Culturecom : NOTICE OF SPECIAL GENERAL MEETING

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(Incorporated in Bermuda with limited liability)

(Stock Code: 343)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting (the "SGM") of Culturecom Holdings Limited (the "Company") will be held at R1, 10/F, United Centre, 95 Queensway, Admiralty, Hong Kong on Friday, 30 April 2021 at 10:30 a.m. for the purpose of considering and, if thought fit, passing with or without amendments the following resolution:

ORDINARY RESOLUTION

1. "THAT

1. the conditional subscription agreement (the "Subscription Agreement") entered into between the Company as issuer and Trinity Gate Limited as subscriber dated 1 March 2021 in respect of the subscription of an aggregate of 278,000,000 new shares of HK$0.01 each in the share capital of the Company (the "Subscription Shares") at a price of HK$0.15 each (a copy of the Subscription Agreement is produced to the meeting marked "A" and signed by the chairman of the meeting for the purpose of identification) and all the transactions contemplated thereunder (including the allotment and issue of the Subscription Shares pursuant thereto) be and are hereby approved, confirmed and ratified;
2. the directors of the Company (the "Directors") be and are hereby granted a specific mandate to allot and issue the Subscription Shares in accordance with the terms of the Subscription Agreement; and
3. any Director be and is hereby authorised to do all such further acts and things, negotiate, approve, agree, sign, initial, ratify and/or execute such further documents, instruments and agreements (whether under common seal or not) and to take all steps and to do all such acts or things deemed by him to be incidental to, ancillary to or in connection with the matters contemplated in the Subscription Agreement and the transactions contemplated

• For identification purpose only

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thereunder (including the allotment and issue of the Subscription Shares pursuant thereto) as he may in his absolute discretion consider necessary, desirable or expedient to give effect to the Subscription Agreement and the implementation of all transactions contemplated thereunder (including the allotment and issue of the Subscription Shares pursuant thereto) and to agree with such variation, amendment or waiver as, in the opinion of the Directors, in the interest of the Company and its shareholders as a whole."

By Order of the Board

CULTURECOM HOLDINGS LIMITED

Huang Mingguo

Executive Director and Chief Executive Officer

Hong Kong, 9 April 2021

Notes:

1. A member entitled to attend and vote at the above meeting is entitled to appoint one or more proxies to attend and, on a poll, vote instead of him. A proxy need not be a member of the Company.
2. To be valid, the form of proxy together with any power of attorney or other authority (if any) under which it is signed or a notarial certified copy of such power or authority must be deposited at the head office and principal place of business of the Company at Suite 1502, 15/F., Far East Finance Centre, 16 Harcourt Road, Admiralty, Hong Kong not less than 48 hours before the time of the meeting or any adjourned meeting.
3. The Principal Register of Members and the branch Registers of Members will be closed from 27 April 2021 to 30 April 2021 (both days inclusive), during which period no transfer of shares will be registered. To qualify for attending the SGM, all transfer documents accompanied by the relevant share certificates must be lodged with the Company's branch Share Registrar in Hong Kong, 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., 26 April 2021.

As at the date hereof, the Board comprises of Ms. Chow Lai Wah Livia (being the Vice Chairman and Executive Director); Mr. Huang Mingguo, Mr. Kwan Kin Chung and Mr. Yuen Kin (all being Executive Directors); and Mr. Wong Kwan Kit, Mr. Fan Chun Wah Andrew and Mr. Mung Yat Lik (all being independent Non-executive Directors).

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