China Literature Limited — Proxy Solicitation & Information Statement 2021

Nov 5, 2021

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

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CHINA LITERATURE LIMITED 閱文集團

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 772)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the Extraordinary General Meeting of China Literature Limited (the “ Company ”) will be held at Niccolo Room, Level 25, The Murray, Hong Kong, a Niccolo Hotel, 22 Cotton Tree Drive, Central, Hong Kong at 3:00 p.m. on Thursday, December 9, 2021 for the purposes of considering and, if thought fit, passing with or without modifications, the following resolutions as ordinary resolutions.

Unless otherwise specified, capitalized terms used in this notice and the following resolutions shall have the same meanings as those defined in the circular of the Company dated November 5, 2021 (the “ Circular ”).

Ordinary Resolution

1. To re-elect Mr. Zou Zhengyu as a non-executive Director and authorise the Board of Directors to fix the remuneration of the directors of the Company.

2. To consider and, if thought fit, pass with or without modification the following resolutions as ordinary resolutions:

“ That :

• (a) the 2021 IP Cooperation Framework Agreement, the 2022 Advertisement Cooperation Framework Agreement and the 2022 Online Platform Cooperation Framework Agreement and the transactions contemplated thereunder, details of which are more particularly described in the circular of the Company dated November 5, 2021 (the “ Circular ”), be and is hereby approved, ratified and confirmed;

• (b) the proposed annual caps for the continuing connected transactions contemplated under the 2021 IP Cooperation Framework Agreement, the 2022 Advertisement Cooperation Framework Agreement and the 2022 Online Platform Cooperation Framework Agreement as set out in the Circular be and are hereby approved, ratified and confirmed; and

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• (c) any one executive Director be and is hereby authorized for and on behalf of the Company to execute, and where required, to affix the common seal of the Company to, any documents, instruments or agreements, and to do any acts and things deemed by him or her to be necessary, expedient or appropriate in order to give effect to and implement the transactions contemplated the 2021 IP Cooperation Framework Agreement (including the proposed annual caps for the three years ending December 31, 2023), the 2022 Advertisement Cooperation Framework Agreement (including the proposed annual caps for the three years ending December 31, 2024) and the 2022 Online Platform Cooperation Framework Agreement (including the proposed annual caps for the three years ending December 31, 2024).

By order of the Board CHINA LITERATURE LIMITED Mr. James Gordon Mitchell

Chairman of the Board and Non-executive Director

Hong Kong, November 5, 2021

Registered office:

The offices of Maples Corporate Services Limited PO Box 309, Ugland House Grand Cayman KY1-1104 Cayman Islands

Head office and principal place of business in China: Block 6, No. 690 Bi Bo Road Pudong XinQu Shanghai People’s Republic of China

Principal place of business in Hong Kong: Room 1503-04, ICBC Tower 3 Garden Road Central Hong Kong

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Notes:

• (i) A shareholder entitled to attend and vote at the above meeting is entitled to appoint one or more proxies to attend, speak and vote in his/her stead. The proxy does not need to be a shareholder of the Company.

• (ii) Where there are joint registered holders of any shares, any one of such persons may vote at the above meeting (or at any adjournment of it), either personally or by proxy, in respect of such shares as if he/she were solely entitled thereto but the vote of the senior holder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holders and, for this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the relevant joint holding.

• (iii) In order to be valid, the completed form of proxy must be deposited at the Hong Kong share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority (such certification to be made by either a notary public or a solicitor qualified to practice in Hong Kong), at least 48 hours before the time appointed for holding the above meeting or any adjournment thereof (as the case may be). The completion and return of the form of proxy shall not preclude shareholders of the Company from attending and voting in person at the above meeting (or any adjourned meeting thereof) if they so wish.

• (iv) The register of members of the Company will be closed from Monday, December 6, 2021 to Thursday, December 9, 2021, both days inclusive, in order to determine the eligibility of shareholders to attend the above meeting, during which period no share transfers will be registered. To be eligible to attend the above meeting, all properly completed transfer forms accompanied by the relevant share certificates must be lodged for registration with the Hong Kong share registrar of the Company, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Friday, December 3, 2021.

• (v) In respect of resolutions numbered 1 above, details of the director of the Company proposed for re-election are set out in Appendix I to the Circular.

• (vi) Pursuant to Rule 13.39(4) of the Listing Rules, voting for all the resolutions set out in this notice will be taken by poll at the above meeting.

As at the date of this announcement, the Board comprises Mr. Cheng Wu and Mr. Hou Xiaonan as executive Directors; Mr. James Gordon Mitchell, Mr. Cao Huayi, Mr. Cheng Yun Ming Matthew, and Mr. Zou Zhengyu as non-executive Directors; Ms. Yu Chor Woon Carol, Ms. Leung Sau Ting Miranda and Mr. Liu Junmin as independent non-executive Directors.

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