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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) (1) PROPOSED ISSUE OF A SHARES; AND (2) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY, THE RULES OF PROCEDURES AND THE INTERNAL RULES AND ADOPTION OF THE NEW INTERNAL RULES OF THE COMPANY THE PROPOSED A SHARE ISSUE

The Board is pleased to announce that at a meeting of the Board held on 16 January 2013, the Company proposed to apply to the CSRC and other relevant regulatory authorities for the issue of not more than 98,710,000 A Shares with a nominal value of RMB1.00 per A Share to the target investors on the Shanghai Stock Exchange. The A Share Issue will be subject to the approval by the Shareholders at the EGM and the Class Meetings, as well as the approvals by the CSRC and other relevant regulatory authorities.

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCI ATION OF THE COMPANY, THE RULES OF PROCEDURES AND THE INTERNAL RULES AND ADOPTION OF THE NEW INTERNAL RULES OF THE COMPANY

To comply with the applicable PRC laws and regulations in relation to the A Share Issue, the Company proposed to amend the Articles of Association, the Rules of Procedures and the Internal Rules and to adopt the New Internal Rules.
Amendments to the Articles of Association, the general meeting rules, board meeting rules, supervisory committee meeting rules and connected transaction system are subject to Shareholders' approval at the EGM, and special resolutions to consider and approve the amendments to the Articles of Association and the said Rules of Procedures will be proposed at the EGM whilst ordinary resolutions to consider and approve the amendments to the connected transaction system will be proposed at the EGM. The proposed amendments to the Articles of Association are subject to the obtaining of any required approval or endorsement from or registration with the relevant regulatory authorities, and shall come into effect upon approval by the CSRC and completion of the A Share Issue. The proposed amendments to all the Rules of Procedures and the Internal Rules shall come into effect upon completion of the A Share Issue.
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Adoption of the working system of the independent Directors and the management approach for external security are subject to Shareholders' approval at the EGM, and ordinary resolutions to consider and approve the adoption of the said New Internal Rules will be proposed at the EGM. The proposed adoption of all the New Internal Rules shall come into effect upon completion of the A Share Issue.
Details regard the proposed amendments to the Articles of Association, the Rules of Procedures and the Internal Rules; and the proposed adoption of the New Internal Rules will be set out in the circular to be dispatched to the Shareholders.

General

The Company will convene the EGM for the purpose of, among other things, seeking Shareholders' approval on the proposed A Share Issue, the proposed amendments to the Articles of Association, the relevant Rules of Procedures and the relevant Internal Rules; and the proposed adoption of the relevant New Internal Rules. Respective Class Meetings will also be convened for the purpose of seeking the approvals on the proposed A Share Issue by the Shareholders of the Domestic Shares and H Shares.
A circular containing, among other things, further details of the A Share Issue, the proposed amendments to the Articles of Association, the Rules of Procedures and the Internal Rules; and the proposed adoption of the New Internal Rules will be dispatched to the Shareholders as soon as practicable in accordance with the requirements of the Listing Rules.

There is no assurance that the proposed A Share Issue will proceed to completion. Shareholders and potential investors are advised to exercise caution in dealings in the H Shares. Further details about the proposed A Share Issue will be disclosed by the Company in due course in accordance with the Listing Rules. THE PROPOSED A SHARE ISSUE

The Board is pleased to announce that at a meeting of the Board held on 16 January 2013, the Company proposed to apply to the CSRC and other relevant regulatory authorities for the issue of not more than 98,710,000 A Shares with a nominal value of RMB1.00 per A Share to the target investors on the Shanghai Stock Exchange. The A Share Issue will be subject to the approval by the Shareholders at the EGM, as well as the approvals by the CSRC and other relevant regulatory authorities.
The details of the A Share Issue are set out as follows: (i) Class of shares: A Shares
(ii) Nominal value: RMB1.00 each
(iii) Number of A Shares proposed to be issued:
Not more than 98,710,000 A Shares.
The number of A Shares proposed to be issued shall be subject to the approval by the CSRC, and be confirmed by the Board in accordance with the authorization to be granted at the EGM after considering the market conditions and other factors and consulting the lead underwriter.
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(iv) Target persons for the issue: Qualified participants in the price consultation process; the individuals, legal persons and other investors within the PRC which have established A share accounts with China Securities Depository and Clearing Corporation L i m i t e d S h a n g h a i B r a n c h ( ex c e p t t h o s e p r o h i b i t e d by the PRC laws and administrative regulations and other regulatory requirements to which the Company is subject); and other targets persons as approved by the CSRC.
(v) Price determination method: The issue price will be determined based on the results of price consultations with qualified participants in the price consultation process and the market conditions; or other price determination method as approved by the CSRC.
(vi) Issuing method: By a combination of conducting offline placing inquiry to the participants in the price consultation process and share issue by way of online subscription pricing method, or other ways of issue as approved by the CSRC
(vii) Proposed stock exchange for listing:
Shanghai Stock Exchange
(viii) Arrangement for listing of A Shares:
Upon completion of the A Share Issue, all A Shares (including the existing domestic Shares and A Shares to be issued under the A Share Issue) will be applied for listing on the Shanghai Stock Exchange, and such A Shares will comply with the lock-up period requirements under the relevant laws and regulations.
(ix) Proposed date of listing of A Shares:
Subject to the approvals from the CSRC and Shanghai Stock Exchange, the date of listing shall be determined by the Board after consultation with the lead underwriter and other regulatory authorities
(x) Plan of distribution of
accumulated undistributed
profits before the A Share Issue:
The accumulated undistributed profits of the Company prior to the completion of the A Share Issue shall be entitled to all new and existing Shareholders in proportion to their respective shareholdings after the A Share Issue.
(xi) Rights attaching to the A Shares: The A Shares, unless otherwise provided by applicable laws, regulations, the Listing Rules and other regulatory documents, shall carry the same rights as the Company's existing domestic Shares and H Shares.
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(xii) Transfer of state-owned Shares: According to the "Partial Transfer of State-owned Shares to the National Social Security Fund in the Domestic Securities Market Implementation Measures" (Cai Qi [2009] No. 94) (

([2009]94)), the state- owned Shareholders of the Company shall transfer part of their holding of state-owned Shares to the extent of 10% of the actual amount of shares issued under the A Share Issue of the Company to the National Council for Social Security Fund (NCSSF) () in accordance with relevant state regulations.

Use of proceeds

After deducting the expenses incurred in the A Share Issue, the Company intends to apply the proceeds in the following projects with an estimated total investment amount of approximately RMB1,418,000,000:
(a) Service platform of education cloud project (x**ltJf.:l'Éj§) with an estimated total investment amount of RMB420,000,000, out of which RMB400,000,000 is intended to be funded by the proceeds from the A Share Issue;
(b) Retail shops upgrading and expansion project (