PDF《A8 New Media Group Limited》

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in A8 New Media Group Limited ( Company ), you should at once hand this circular to the purchaser, the transferee or to the bank, licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular. A8 New Media Group Limited A8新媒体集团有限公司 (Incorporated in the Cayman Islands with limited liability) (Stock Code: 800) MAJOR DISPOSAL C DISPOSAL OF INTEREST IN THE TARGET PURSUANT TO EXERCISE OF EQUITY PURCHASE RIGHT Terms used in this cover shall have the same meaning as defined in this circular. A letter from the Board is set out on pages

4 to

15 of this circular. The transaction being the subject matter of this circular has been approved by written shareholders'

approval pursuant to the Listing Rules and this circular is being despatched to the Shareholders for information only. THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

5 June

2019 page Definitions

1 Letter from the Board

4 Appendix I C Financial information of the Group I-1 Appendix II C General information II-1 CONTENTS C i C In this circular, unless the context otherwise requires, the following expressions have the following meanings:

2017 Acquisitions the acquisitions of an aggregate of 5% equity interest in the Target by the Group from certain Independent Third Parties in December 2017, details of which are set out in the

2017 Announcement

2017 Capital Contribution the injection of RMB30,000,000 by the Group into the Target as its registered capital and capital reserve in October

2017 whereby the Target was held as to 5% by the Group immediately after such injection, details of which are set out in the

2017 Announcement

2017 Capital Increase Supplemental Agreement the capital increase supplemental agreement dated

17 October

2017 entered into between, among others, Yunhai Qingtian, the Target and the Founders in relation to, among other matters, the operation and management of the Target, particulars of which are set out in the

2017 Announcement

2017 Equity Compensation the acquisition of an aggregate of 5.96% equity interest in the Target by the Group from the Founders at a consideration of RMB1 as the Equity Compensation in July 2018, details of which are set out in the

2018 September Announcement

2017 Equity Transfer Supplemental Agreement the equity transfer supplemental agreement dated

18 December

2017 entered into by and among Yunhai Qingtian, the Founders and the Target, particulars of which are set out in the

2017 Announcement

2018 Acquisitions the acquisitions of an aggregate of 13.56% equity interest in the Target by the Group from certain Independent Third Parties in March 2018, details of which are set out in the

2018 March Announcement

2018 Equity Transfer Supplemental Agreement the equity transfer supplemental agreement dated