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X I N H U A W I N S H A R E P U B L I S H I N G A N D M E D I A C O ., LT D .

(A joint stock limited company incorporated in the People's Republic of China with limited liability)

(Stock Code: 811) NOTICE OF EXTRAORDINARY GENERAL MEETING NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the "EGM") of Xinhua Winshare Publishing and Media Co., Ltd.* (the "Company") will be held at 9:00 a.m. on Friday, 8 March 2013 at Sichuan Xinhua International Hotel, No.8 Guzhongshi Street, Chengdu, Sichuan, the PRC for the purpose of considering and, if thought fit, passing the following resolution(s):

Unless otherwise indicated, capitalized terms used herein shall have the same meanings as those defined in the circular of the Company dated 9 January 2013 in relation to the Publications Purchase Agreement.

AS ORDINARY RESOLUTIONS

"THAT

the performance and implementation of the Publications Purchase Agreement (a copy of which has been produced to the EGM and marked "A" and initialled by the chairman of the EGM for identification purpose), together with the terms and conditions thereof, the transactions contemplated thereunder and the respective proposed annual cap transaction amounts for each of the three years ended 31 December 2015 as set out in the Company's circular dated 9

January 2013 (the "Circular") (a copy of the Circular has been produced to the EGM marked "B" and initialled by the chairman of the EGM for identification purpose) be and are hereby confirmed, approved and ratified; and any one of the Directors be and are hereby authorised to execute for and on behalf of the Company all such other documents, instruments and agreements and to take all steps necessary or expedient to implement and/or give effect to the Publications Purchase Agreement."

By order of the Board

Xinhua Winshare Publishing and Media Co., Ltd.* Gong Cimin

Chairman

Sichuan, the PRC

9 January 2013

* For identification purposes only

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Notes:
1. The register of members of the Company will be closed from 6 February 2013 to 8 March 2013 (both days inclusive), during which period no transfer of shares of the Company can be registered. In order to qualify to attend and vote at the EGM, all transfer documents accompanied by the relevant share certificates must be lodged with the H share registrar of the Company, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (for holders of H shares of the Company) or the head office in the PRC of the Company (for holders of domestic shares of the Company), no later than 4:30 p.m. on 5 February 2013.
2. Shareholders who are entitled to attend and vote at the EGM may appoint one or more proxies to attend and vote on their behalves. A proxy need not be a member of the Company.
3. In order to be valid, the proxy form must be deposited by hand or post, for holders of H shares of the Company, to the H share registrar of the Company, Computershare Hong Kong Investor Services Limited at Rooms
1806-1807, 18th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong and, for holders of domestic shares of the Company, to the head office in the PRC of the Company not less than 24 hours before the time for holding the EGM 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 proxy form will not preclude shareholders from attending and voting in person at the EGM or any adjourned meetings should you so wish.
4. Shareholders or their proxies shall produce their identity documents when attending the EGM.
5. Shareholders who intend to attend the EGM should complete the reply slip and return it by hand or by post to the H share registrar of the Company (for holders of H shares of the Company) or to the head office in the PRC of the Company (for holders of the domestic shares of the Company) on or before 15 February 2013.
6. The EGM is expected to take one hour. Shareholders attending the EGM shall be responsible for their own travel and accommodation expenses.
7. The head office in the PRC of the Company is as follows: No. 6 Wenxuan Road Shang Mao Avenue, Cheng
Bei Chengdu, Sichuan 610081 The PRC.

As at the date of this notice, the board of directors of the Company comprises (a) Mr. Gong Cimin, Mr. Zhao Miao and Mr. Luo Yong as executive Directors; (b) Mr. Zhang Chengxing, Mr. Luo Jun and Mr. Zhao Junhuai as non-executive Directors; and (c) Mr. Chan Yuk Tong, Mr. Han Xiaoming and Mr. Han Liyan as independent non-executive Directors.

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