Xinhua News Media : PLACING OF NEW SHARES UNDER GENERAL MANDATE

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

This announcement appears for information only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of the Company.

XINHUA NEWS MEDIA HOLDINGS LIMITED

新華通訊頻媒控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 309)

PLACING OF NEW SHARES UNDER GENERAL MANDATE

Placing Agent

ASA SECURITIES LIMITED

On 17 August 2020 (after trading hours), the Company entered into the Placing Agreement with the Placing Agent pursuant to which the Placing Agent agreed to place as the Company's placing agent on a best effort basis the Placing Shares up to 324,130,204 new Shares at the Placing Price of HK$0.0882 per Placing Share.

The Placing Shares represent approximately 19.34% of the existing total number of issued shares of the Company as at the date of this announcement, and approximately 16.21% of the total number of issued shares of the Company as enlarged by the allotment and issue of the Placing Shares in full.

The maximum gross proceeds of the Placing will amount to approximately HK$28,588,283. The maximum net proceeds from the Placing, after deduction of the Placing commission and other related expenses, are estimated to be approximately HK$27,916,518.

As the Placing may or may not proceed, shareholders of the Company and potential investors are advised to exercise caution when dealing in the Shares.

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The Board is pleased to announce that on 17 August 2020 (after trading hours), the Company entered into the Placing Agreement with the Placing Agent pursuant to which the Placing Agent agreed to place as the Company's placing agent on a best effort basis the Placing Shares up to 324,130,204 new Shares at the Placing Price of HK$0.0882 per Placing Share.

THE PLACING AGREEMENT

The principal terms and conditions of the Placing Agreement are as follows:

Date

17 August 2020 (after trading hours)

Issuer

The Company

Placing Agent and Fees

ASA Securities Limited. To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, the Placing Agent and whose ultimate beneficial owners are Independent Third Parties.

The Placing Agent has conditionally agreed to place a maximum of 324,130,204 Placing Shares on a best endeavor basis and it will charge the Company a placing commission of 2% of the aggregate Placing Price for the Placing Shares successfully placed by the Placing Agent in accordance with the terms of the Placing Agreement. The Placing commission was negotiated on an arm's length basis between the Company and the Placing Agent. Having considered the Placing Price and the terms of the Placing, the Directors are of the view that the placing commission is fair and reasonable.

Placees

Pursuant to the Placing Agreement, the Placing Agent will procure the Placing Shares to be placed to not less than six Placees, which will be individuals, corporate and/or institutional investors on a best efforts basis. The Placing Agent will also use its reasonable endeavours to ensure that the Placees and their respective ultimate beneficial owners will be Independent Third Parties, and that none of the Placees will, immediately upon completion of the Placing, become a substantial shareholder of the Company.

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Number of Placing Shares

The maximum number of 324,130,204 new Shares to be placed, representing (i) approximately 19.34% of the existing total number of issued shares of the Company as at the date of this announcement, and (ii) approximately 16.21% of the total number of issued shares of the Company as enlarged by the allotment and issue of the Placing Shares in full.

The aggregate nominal value of all Placing Shares amounts to HK$3,241,302.

Placing Price

The Placing Price of HK$0.0882 represents:

1. a discount of approximately 11.80% to the closing price of HK$0.100 per Share as quoted on the Stock Exchange on the date of the Placing Agreement; and
2. a discount of approximately 15.03% to the average closing price of HK$0.1038 per Share as quoted on the Stock Exchange for the last five consecutive trading days immediately prior to the date of the Placing Agreement.

The Placing Price was determined with reference to the prevailing market price and the recent trading volume of the Shares and was negotiated on an arm's length basis between the Company and the Placing Agent. The net issue price per Placing Share (after deduction of the Placing commission and other related expenses as described below) is approximately HK$0.0861, assuming that the Placing is completed in full.

Ranking of the Placing Shares

The Placing Shares, when allotted and issued, will rank pari passu in all respects with the other existing Shares in issue on the date of allotment and issue of the Placing Shares.

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Condition of the Placing

Completion of the Placing is conditional upon the following conditions:

1. the Stock Exchange granting approval for the listing of and permission to deal in the Placing Shares;
2. the obligations of the Placing Agent under the Placing Agreement not being terminated in accordance with its terms;
3. all necessary written consents and approvals (if any) from the relevant authorities in respect of the Placing having been obtained by the Company, if applicable; and
4. all the representations and warranties given under the Placing Agreement remaining true and accurate and not misleading at Completion as if repeated at Completion and at all times between the date of the Placing Agreement and Completion.

