THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION 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, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in Huanxi Media Group Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, licensed securities dealer 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. (Incorporated in Bermuda with limited liability) (Stock Code: 1003) (1) RE-ELECTION OF DIRECTORS (2) GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES AND (3) NOTICE OF ANNUAL GENERAL MEETING A notice convening the annual general meeting of Huanxi Media Group Limited, (the “Company”) to be held at Admiralty & The Peak (Level 3), JW Marriott Hotel Hong Kong, Pacific Place, 88 Queensway, Hong Kong on 31 May 2019, Friday at 3:00 p.m. is set out on pages 13 to 17 of this circular. Whether or not you intend to attend and vote at the meeting, you are requested to complete and return the enclosed form of proxy, in accordance with the instructions printed thereon, as soon as possible and in any event not later than forty-eight (48) hours before the time appointed for holding such meeting or any adjournment thereof to Computershare Hong Kong Investor Services Limited, the Hong Kong branch share registrar of the Company, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting should you so wish. * for identification purpose only * for identification purposes only 30 April 2019 CONTENTS Page DEFINITIONS ........................................................ 1 LETTER FROM THE BOARD .......................................... 3 1. Introduction ................................................... 3 2. Re-election of Directors .......................................... 4 3. General Mandate to Issue Shares ................................... 4 4. General Mandate to Repurchase Shares ............................. 4 5. TheAGM .................................................... 4 6. Vote by Poll .................................................. 5 7. Closure of Register of Members ................................... 5 8. Responsibility Statement ......................................... 5 9. Recommendation ............................................... 5 APPENDIX I — PARTICULARS OF DIRECTORS PROPOSED FOR RE-ELECTION .............................. 6 APPENDIX II — EXPLANATORY STATEMENT ....................... 9 NOTICE OF ANNUAL GENERAL MEETING .............................. 13 DEFINITIONS In this circular, the following expressions have the following meanings unless the context requires otherwise: “AGM” the annual general meeting of the Company dated 31 May 2019, to consider and, if appropriate, to approve the resolutions contained in the notice of the meeting which are set out on pages 13 to 17 of this circular “Board” the board of Directors “Bye-laws” the bye-laws of the Company “close associate(s)” the meanings ascribed to it under the Listing Rules “Company” Huanxi Media Group Limited, a company incorporated in Bermuda with limited liability, the Shares of which are listed on the Stock Exchange “Director(s)” the director(s) of the Company “Group” the Company and its subsidiaries “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China “Issue Mandate” a general and unconditional mandate to be given to the Directors to exercise the powers of the Company to allot, issue or deal with Shares of an aggregate number of up to twenty per cent of the aggregate number of the issued Shares of the Company on the date of passing such resolution “Latest Practicable Date” 25 April 2019, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained in this circular “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange “Repurchase Mandate” a general and unconditional mandate to be given to the Directors to exercise the powers of the Company to purchase Shares on the Stock Exchange of an aggregate number of up to ten per cent of the aggregate number of the issued Shares of the Company on the date of passing such resolution –1– DEFINITIONS “SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) “Share(s)” ordinary share(s) of HK$0.01 each in the share capital of the Company “Shareholder(s)” holder(s) of the Share(s) “Stock Exchange” The Stock Exchange of Hong Kong Limited “Takeovers Code” the Code on Takeovers and Mergers “HK$” Hong Kong dollar, the lawful currency of Hong Kong “%” per cent. –2– LETTER FROM THE BOARD (Incorporated in Bermuda with limited liability) (Stock Code: 1003) Executive Directors: Registered office: Dong Ping (Chairman) Canon’s Court Xiang Shaokun, Steven (Chief Executive Officer) 22 Victoria Street Hamilton HM12 Non-Executive Directors: Bermuda Ning Hao Xu Zheng Head office and principal place of business in Hong Kong: Independent Non-Executive Directors: 11/F, Far East Finance Centre Wong Tak Chuen 16 Harcourt Road Su Tuong Sing, David Admiralty, Hong Kong Li Xiaolong 30 April 2019 To the Shareholders Dear Sir or Madam, (1) RE-ELECTION OF DIRECTORS (2) GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES AND (3) NOTICE OF ANNUAL GENERAL MEETING 1. INTRODUCTION This circular contains information relating to (i) the re-election of the retiring Directors, (ii) the Issue Mandate and (iii) the Repurchase Mandate so as to provide all information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the resolutions proposed at the AGM and to give you notice of the AGM. * for identification purpose only –3– LETTER FROM THE BOARD 2. RE-ELECTION OF DIRECTORS The Directors retiring by rotation in accordance with Bye-law 99 of the Bye-laws are Mr. Dong Ping, Mr. Xiang Shaokun, Steven and Mr. Ning Hao. All of them will, being eligible, offer themselves for re-election at the AGM. Information on the Directors proposed to be re-elected at the AGM as required to be disclosed under the Listing Rules is set out in Appendix I to this circular. 3. GENERAL MANDATE TO ISSUE SHARES To facilitate future allotment and issue of Shares by the Directors on behalf of the Company, an ordinary resolution will be proposed at the AGM to grant to the Directors a general and unconditional mandate to allot, issue and deal with, an aggregate number of Shares up to 20% of the issued Shares of the Company as at the date of the passing the proposed resolution of the Issue Mandate. As at the Latest Practicable Date, the number of Shares of the Company was 3,154,655,408 Shares. Subject to the passing of the resolution approving the Issue Mandate and on the basis that no further Share are issued or repurchased prior to the AGM, the Company would be authorised to allot, issue and deal with up to a maximum of 630,931,081 new Shares. In addition, if the Repurchase Mandate is granted, a separate ordinary resolution will be proposed at the AGM to extend the number of Shares which may be allotted, issued and dealt with under the Issue Mandate by the number of Shares repurchased under the Repurchase Mandate (being an aggregate number of Shares up to 10% of the issued Shares of the Company as at the date of the grant of the Repurchase Mandate). 4. GENERAL MANDATE TO REPURCHASE SHARES An ordinary resolution will be proposed at the AGM to grant to the Directors authority to repurchase Shares up to 10% of the number of issued Shares of the Company as at the date of passing the proposed resolution of the Repurchase Mandate. An explanatory statement as required under the Listing Rules to provide the requisite information concerning the Repurchase Mandate is set out in Appendix II to this circular. 5. THE AGM A notice convening the AGM is set out in this circular. A form of proxy for use at the AGM is enclosed in this circular. Whether or not you intend to attend and vote at the meeting, you are requested to complete and return the enclosed form of proxy, in accordance with the instructions printed thereon, as soon as possible and in any event not later than forty-eight (48) hours before the time appointed for holding the AGM or any adjournment thereof to Computershare Hong Kong Investor Services Limited, the Hong Kong branch share registrar of the Company, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting should you so wish. –4– LETTER FROM THE BOARD 6. VOTE BY POLL Chairman of the AGM will demand all the resolutions set out in the notice of the AGM to be voted by way of poll in accordance with Bye-law 70 of the Bye-laws. Explanation of the detailed procedures for conducting a poll will be provided to the Shareholders at the AGM. 7. CLOSURE OF REGISTER OF MEMBERS The register of members of the Company will be closed from 28 May 2019, Tuesday to 31 May 2019, Friday (both day inclusive), during such period no transfer of the Shares of the Company will be registered. In order to qualify for the attendance and vote at the AGM, all transfer accompanied by the relevant share certificates must be lodged with Computershare Hong Kong Investor Services Limited, the Hong Kong branch share registrar of the Company, at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m.