTORS

Reference is made to the announcement of the Company dated 5 May 2021 regarding, inter alia, the resignation and proposed appointment of its executive Director(s). Based on the nomination of the nomination committee of the Company and the deliberation of the Board, the Board proposed to appoint Mr. Luo and Mr. Liu as executive Directors.

The biography of Mr. Luo is as follows:

Luo Yong, aged 58, is currently the party secretary and chairman of Sichuan Xinhua Publishing and Distribution Group Co., Ltd. He served as a journalist of Ganzi Publishing House (甘孜報社), the office director, assistant to the president, vice president, president, party secretary and chief editor of Sichuan Minzu Publishing House (四川民族出版社). He served as the deputy director of the management committee of Sichuan Cultural Industry Investment Group Co., Ltd. He held the positions of deputy party secretary, president, party secretary and chairman of Sichuan Cultural Industry Investment Group Co., Ltd. He served as the general manager of the Company from July 2008 to December 2013. He served as an executive Director of the Company from September 2011 to December 2017. Mr. Luo has been the party secretary and chairman of Sichuan Xinhua Publishing and Distribution Group Co., Ltd. since December 2019. Mr. Luo graduated from the department of Chinese of Southwest Minzu University with a major in journalism, and successively completed a professional course in journalism from the faculty of arts of Southwest Minzu University and executive master of business administration program of Renmin University of China. He possesses the professional qualification as an editor and enjoys a special government subsidy granted by the State Council of the People's Republic of China.

The biography of Mr. Liu is as follows:

Liu Longzhang, aged 54, is currently the deputy party secretary, vice chairman and general manager of Sichuan Xinhua Publishing and Distribution Group Co., Ltd. He was the deputy chief of the secretary division and chief of the general division of the Committee for Economic System Reform in Dujiangyan City, Sichuan Province (四川省都江堰市經濟體制改 革委員會); the principal staff member and deputy director of the general division, director of the research division and deputy director of the Government Research Office of Sichuan Province (四川省政府研究室); party committee member and department party secretary of the General Office of Sichuan Provincial Government (四川省政府辦公廳) and director of the Government Affairs Management Office (政務服務管理辦公室); department party secretary and deputy head of the publicity department of Sichuan Provincial Committee. Mr. Liu has

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LETTER FROM THE BOARD

been the deputy party secretary, vice chairman and general manager of Sichuan Xinhua Publishing and Distribution Group Co., Ltd. since October 2020. Mr. Liu graduated from the department of philosophy of Beijing Normal University with a major in philosophy.

Save as disclosed above, each of Mr. Luo and Mr. Liu has confirmed that (i) he has not held any position in the Company or any other member of the Company; (ii) he has not held any directorship in other listed companies in the past three years; (iii) he has no relationship with any directors, supervisors, senior management, substantial or controlling shareholders of the Company; and (iv) he does not hold any interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) and has not received any punishment or regulatory sanction imposed by the China Securities Regulatory Commission (CSRC) and other relevant authorities or stock exchanges.

Save as disclosed in this circular, the Company considers that there is no information which is required to be disclosed nor is/was Mr. Luo or Mr. Liu involved in any of the matters required to be disclosed pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Rules Governing the Listing of Securities on the Stock Exchange and there is no other matter that needs to be brought to the attention of the Shareholders.

Upon the passing of the resolutions in relation to (i) the proposed appointment of Mr. Luo as an executive Director of the Company and (ii) the proposed appointment of Mr. Liu as an executive Director of the Company by the Shareholders at the 2020 AGM, the appointment of Mr. Luo as an executive Director and the appointment of Mr. Liu as an executive Director shall become immediately effective, respectively. The term of office of each of Mr. Luo and Mr. Liu shall commence from the date of the 2020 AGM until the expiry of the term of the fourth session of the Board. Each of Mr. He Zhiyong and Mr. Chen Yunhua will formally resign as an executive Director of the Company.

Upon the approval of their respective appointments, each of Mr. Luo and Mr. Liu will enter into a service contract with the Company. The emoluments of each of Mr. Luo and Mr. Liu will be determined according to the remuneration standards of the fourth session of the Board of the Company. Mr. Luo has previously signed a service contract with the Company in relation to his appointment as an executive Director of the Company in September 2011. Mr. Liu does not have any previous service contracts entered into with the Company in relation to his appointment as an executive Director of the Company. The Company will disclose details on the emoluments of Mr. Luo and Mr. Liu in its annual report.