If the foregoing condition is not fulfilled on or prior to 26 August 2020 (or such later date as may be agreed between the Company and the Placing Agent), the Placing Agreement shall terminate and none of the parties to the Placing Agreement shall have any claim against the other for any costs or losses (save for any prior breaches of the Placing Agreement).

Completion of the Placing

Completion of the Placing shall take place on the second Business Day after the fulfilment of the condition of the Placing as aforesaid, or such other date as the Company and the Placing Agent may agree in writing.

General Mandate to issue the Placing Shares

The Placing Shares will be allotted and issued under the General Mandate. Pursuant to the General Mandate, the Directors are authorized to issue and allot up to 335,173,959 Shares. The Company has not exercised the power to allot and issue new Shares pursuant to such mandate prior to the date of the Placing Agreement. Therefore, the issue of the Placing Shares is not subject to approval of the Shareholders.

Application for listing

The Company will apply to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Placing Shares as soon as practicable.

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Termination of the Placing Agreement

After consultation with the Company and in the reasonable opinion of the Placing Agent that the success of the Placing or the business or financial prospects of the Group would or might be adversely affected by any of the following events, then the Placing Agent may terminate this Agreement without liability to the Company by giving notice in writing to the Company prior to 10:00 a.m. on the Completion Date:

1. any material breach of any of the representations and warranties; or
2. any of the following events:
3. 1. the introduction of any new law or regulation or any change in existing laws or regulations or change in the interpretation or application thereof; or
   2. any suspension in dealings in or the listing of the Shares on the Stock Exchange for a period of more than 5 trading days (other than in connection with the Placing and any announcement of the Company); or
   3. the occurrence of any event, development or change of a political, military, industrial, financial, economic or other nature, whether or not sui generis with any of the foregoing, resulting in a material adverse change in, or which might be expected to result in a material adverse change in, political, economic or stock market conditions; or
   4. the imposition of any moratorium, suspension or material restriction on trading in securities generally on the Stock Exchange; or
   5. a change or development involving a prospective change in taxation in Hong Kong, Bermuda or elsewhere or the implementation of exchange controls which shall or might materially and adversely affect the Group (as a whole) or its present or prospective shareholders in their capacity as such; or
   6. any change or deterioration in the conditions of local, national or international securities markets occurs.

Upon termination of the Placing Agreement, none of the parties hereto shall have any rights or claims against the other party in respect of any matter or thing arising out of or in connection with the Placing Agreement save in respect of those already accrued prior to such termination.

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REASONS FOR THE PLACING

The Directors (including the Independent Non-Executive Directors) are of the view that the Placing represents an opportunity to raise additional capital for the Group and to broaden its shareholders' base, which is in the interests of the Group and the shareholders of the Company as a whole.

The Directors (including the Independent Non-Executive Directors) consider that the terms of the Placing Agreement and the transactions contemplated thereunder (including the Placing), including the Placing Price and the Placing fees payable to the Placing Agent, are fair and reasonable based on the current market conditions, and are in the interests of the Group and the shareholders of the Company as a whole.

USE OF PROCEEDS

The maximum gross proceeds of the Placing will amount to approximately HK$28,588,283. The maximum net proceeds from the Placing, after deduction of the Placing commission and other related expenses, are estimated to be approximately HK$27,916,518. The net proceeds of the Placing are intended for general working capital.

FUND RAISING ACTIVITIES BY THE COMPANY IN THE PAST TWELVE MONTHS

The Directors confirm that the Company has not conducted any fund raising activities involving the issue of its equity securities in the 12 months immediately preceding the date of this announcement.

CHANGES IN SHAREHOLDING STRUCTURE OF THE COMPANY

The following table sets out the shareholding structure of the Company (i) as at the date of this announcement, and (ii) immediately after completion of the Placing, assuming that all of the 324,130,204 Placing Shares will be placed in full and no further Shares will be issued or repurchased before completion of the Placing.

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	As at the date of	Immediately upon
	this announcement	completion of the Placing
	Number of	Approximate %	Number of	Approximate %
	Shares	of shareholding	Shares	of shareholding
Substantial Shareholders
Zheng Xiandeng	214,681,040		12.81%		214,681,040		10.73%
Symphony Investments
Holdings Limited (Note 1)	204,042,000		12.18%		204,042,000		10.20%
WKI Partners Holdings Limited
(Note 2)	179,315,000		10.70%		179,315,000		8.97%
Mr. Tsui Kwok Hing (Note 3)	148,871,000		8.88%		148,871,000		7.44%
Other Public Shareholders
Placees	-	-	324,130,204		16.21%
Other public shareholders	928,960,756		55.43%		928,960,756		46.45%
	1,675,869,796		100.00%		2,000,000,000		100.00%

Note 1: Symphony Investments Holdings Limited is wholly owned by Mr. Chen Ming. Accordingly, Mr. Chen Ming is deemed to be interested in such Shares under Part XV of the SFO.

