PDF《A8 New Media Group Limited》

13 March

2018 entered into by and among Yunhai Qingtian, the Founders and the Target, particulars of which are set out in the

2018 March Announcement Announcement the announcement of the Company dated

25 March

2019 regarding, among other things, cash compensation in respect of non-fulfilment of performance guarantee and the Disposal pursuant to exercise of the Equity Purchase Right DEFINITIONS C

1 C Board the board of the Directors Company A8 New Media Group Limited (A8新媒体集团有限公司), a company incorporated in the Cayman Islands with limited liability, the issued Shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 800) connected person(s) has the meaning ascribed to it under the Listing Rules Director(s) the director(s) of the Company Disposal the disposal of an aggregate of 23.56% equity interest in the Target by the Group to the Founders by way of exercise of the Equity Purchase Right under the Exercise Notice Founder A 刘泽文 (Ms. Liu Zewen), the spouse of Founder B Founder B 张金胜 (Mr. Zhang Jinsheng), the spouse of Founder A Group the Company and its subsidiaries HK$ Hong Kong dollars, the lawful currency of Hong Kong Hong Kong the Hong Kong Special Administrative Region of the PRC Independent Third Party(ies) third party(ies) independent of the Company and its connected persons Latest Practicable Date

31 May 2019, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information for inclusion in this circular Listing Rules the Rules Governing the Listing of Securities on the Stock Exchange PRC the People'

s Republic of China (excluding, for the purposes of this circular, Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan) RMB Renminbi, the lawful currency of the PRC Share(s) ordinary share(s) of HK$0.01 each in the share capital of the Company Shareholder(s) holder(s) of the Shares DEFINITIONS C

2 C Stock Exchange The Stock Exchange of Hong Kong Limited Target 蓝蓝蓝蓝影视传媒(天津)有限公司 (Lanlanlanlan Film &

Television Media (Tianjin) Co., Ltd.*), a company established in the PRC with limited liability Target Group the Target and its subsidiaries Yunhai Qingtian 深圳市云海情天文化传播有限公司 (Shenzhen Yunhai Qingtian Cultural Broadcasting Co., Ltd.*), a company established in the PRC with limited liability and a wholly-owned subsidiary of the Company % per cent In this circular, amounts denominated in RMB have been converted into HK$ at the rate of RMB0.85=HK$1.00 for the purpose of illustration. Such Exchange rate is for illustration purpose only and does not constitute representations that any amount in RMB or HK$, could have been or may be converted at such rate. For ease of reference, the names of the PRC entities (including certain of our subsidiaries) have been included in this circular in both the Chinese and English languages and in the event of any inconsistency, the Chinese version shall prevail. English translation of company names in Chinese or another language which are marked with * is for identification purposes only. DEFINITIONS C

3 C 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) Executive Directors: Mr. Liu Xiaosong (Chairman &

Chief Executive Officer) Mr. Lin Qian (Chief Financial Officer) Independent non-executive Directors: Mr. Chan Yiu Kwong Ms. Wu Shihong Mr. Li Feng Registered office: Cricket Square Hutchins Drive P.O. Box