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LETTER FROM THE BOARD

3. PROPOSED APPOINTMENT OF NON-EXECUTIVE DIRECTOR

Reference is made to the announcement of the Company dated 5 May 2021 in relation to, among other things, the proposed appointment of non-executive Director. Based on the nomination of the nomination committee of the Company and the deliberation of the Board, the Board proposed to appoint Mr. Dai as a non-executive Director.

The biography of Mr. Dai is as follows:

Dai Weidong, aged 52, is currently the deputy party secretary, vice chairman and general manager of Sichuan Cultural Industry Investment Group Co., Ltd. He served as a cadre and a staff member of the business division of the confidential bureau of Sichuan Provincial Committee, a staff member, a senior staff member and a principal staff member of the General Office of Sichuan Provincial Committee (四川省委辦公廳), deputy director and director of the secretary division of the General Office of Sichuan Provincial Committee, deputy director of the Standing Committee Office of Sichuan Provincial Committee, deputy-bureau-level confidential secretary and bureau-director-level confidential secretary of the General Office of the CPC Publicity Department, and bureau-director-level confidential secretary of the CPPCC General Office; and deputy party secretary, vice chairman and president of Sichuan Publication Group Co., Ltd. Mr. Dai has been the deputy party secretary, vice chairman and general manager of Sichuan Cultural Industry Investment Group Co., Ltd. since September 2020. Mr. Dai graduated from Sichuan University with majors in Chinese language and literature, and obtained a master's degree in politics and economics from Sichuan University.

Save as disclosed above, Mr. Dai has confirmed that (i) he has not held any position in the Company or any other member of the Company; (ii) he has not held any directorship in other listed companies in the past three years; (iii) he has no relationship with any directors, supervisors, senior management, substantial or controlling shareholders of the Company; and

1. he does not hold any interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) and has not received any punishment or regulatory sanction imposed by the CSRC and other relevant authorities or stock exchanges.

Save as disclosed in this circular, the Company considers that there is no information which is required to be disclosed nor is/was Mr. Dai involved in any of the matters required to be disclosed pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Rules Governing the Listing of Securities on the Stock Exchange and there is no other matter that needs to be brought to the attention of the Shareholders.

Upon the approval by the Shareholders at the 2020 AGM, the appointment of Mr. Dai as a non-executive Director shall become effective. The term of office of Mr. Dai shall commence from the date of the 2020 AGM until the expiry of the term of the fourth session of the Board.

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LETTER FROM THE BOARD

Upon the approval of appointment, Mr. Dai will enter into a service contract with the Company. The emolument of Mr. Dai will be determined according to the remuneration standards of the fourth session of the Board of the Company. Mr. Dai does not have any previous service contracts entered into with the Company in relation to his appointment as a non-executive Director of the Company. The Company will disclose details on the emolument of Mr. Dai in its annual report.

4. 2020 ANNUAL GENERAL MEETING

The 2020 AGM will be held at Xinhua International Hotel, No. 8 Guzhongshi Street, Qingyang District, Chengdu, Sichuan, the PRC on Friday, 21 May 2021 at 10:00 a.m. for the Shareholders to consider and, if thought fit, approve, among other things, (i) the appointment of Mr. Luo Yong as an executive Director of the Company; (ii) the appointment of Mr. Liu Longzhang as an executive Director of the Company; and (iii) the appointment of Mr. Dai Weidong as a non-executive Director of the Company.

The 2020 AGM Notice has been despatched to the Shareholders. The Supplemental 2020 AGM Notice dated 5 May 2021 is set out on pages 9 to 11 of this circular. The Supplemental 2020 AGM Notice should be read in conjunction with the 2020 AGM Notice.

The supplemental form of proxy for use at the 2020 AGM enclosed in this circular should be read in conjunction with the form of proxy despatched on 31 March 2021. Whether or not you are able to attend the meeting in person, you are requested to complete and return the applicable form of proxy and supplemental form of proxy for use at the 2020 AGM 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 2020 AGM (i.e. 10:00 a.m. on Thursday, 20 May 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 applicable form of proxy and supplemental form of proxy for use at the 2020 AGM will not preclude you from attending and voting in person at the 2020 AGM or any adjournment thereof should you so wish.

