Xinhua Winshare Publshng&Med : Further Announcement on Discloseable Transaction in Relation to the Transfer of 48% Equity Interest in the Target Company

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新華文軒出版傳媒股份有限公司

XINHUA WINSHARE PUBLISHING AND MEDIA CO., LTD.

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

Reference is made to the announcement (the "Announcement") of Xinhua Winshare Publishing and Media Co., Ltd.* (the "Company" or "Xinhua Winshare") dated 12 April 2017 in respect of the discloseable transaction in relation to the transfer of 48% equity interest in Sichuan Wenxuan Zhuotai Investment Co., Ltd.* (四川文軒卓泰投資有限公司) (the "Target Company" or the "Valued Entity") (the "Equity Transfer"). Unless otherwise specified, capitalised terms used herein shall have the same meanings as those defined in the Announcement.

The total shareholders' equity of the Target Company was approximately RMB781.0261 million as at 30 November 2015, the valuation date (the "Valuation Date") based on the valuation report (the "Valuation Report") dated 15 July 2016 prepared by China Enterprise Appraisals Consultation Co., Ltd. Southwestern Branch (北京中企華資產評估有限責任公司西南分公司), the independent professional valuer (the "Independent Valuer") engaged by the Group for the purpose of the Equity Transfer.

The corresponding valuation of the 48% equity interest in the Target Company to be disposed of is RMB374.8925 million based on the above valuation. The base price of the target equity interest is RMB423.5294 million on the basis of the above valuation and by reference to various factors such as the current status of the company and the market conditions as a whole.

The valuation of the Target Company (the "Target Company Valuation") is deemed to be a profit forecast (the "Profit Forecast") under the Rule 14.61 of the Listing Rules as the income approach is used in the Target Company Valuation. Accordingly, both Rules 14.60A and 14.62 of the Listing Rules are applicable.

The details of the basis of the valuation assumptions of the Target Company Valuation are set out as follows:

1. General Assumptions

2. It is assumed that the Valued Entity will continue operating after the Valuation Date;

3. It is assumed that there will be no material changes resulting in an adverse impact on achieving the Valued Entity's established objectives of operation in the political, economic and social environment of the country and region where it is located after the Valuation Date;

4. It is assumed that there will be no material changes resulting in an adverse impact on achieving the Valued Entity's established objectives of operation in the macroeconomic policies, industrial policies and regional development policies of the PRC after the Valuation Date;

5. It is assumed that there will be no material changes in the interest rates, exchange rates, tax bases and tax rates, as well as policy charges in relation to the Valued Entity after the Valuation Date;

6. It is assumed that the management of the Valued Entity will meet its established objectives of production and operation and will be responsible and competent after the Valuation Date;

7. It is assumed that all operating activities of the Valued Entity will fully comply with the related laws and regulations, and will not have impact on its continuing operations and operating results due to illegal operations after the Valuation Date;

8. It is assumed that the accounting policies adopted by the Valued Entity after the Valuation Date will be consistent with the ones adopted in preparing the Valuation Report in all material respects; and

9. It is assumed that there will be no material adverse impacts on the Valued Entity arising from force majeure events after the Valuation Date.

10. Special Assumptions

11. It is assumed that Xinhua Winshare will not affect the future development of Sichuan Winshare Vocational College, owned by the Target Company, after the transfer of equity interest in the Target Company;

12. It is assumed that the annual enrollment plans of Sichuan Winshare Vocational College, owned by the Target Company, in the future will not be greatly different from enrollment indicators approved and issued by the central government in accordance with related regulations, and all enrollment indicators of the annual enrollment plans will be met;

13. It is assumed that the educational entity(ies) owned by the Target Company will lawfully acquire legal certificates of school-running without delay while the governments will regularly re-approve and re-issue related certificates of school-running competence in accordance with related regulations, and hence the continuity of teaching activities will not be affected;

14. It is assumed that since its cessation of enrollment in 2016, Sichuan Winshare Vocational College, the educational entity owned by the Target Company, will not resume its business of secondary vocational teaching while continuing its business on a going concern basis in the future, and the continuing educational entity will only develop based on the existing fixed operating assets as at the Valuation Date and will not contribute more capital into expanding its scale of business; and

15. It is assumed that the Target Company will basically have even operating cash outflow and operating cash inflow.

The Board discussed with the Independent Valuer about different aspects including the bases and assumptions upon which the Target Company Valuation was prepared, and reviewed the Target Company Valuation for which the Independent Valuer was responsible. The Board also considered the letter to the Company from Deloitte Touche Tohmatsu Certified Public Accountants LLP ("DTT"), the auditor of the Company, dated 26 April 2017 regarding the arithmetical accuracy of the Target Company Valuation. The Board is of the opinion that the Target Company Valuation and the bases and assumptions of the Target Company Valuation, for which the Independent Valuer and the Directors are solely responsible, have been made after due and careful enquiry.

DTT also examined the discounted future estimated cash flows which the Target Company Valuation is involved. A letter from the Board issued in accordance with the Rule 14.62(3) and a letter from DTT dated 26 April 2017 issued in accordance with the Rule 14.62(2) were delivered to the Stock Exchange. The respective text of both letters is set out in Appendix I and Appendix II of this announcement. A letter in relation to report on the Profit Forecast from the Board and a comfort letter from DTT are included in the appendices of this announcement for the purpose of Rules 14.60A and 14.62 of the Listing Rules.

EXPERTS AND CONSENTS

The qualifications of the experts who have given their opinion and advice in this announcement are as follows:

Name Qualification

China Enterprise Appraisals Consultation Co., Ltd. Southwestern Branch (北京中企華資產評 估有限責任公司西南分公司)

an independent professional asset valuer appointed by the Company for the Equity Transfer. It is a firm established upon approval of the Ministry of Finance of the PRC to provide asset valuation services in the PRC

DTT Certified Public Accountants

To the best knowledge, information and belief of the directors having made all reasonable enquiries, the Independent Valuer and DTT are third parties independent of the Group and its connected persons.

As at the date of this announcement, none of the Independent Valuer and DTT has any shareholding in any member of the Group or any right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group.

Each of the Independent Valuer and DTT has given and has not withdrawn its consent to the publication of this announcement with the inclusion of its opinion and advice and all references to its name in the form and context in which they are included.

By order of the Board

Xinhua Winshare Publishing and Media Co., Ltd.* He Zhiyong

Chairman

Sichuan, the PRC, 26 April 2017

As at the date of this announcement, the Board comprises (a) Mr. He Zhiyong, Mr. Luo Yong and Mr. Yang Miao as executive Directors; (b) Mr. Luo Jun and Mr. Zhang Peng as non-executive Directors; and (c) Mr. Han Liyan, Mr. Chan Yuk Tong and Ms. Xiao Liping as independent non-executive Directors.

* For identification purposes only