Poly Culture : NOTICE OF THE 2019 FIRST EXTRAORDINARY GENERAL MEETING

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.

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

(Stock Code: 3636)

NOTICE OF THE 2019 FIRST EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2019 first extraordinary general meeting (the "Extraordinary General Meeting") of Poly Culture Group Corporation Limited (the "Company") will be held at 2:30 p.m. on Friday, 20 December 2019 at the Meeting Room, 29/F, New Poly Plaza, 1 North Street of Chaoyangmen, Dongcheng District, Beijing, PRC to consider and, if thought fit, to pass the following ordinary resolutions:

Ordinary Resolutions

1. To consider and approve the renewal of continuing connected transactions contemplated under the New Cinema Box Office Income Sharing Framework Agreement and the proposed annual caps for 2020, 2021 and 2022
2. To consider and approve the continuing connected transactions contemplated under the Property Lease Framework Agreement and the proposed annual caps for 2020, 2021 and 2022

By order of the Board of Directors

Poly Culture Group Corporation Limited

Xu Niansha

Chairman

Beijing, the PRC

5 November 2019

Notes:

1. CLOSURE OF REGISTER OF MEMBERS, ELIGIBILITY FOR ATTENDING THE EXTRAORDINARY GENERAL MEETING

Holders of H shares of the Company are advised that the register of members for H shares will be closed from Wednesday, 20 November 2019 to Friday, 20 December 2019 (both days inclusive). Shareholders whose names appear on the register of members of the Company on Friday, 20 December 2019 are entitled to attend and vote at the Extraordinary General Meeting. Holders of H shares of the Company who wish to attend the Extraordinary General Meeting but have not registered the transfer documents are required to deposit the transfer documents together with the relevant share certificates at the H share registrar of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong no later than 4:30 p.m. on Tuesday, 19 November 2019.

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1. PROXY
   Shareholders entitled to attend and vote at the Extraordinary General Meeting may appoint one or more proxies to attend and vote in their stand. A proxy need not be a shareholder of the Company.
   The instrument appointing a proxy must be in writing under the hand of a shareholder or his/her attorney duly authorized in writing. If the shareholder is a corporate body, the proxy form dispatched thereto by the Company on 5 November 2019 (the "Proxy Form") must be either executed under its common seal or under the hand of its legal representative(s) or director(s) or duly authorized attorney(s). If the Proxy Form is signed by an attorney of the shareholder, the power of attorney authorizing that attorney to sign or other authorizations document must be notarized.
   For holders of H shares, the Proxy Form together with the power of attorney or other authorization document (if any) must be lodged at the H share registrar of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong in person or by post not less than 24 hours before the time fixed for holding the Extraordinary General Meeting or any adjournment thereof (as the case may be). Shareholders can still attend and vote in person at the Extraordinary General Meeting upon completion and return of the Proxy Form if so wish.
2. REPLY SLIP
   Holders of H shares who intend to attend the Extraordinary General Meeting in person or by proxy should return the reply slip to the H share registrar of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong on or before Saturday, 30 November 2019.
3. CONTACT DETAILS OF THE COMPANY
   Contact Address: District A, 20/F, 1 North Street of Chaoyangmen, Dongcheng District, Beijing, PRC
   Postal code: 100010
   Contact Person: Wang Wei
   Contact Telephone: (86 10) 6408 2711
   Contact Fax: (86 10) 6408 2662
4. PROCEDURES FOR VOTING AT THE EXTRAORDINARY GENERAL MEETING
   According to Rule 13.39(4) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, any vote of shareholders at the Extraordinary General Meeting must be taken by poll.
5. OTHER BUSINESS
   The Extraordinary General Meeting is expected to last for approximately half a day. Shareholders (in person or by proxy) attending the Extraordinary General Meeting are responsible for their own transportation and accommodation expenses.
   Shareholders or their proxies attending the Extraordinary General Meeting shall produce their identity documents.

As at the date of this announcement, the executive directors of the Company are Mr. Xu Niansha, Mr. Zhang Xi, Mr. Jiang Yingchun and Mr. Li Weiqiang, the non-executive directors are Mr. Huang Geming and Mr. Wang Keling, and the independent non-executive directors are Mr. Li Boqian, Ms. Li Xiaohui and Mr. Yip Wai Ming.

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