5. 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 except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Therefore, voting on all resolutions set out in the 2020 AGM Notice and the Supplemental 2020 AGM Notice at the 2020 AGM shall be taken by way of poll pursuant to Article 95 of the Articles of Association.

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LETTER FROM THE BOARD

On a poll, every Shareholder present in person or by proxy or (being a corporation) by its duly authorised representative at the 2020 AGM 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.

6. RECOMMENDATIONS

The Directors are of the opinion that the proposed (i) appointment of Mr. Luo as an executive Director of the Company; (ii) appointment of Mr. Liu as an executive director of the Company; and (iii) appointment of Mr. Dai as a non-executive director of the Company are in the interests of the Company and its Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the 2020 AGM.

7. 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.

Yours faithfully,

By order of the Board

Xinhua Winshare Publishing and Media Co., Ltd.*

He Zhiyong

Chairman

• For identification purposes only

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SUPPLEMENTAL NOTICE OF 2020 ANNUAL GENERAL MEETING

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)

SUPPLEMENTAL NOTICE OF 2020 ANNUAL GENERAL MEETING

Reference is made to the 2020 AGM Notice (the "Original Notice") dated 31 March 2021 despatched by Xinhua Winshare Publishing and Media Co., Ltd.* (the "Company") on 31 March 2021 containing the 2020 annual general meeting (the "2020 AGM") of the Company to be held at 10:00 a.m. on Friday, 21 May 2021 at Xinhua International Hotel, No. 8 Guzhongshi Street, Qingyang District, Chengdu, Sichuan, the People's Republic of China (the "PRC") and the resolutions to be considered and, if thought fit, approved at the 2020 AGM.

After the Original Notice was despatched on 31 March 2021, the Company received a written notice on 4 May 2021 from Sichuan Xinhua Publishing and Distribution Group Co., Ltd.* (四川新華出版發行集團有限公司), a controlling shareholder of the Company, proposing to add new resolutions at the 2020 AGM to consider and, if thought fit, approve the (i) appointment of Mr. Luo Yong as an executive Director of the Company; (ii) appointment of Mr. Liu Longzhang as an executive Director of the Company; and (iii) appointment of Mr. Dai Weidong as a non-executive Director of the Company. Pursuant to Article 71 of the Articles of Association of the Company, when the Company convenes a general meeting, shareholders individually or jointly holding not less than 3% of the Company's total shares have a right to submit an ex tempore proposal to the convener in writing ten (10) days prior to date of the meeting. The convener shall despatch a supplemental notice of the shareholders' general meeting and announce the contents of such ex tempore proposal within two (2) days upon receipt of the proposal. The ex tempore proposal shall fall within the terms of reference of the shareholders' general meeting and shall have a clear subject for discussion and specific issues for resolution.

For details of the above new resolutions, please refer to the announcement of the Company dated 5 May 2021 (the "Announcement"). Unless otherwise stated, capitalised terms used in this notice shall have the same meanings as those defined in the Announcement.

• For identification purposes only

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SUPPLEMENTAL NOTICE OF 2020 ANNUAL GENERAL MEETING

SUPPLEMENTAL NOTICE IS HEREBY GIVEN THAT the 2020 AGM of the Company will be held as per the date, time and place as set out in the Original Notice. And in addition to the resolutions set forth in the Original Notice, the Company will consider and, if thought fit, pass the following supplemental resolutions at the 2020 AGM:

AS ORDINARY RESOLUTIONS

1. To consider and approve the election of Mr. Luo Yong as an executive Director of the Company for a term commencing upon the conclusion of the 2020 AGM and expiring upon the expiration of the fourth session of the Board.
2. To consider and approve the election of Mr. Liu Longzhang as an executive Director of the Company for a term commencing upon the conclusion of the 2020 AGM and expiring upon the expiration of the fourth session of the Board.
3. To consider and approve the election of Mr. Dai Weidong as a non-executive Director of the Company for a term commencing upon the conclusion of the 2020 AGM and expiring upon the expiration of the fourth session of the Board.