Note 2: WKI Partners Holdings Limited is wholly owned by Brave Venture Limited. Brave Venture Limited is wholly owned by WKI Hong Kong Limited. WKI Hong Kong Limited is wholly owned by WKI GP Limited. Accordingly, each of WKI Partners (Holdings) Limited, Brave Venture Limited, WKI Hong Kong Limited, WKI GP Limited was deemed to be interested in such Shares under Part XV of SFO.

Note 3: Mr. Tsui Kwok Hing, an executive Director of the Company, is beneficially interested in 69,109,090 Shares and is deemed to be interested in 79,681,040 Shares through interest of his spouse, Ms. Budirahaju Lita, who personally and beneficially owned the said Shares.

DEFINITIONS

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

"Board"	means the board of Directors
"Business Day"	means any day (excluding Saturdays, Sundays, public
	holidays and days on which a tropical cyclone warning No. 8
	or above or a "black rainstorm warning signal" is hoisted in
	Hong Kong at any time between 9:00 a.m. and 5:00 p.m.) on
	which licensed banks generally are open for general banking
	business in Hong Kong

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"Company"	means Xinhua News Media Holdings Limited (新華通訊頻
	媒控股有限公司), a limited company incorporated in the
	Cayman Islands and whose Shares are listed on Main Board
	(stock code: 309)
"Completion"	means completion of the Placing in accordance with the
	Placing Agreement
"Director(s)"	means the director(s) of the Company
"General mandate"	means the general mandate granted to the Board by the
	shareholders of the Company by ordinary resolution passed
	at the extraordinary general meeting of the Company held
	on 26 September 2019 to allot, issue and deal with new
	Shares up to a maximum of 20% of the aggregate nominal
	amount of the issued share capital of the Company as at the
	date thereof
"Group"	means the Company and its subsidiaries
"HK$"	means Hong Kong Dollars, the lawful currency of Hong
	Kong
"Hong Kong"	means the Hong Kong Special Administrative Region of the
	People's Republic of China
"Independent Third	means party(ies) who are independent of and not connected
Party(ies)"	with or acting in concert (as defined under the Codes of
	Takeovers and Mergers and Share Buy-backs of Hong Kong)
	with, the Company, any of its connected persons (as defined
	under the Listing Rules) or any of their respective associates
	(as defined under the Listing Rules)
"Listing Rules"	means the Rules Governing the Listing of Securities on the
	Stock Exchange
"Placee(s)"	means the subscriber(s) of the Placing shares which the
	Placing Agent will procure on a best effort basis pursuant to
	and in accordance with the Placing Agreement

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"Placing"	means the placing of up to a total of 324,130,204 new Shares
	to be allotted and issued pursuant to the terms and subject to
	the conditions of the Placing Agreement
"Placing Agent"	means ASA Securities Limited, a licensed corporation
	incorporated in Hong Kong to carry out Type 1 (dealing in
	securities), Type 2 (dealing in futures contracts) and Type 4
	(advising on securities) regulated activities for the purpose
	of the SFO
"Placing Agreement"	means the placing agreement dated 17 August 2020 entered
	into between the Company and the Placing Agent in relation
	to the Placing
"Placing Price"	means HK$0.0882 per Placing Share
"Placing Share(s)"	means a maximum of 324,130,204 new Shares to be placed
	under the Placing and pursuant to the Placing Agreement
"SFO"	means the Securities and Futures Ordinance (Chapter 571 of
	the Laws of Hong Kong)
"Share(s)"	means ordinary share(s) of nominal value of HK$0.01 each
	in the share capital of the Company
"Shareholder(s)"	means holder(s) of the Shares
"Stock Exchange"	means The Stock Exchange of Hong Kong Limited
"%"	means per cent.
	By order of the Board
	Xinhua News Media Holdings Limited
	Fu Jun
	Chief Executive Officer and Executive Director
Hong Kong, 17 August 2020

As at the date of this announcement, the Board comprises four executive Directors, namely, Mr. Lo Kou Hong, Mr. Fu Jun, Mr. Tsui Kwok Hing and Mr. Leung Cheung Hang; and three independent non-executive Directors, namely, Mr. Wang Qi, Mr. Tsang Chi Hon and Mr. Wong Hon Kit.

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