A8 New Media : MAJOR DISPOSAL - DISPOSAL OF INTEREST IN THE TARGET PURSUANT TO EXERCISE OF EQUITY PURCHASE RIGHT

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 or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in A8 New Media Group Limited ("Company"), you should at once hand this circular to the purchaser, the transferee or to the bank, licensed securities dealer or registered institution in securities or other agent 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.

A8 New Media Group Limited

A8新媒體集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 800)

MAJOR DISPOSAL -

DISPOSAL OF INTEREST IN THE TARGET PURSUANT TO

EXERCISE OF EQUITY PURCHASE RIGHT

Terms used in this cover shall have the same meaning as defined in this circular.

A letter from the Board is set out on pages 4 to 15 of this circular.

The transaction being the subject matter of this circular has been approved by written shareholders' approval pursuant to the Listing Rules and this circular is being despatched to the Shareholders for information only.

5 June 2019

	CONTENTS
		page
Definitions . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Appendix I	- Financial information of the Group . . . . . . . . . . . . . . . . . . . . .	I-1
Appendix II	- General information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	II-1

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DEFINITIONS

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

"2017 Acquisitions"	the acquisitions of an aggregate of 5% equity interest in the
	Target by the Group from certain Independent Third Parties
	in December 2017, details of which are set out in the 2017
	Announcement
"2017 Capital Contribution"	the injection of RMB30,000,000 by the Group into the
	Target as its registered capital and capital reserve in
	October 2017 whereby the Target was held as to 5% by the
	Group immediately after such injection, details of which
	are set out in the 2017 Announcement
"2017 Capital Increase	the capital increase supplemental agreement dated 17
Supplemental Agreement"	October 2017 entered into between, among others, Yunhai
	Qingtian, the Target and the Founders in relation to, among
	other matters, the operation and management of the Target,
	particulars of which are set out in the 2017 Announcement
"2017 Equity Compensation"	the acquisition of an aggregate of 5.96% equity interest in
	the Target by the Group from the Founders at a
	consideration of RMB1 as the Equity Compensation in July
	2018, details of which are set out in the 2018 September
	Announcement
"2017 Equity Transfer	the equity transfer supplemental agreement dated 18
Supplemental Agreement"	December 2017 entered into by and among Yunhai
	Qingtian, the Founders and the Target, particulars of which
	are set out in the 2017 Announcement
"2018 Acquisitions"	the acquisitions of an aggregate of 13.56% equity interest
	in the Target by the Group from certain Independent Third
	Parties in March 2018, details of which are set out in the
	2018 March Announcement
"2018 Equity Transfer	the equity transfer supplemental agreement dated 13 March
Supplemental Agreement"	2018 entered into by and among Yunhai Qingtian, the
	Founders and the Target, particulars of which are set out in
	the 2018 March Announcement
"Announcement"	the announcement of the Company dated 25 March 2019
	regarding, among other things, cash compensation in
	respect of non-fulfilment of performance guarantee and the
	Disposal pursuant to exercise of the Equity Purchase Right

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	DEFINITIONS
"Board"	the board of the Directors
"Company"	A8 New Media Group Limited (A8新媒體集團有限公司),
	a company incorporated in the Cayman Islands with
	limited liability, the issued Shares of which are listed on
	the Main Board of the Stock Exchange (Stock Code: 800)
"connected person(s)"	has the meaning ascribed to it under the Listing Rules
"Director(s)"	the director(s) of the Company
"Disposal"	the disposal of an aggregate of 23.56% equity interest in
	the Target by the Group to the Founders by way of exercise
	of the Equity Purchase Right under the Exercise Notice
"Founder A"	劉澤文 (Ms. Liu Zewen), the spouse of Founder B
"Founder B"	張金勝 (Mr. Zhang Jinsheng), the spouse of Founder A
"Group"	the Company and its subsidiaries
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong"	the Hong Kong Special Administrative Region of the PRC
"Independent Third Party(ies)"	third party(ies) independent of the Company and its
	connected persons
"Latest Practicable Date"	31 May 2019, being the latest practicable date prior to the
	printing of this circular for the purpose of ascertaining
	certain information for inclusion in this circular
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange
"PRC"	the People's Republic of China (excluding, for the
	purposes of this circular, Hong Kong, the Macau Special
	Administrative Region of the PRC and Taiwan)
"RMB"	Renminbi, the lawful currency of the PRC
"Share(s)"	ordinary share(s) of HK$0.01 each in the share capital of
	the Company
"Shareholder(s)"	holder(s) of the Shares

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	DEFINITIONS
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Target"	藍藍藍藍影視傳媒(天津)有限公司 (Lanlanlanlan Film &
	Television Media (Tianjin) Co., Ltd.*), a company
	established in the PRC with limited liability
"Target Group"	the Target and its subsidiaries
"Yunhai Qingtian"	深圳市雲海情天文化傳播有限公司 (Shenzhen Yunhai
	Qingtian Cultural Broadcasting Co., Ltd.*), a company
	established in the PRC with limited liability and a
	wholly-owned subsidiary of the Company
"%"	per cent

In this circular, amounts denominated in RMB have been converted into HK$ at the rate of RMB0.85=HK$1.00 for the purpose of illustration. Such Exchange rate is for illustration purpose only and does not constitute representations that any amount in RMB or HK$, could have been or may be converted at such rate.

For ease of reference, the names of the PRC entities (including certain of our subsidiaries) have been included in this circular in both the Chinese and English languages and in the event of any inconsistency, the Chinese version shall prevail. English translation of company names in Chinese or another language which are marked with "*" is for identification purposes only.

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