China National Culture : SUPPLEMENTARY NOTICE OF ANNUAL GENERAL MEETING

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.

CHINA NATIONAL CULTURE GROUP LIMITED

中 國 國 家 文 化 產 業 集 團 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 745)

SUPPLEMENTARY NOTICE OF ANNUAL GENERAL MEETING

References are made to the notice (the ''Original Notice'') and the circular (the ''Circular'') of annual general meeting of China National Culture Group Limited (the ''Company'') dated 30 July 2019, which set out the venue of the annual general meeting of the Company (the ''AGM'') originally scheduled to be convened on Friday, 30 August 2019 and contained the details of the resolutions to be proposed at the AGM for the consideration and approval of the shareholders of the Company (the ''Shareholders'').

SUPPLEMENTARY NOTICE IS HEREBY GIVEN that the AGM, has been rescheduled and will be convened at Portion 2, 12/F., The Center, 99 Queen's Road Central, Hong Kong at 10:30 a. m. on Friday, 27 September 2019, will consider, and if thought fit, pass the resolutions set out in the Original Notice as well as the following newly-added resolution proposed by the board of directors of the Company (the ''Board'') (unless the context requires otherwise, terms used in this supplementary notice have the same meanings as defined in the Supplementary Circular):

7. ''THAT:

subject to and conditional upon the listing committee of The Stock Exchange of Hong Kong Limited granting approval for the listing of, and permission to deal in, the shares falling to be issued pursuant to the exercise of any options granted under the Refreshed Scheme Mandate Limit (as hereafter defined), the refreshment of the scheme mandate limit on the grant of options under the Share Option Scheme adopted on 29 August 2014 and any other schemes of the Company up to 10% of the number of shares of the Company in issue as at the date of passing this resolution (the ''Refreshed Scheme Mandate Limit'') be and is hereby approved and all the Directors of the Company be and are hereby authorised to grant options and to allot, issue and deal with the shares of the Company pursuant to the exercise of any options and to take all such steps as they may consider necessary or expedient.''

By order of the Board

China National Culture Group Limited

SUN Wei

Executive Director

12 September 2019

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Notes:

1. Please refer to the Circular dated 30 July 2019 and the Original Notice for detailed information in respect of other resolutions to be put forward at the AGM, eligibility for attending the AGM, appointment of proxy and other relevant matters.
2. Since the proxy form enclosed with the Circular and the Original Notice (the ''First Proxy Form'') does not contain the additional resolution as set out in this supplementary notice, a new proxy form (the ''Second Proxy Form'') has been prepared and is enclosed with this supplementary notice. The Second Proxy Form is also published on the respective websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (http://www.hklistco.com/745).
3. Shareholders who intend to appoint a proxy to attend the AGM but are yet to lodge the First Proxy Form with the Company's Hong Kong branch share registrar, Tricor Investor Services Limited, should complete the accompanying Second Proxy Form in accordance with the instructions printed thereon and return it to Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof (as the case may be). In this case, the First Proxy Form should no longer be lodged with the Company's Hong Kong branch share registrar.
4. Shareholders who have already lodged the First Proxy Form with the Company's Hong Kong branch share registrar should note that:
5. 1. If no Second Proxy Form is lodged with the Company's Hong Kong branch share registrar, the First Proxy Form, if duly completed, will be treated as a valid proxy form lodged by the Shareholder. In addition to the resolutions as set out in the Original Notice and the First Proxy Form, the proxy duly appointed by the Shareholder will be entitled to vote at his or her discretion or to abstain from voting on any resolution properly submitted to the AGM, including the additional resolution as set out in this supplementary notice;
   2. If the Second Proxy Form is lodged with the Company's Hong Kong branch share registrar of not less than 48 hours before the time appointed for holding the AGM, the Second Proxy Form, whether duly completed or not, will revoke and supersede the First Proxy Form previously lodged by the Shareholder. The Second Proxy Form, if duly completed, will be treated as a valid proxy form; and
   3. If the Second Proxy Form is lodged with the Company's Hong Kong branch share registrar of less than 48 hours appointed for holdings the AGM, the Second Proxy Form will be treated as an invalid proxy form and the First Proxy Form previously lodged by the Shareholder will not be revoked. The First Proxy Form, if duly completed, will be treated as a valid proxy form. In addition to the resolutions as set out in the Original Notice and the First Proxy Form, the proxy duly appointed by the Shareholder will be entitled to vote at his or her discretion or to abstain from voting on any resolution properly submitted to the AGM, including the additional resolution as set out in this supplementary notice.
6. Shareholders are reminded that completion and return of the First Proxy Form and/or the Second Proxy Form will not preclude them from attending and voting in person at the AGM or any adjourned meeting thereof should they so wish.
7. In compliance with Rule 13.39(4) of the Listing Rules, voting on all proposed resolutions set out in the Original Notice and this supplementary notice will be decided by way of a poll.
8. The translation into Chinese language of this notice is for reference only. In case of any inconsistency, the English version shall prevail.

As at the date hereof, the Board of Directors comprises Ms. SUN Wei and Ms. MAN Qiaozhen as Executive Directors, and Mr. LIU Kwong Sang, Ms. WANG Miaojun and Ms. WANG Yujie as Independent Non-Executive Directors.

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