อശ˖৐̈وෂదٰ΅Ϟࠢʮ̡

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)

FORM OF PROXY FOR 2021 ANNUAL GENERAL MEETING TO BE HELD ON 24 MAY 2022

(FOR H SHAREHOLDERS)

Number of shares to which this form of proxy relates(Note1)

I/We, (Note 2)

of (address)

being the holder(s) of

H shares (Note 3)of RMB1.00 each in the share capital of Xinhua Winshare Publishing and Media Co., Ltd.* (the "Company"), hereby appoint the Chairman of the meetingor of (address)

(Note 4)

as my/our proxy(ies) to attend the 2021 annual general meeting (the "2021 AGM") of the Company to be held at 10:00 a.m. on Tuesday, 24 May 2022 at Xinhua International Hotel, No.8 Guzhongshi Street, Qingyang District, Chengdu, Sichuan, the People's Republic of China ("PRC") or any adjournment thereof and to vote at such meeting or at any adjournment thereof in respect of the resolutions set out in the notice of 2021 AGM as hereunder indicated on behalf of me/us, or if no such indication is given, as my/our proxy(ies) thinks fit.

FOR(Note 5)

AGAINST(Note 5)

ABSTAIN(Note 5)

Dated this day of 2022

Signature(s)

(Note 6)

Notes:

ORDINARY RESOLUTIONS

  • 1. To consider and approve the report of the Board of Directors (the "Board")

  • of the Company for the year ended 31 December 2021.

  • 2. To consider and approve the audited financial statements and the report of the independent auditors of the Company for the year ended 31 December 2021.

  • 3. To consider and approve the 2021 annual report of the Company.

  • 4. To consider and approve the profit distribution plan of the Company and payment of final dividend for the year ended 31 December 2021.

  • 5. To consider and approve the re-appointment of Deloitte Touche Tohmatsu Certified Public Accountants LLP as the auditors and internal control auditor of the Company for the year 2022 with a term ending at the conclusion of the next annual general meeting of the Company following the 2021 AGM, and to authorise the Board to fix the remunerations of the auditors and internal control auditor.

  • 6. To consider and approve the report of the Supervisory Committee of the Company for the year ended 31 December 2021.

  • 7. To consider and approve the election of Mr. Lau Tsz Bun as an independent non-executive Director of the Company for a term commencing upon the conclusion of the 2021 AGM and expiring upon the expiration of the fifth session of the Board of the Company.

1.

Please insert the number of shares of the Company registered in your name(s) to which this proxy relates. If a number is inserted, this form of proxy will be deemed to relate only to those

shares. If no number is inserted, the form of proxy will be deemed to relate to all shares of the Company registered in your name(s) (whether alone or jointly with others).

2.

Please insert the full name(s) and address(es) as registered in the H share register of members of the Company in BLOCK LETTERS.

3.

Please insert the number of shares of the Company registered in your name(s).

4.

If any proxy other than the Chairman of the meeting of the Company is preferred, please strike out the words "the Chairman of the meeting or" and insert the name of the proxy desired

in the space provided. A shareholder may appoint one or more proxies to attend and vote on his/her behalf. A proxy need not be a Shareholder of the Company. Any alteration made to

this form of proxy must be initialled by the person who signs it.

5.

Important: If you wish to vote for any resolution, please put a tick in the box marked "FOR" or insert the number of shares held by you. If you wish to vote against any resolution, please

put a tick in the box marked "AGAINST" or insert the number of shares held by you. If you wish to cast a vote of abstention in respect of any resolution, please put a tick in the box marked

"ABSTAIN" or insert the number of shares held by you. If no direction is given, your proxy may vote as he/she thinks fit.

6.

This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either executed under its common seal or under the hand

of its director or attorney or other officer duly authorised. In case of joint holders, this form of proxy must be signed by the shareholder whose name stands first in the register of members

of the Company.

7.

If an attending Shareholder or proxy casts a vote of abstention or abstains from voting in respect of a resolution, the Share(s) represented by that Shareholder or proxy will be regarded

as valid votes when the Company counts the votes with respect to that resolution.

8.

To be valid, this form of proxy and, if such proxy is signed by a person on behalf of the appointer pursuant to a power of attorney or other authority, a notarially certified copy of that

power of attorney or other authority must be delivered to the Company's Hong Kong H share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre,

183 Queen's Road East, Wanchai, Hong Kong no later than 24 hours before the time appointed for the holding of the 2021 AGM (i.e. 10:00 a.m. on Monday, 23 May 2022) or no later

than 24 hours before the time for the holding of any adjournment thereof or no later than 24 hours before the time appointed for taking the poll.

9.

In the case of joint holders of shares of the Company, any one of such holders may vote at the 2021 AGM either in person or by proxy in respect of such shares as if he/she was solely

entitled thereto. However, if more than one of such joint holders are present at the 2021 AGM in person or by proxy, then one of such holders whose name stands first in the register of

members of the Company shall alone be entitled to vote. In the event that a shareholder appoints more than one proxy to attend the 2021 AGM, such proxies may only exercise their voting

rights in a poll.

10.

The description of the resolutions in this form is by way of summary only. Please refer to the notice of the 2021 AGM dated 1 April 2022 for the full text of these resolutions.

*

For identification purpose only

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Xinhua Winshare Publishing and Media Co. Ltd. published this content on 01 April 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 01 April 2022 10:12:01 UTC.