By order of the Board

Xinhua Winshare Publishing and Media Co., Ltd.*

He Zhiyong

Chairman

Sichuan, the PRC, 5 May 2021

• For identification purposes only

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SUPPLEMENTAL NOTICE OF 2020 ANNUAL GENERAL MEETING

Notes:

1. This supplemental notice should be read in conjunction with the Original Notice.
2. Please refer to the 2020 AGM Notice for details of other resolutions to be considered and approved at the 2020 AGM, closure of register of members, qualifications and registration procedures for attending the 2020 AGM, reply slip and other related matters.
3. The Company adopts the cumulative voting method to elect Directors (including executive Directors and non-executive Directors) at the 2020 AGM.
   Cumulative voting method
   When adopting the cumulative voting method for the election of Directors proposed in Resolutions 7, 8 and 9, each Share held by a Shareholder shall have the same number of voting rights as the number of Directors to be elected. A Shareholder may exercise his/her voting rights by splitting his/her votes evenly for each of the candidates for directorship corresponding to the number of Shares he/she holds; or by casting all his/her voting rights represented by each Share held by him/her corresponding to the number of Directors to be elected for a particular candidate for directorship; or by casting a portion of his/her votes represented by each Share held by him/her corresponding to the number of Directors to be elected for a certain number of candidates for directorship.
   For example, under the cumulative voting method, the maximum number of valid voting rights that a Shareholder is entitled to cast are calculated on the basis of the total number of Shares held by such Shareholder times the number of Directors to be elected (3 persons). If such Shareholder holds 100 Shares, the maximum number of valid voting rights he can cast = 100 (the number of Shares held by him/her) x 3 = 300. The Shareholder could use his/her discretion to cast 300 votes evenly among 3 candidates, or to place all his/her votes on one particular candidate, or to split his/her votes to a number of candidates.
   Where the total number of votes cast by a Shareholder for one or several of the candidate(s) for directorship is in excess of the number of voting rights represented by the total number of Shares held by him/her, the votes cast by the Shareholder shall be invalid, and the Shareholder shall be deemed to have waived his/her voting rights. Where the total number of votes cast for one or several candidate(s) for directorship by a Shareholder is less than the number of voting rights represented by the total number of Shares held by such Shareholder, the votes cast by the Shareholder shall be valid, and the voting rights represented by the shortfall between the votes actually cast and the votes which the Shareholder is entitled to cast shall be deemed to have been waived by the Shareholder.
   Such resolution is passed when the number of votes cast in favour exceeds half of the number of voting Shares (on the basis of non-cumulative number of Shares) held by the Shareholders (including their proxies) attending the 2020 AGM.
4. If you intend to attend the 2020 AGM after reading the Original Notice, but fail to return the reply slip for attending the 2020 AGM, which was despatched on 31 March 2021 by the Company, before 4:30 p.m. on Friday, 30 April 2021, you may still attend the 2020 AGM.
5. Shareholders who are entitled to attend and vote at the 2020 AGM may appoint one or more proxies to attend and, in the event of a poll, vote on their behalf. A proxy need not be a Shareholder of the Company.
6. The supplemental form of proxy for use at the 2020 AGM enclosed in this circular should be read in conjunction with the form of proxy despatched on 31 March 2021. The proxy form must be deposited by hand or by post by the holders of H Shares of the Company to the Company's H Shares 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 2020 AGM (i.e. 10:00 a.m. on Thursday, 20 May 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. If the proxy form is signed by a person under a power of attorney or other authority, a notarially certified copy of that power of attorney or authority shall be deposited at the same time as mentioned in the proxy form. Completion and return of the applicable proxy form will not preclude you from attending and voting in person at the 2020 AGM or any adjournment thereof should you so wish.
7. The 2020 AGM is expected to last for less than half a day. Shareholders attending the 2020 AGM shall be responsible for their own traveling and accommodation expenses.
8. The head office of the Company in the PRC is as follows: No. 6 Wenxuan Road, Rongbei Shangmao Avenue,
   Jiuniu District, Chengdu, Sichuan, the PRC (Postal code: 610081).

As at the date of this notice, the Board comprises (a) Mr. He Zhiyong and Mr. Chen Yunhua as executive Directors; (b) Mr. Luo Jun, Mr. Zhang Peng and Mr. Han Xiaoming as non-executive Directors; and (c) Mr. Chan Yuk Tong, Ms. Xiao Liping and Mr. Fang Bingxi as independent non-executive Directors.

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