SMI Culture : Announcements and Notices - (1) Appoinment of Executive Director; and (2) Business Update: Cooperation Framework Agreement in Relation to Tr ...

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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.

SMI Culture Group Holdings Limited

星 美 文 化 集 團 控 股 有 限 公 司

(Incorporated in the Cayman Islands and continued in Bermuda with limited liability)

(Stock Code: 2366)

1. APPOINTMENT OF EXECUTIVE DIRECTOR; AND

2. BUSINESS UPDATE:

COOPERATION FRAMEWORK AGREEMENT IN RELATION TO TRAVEL BUSINESS

APPOINTMENT OF EXECUTIVE DIRECTOR

The Board is pleased to announce that Mr. Wang has been appointed as an executive Director with effect from 11 January 2016.

BUSINESS UPDATE: COOPERATION FRAMEWORK AGREEMENT IN RELATION TO TRAVEL BUSINESS

In order to further enhance the Group's business, the Group will, through SMI Travel HK, engage in travel business in the PRC. The Board is pleased to announce that, on 11 January 2016, SMI Travel HK entered into the Framework Agreement with the SMI Travel Beijing to establish a company in the PRC for the sole purpose of engaging in travel business and such other related business in the PRC.

APPOINTMENT OF EXECUTIVE DIRECTOR

The board (the ''Board'') of directors (the ''Director(s)'') of SMI Culture Group Holdings Limited (the ''Company'' and together with its subsidiaries, the ''Group'') is pleased to announce that Mr. Wang Fei (''Mr. Wang'') has been appointed as an executive Director with effect from 11 January 2016.

Biography of Mr. Wang

Mr. Wang, aged 40, obtained a law degree at Peking University in the People's Republic of China (the ''PRC''). Mr. Wang is the vice president of the Company and is responsible for the operation management and advising on the development strategy. Mr. Wang has working experience in the telecommunications and financial industries. Mr. Wang was previously appointed as an executive Director, the chief executive officer and authorised representative of the Company and resigned from such positions on 23 October 2013.

The Company has entered into a letter of appointment with Mr. Wang in relation to his appointment as an executive Director. Mr. Wang has been appointed for a term of two years commencing on 11 January 2016, subject to retirement by rotation and re-election in accordance with the bye-laws of the Company. Mr. Wang is entitled to a director's fee of HK$240,000 per annum, which has been approved by the Board having considered his responsibilities and duties, the Company's remuneration policy and the prevailing market conditions.

Save as disclosed above and as at the date of this announcement, Mr. Wang did not hold any position in the Company or any of its subsidiaries nor have any relationship with other Directors, senior management or substantial or controlling shareholders of the Company nor hold any directorship in any public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years. He did not have, and is not deemed to have any interests or short positions in any shares, underlying shares or debentures of the Company or any of its associated corporations which is required to be disclosed under Part XV of the Securities and Futures Ordinance (Chapter 571, Laws of Hong Kong) as at the date of this announcement.

There is no information relating to the appointment of Mr. Wang that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Rules (''Listing Rules'') Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ''Stock Exchange''). Save as disclosed herein, there is no other matter relating to Mr. Wang that needs to be brought to the attention of the shareholders of the Company and the Stock Exchange.

The Board would like to express its warmest welcome to Mr. Wang in joining the Company.

BUSINESS UPDATE: COOPERATION FRAMEWORK AGREEMENT IN RELATION TO TRAVEL BUSINESS

The Group is principally engaged in the investments in the production and distribution of films, investments in the production and distribution of television dramas, creation, production and distribution of new media contents, production and distribution of online and film advertisements and agency operation for films, directors, scriptwriters and artists.

SMI International Travel Agency (HK) Company Limited (the ''SMI Travel HK'') is a company incorporated in Hong Kong with limited liability and a wholly-owned subsidiary of the Company. In order to further enhance the Group's business, the Group will, through SMI Travel HK, engage in travel business in the PRC.

The Board is pleased to announce that, on 11 January 2016, SMI Travel HK entered into a cooperation framework agreement (the ''Framework Agreement'') with 星美國際旅行社(北京) 有限公司 (for transliteration purpose only, SMI International Travel Agency (Beijing)

Company Limited) (the ''SMI Travel Beijing''). Under the Framework Agreement, (i) the parties agreed to establish a company (the ''Newco'') with limited liability in the PRC for the sole purpose of engaging in travel business and such other related business in the PRC; (ii) the Newco will be owned as to 51% by SMI Travel HK and as to 49% by SMI Travel Beijing; (iii) the maximum capital contribution by each of SMI Travel HK and SMI Travel Beijing will be not more than RMB one million; (iv) the cooperation arrangement under the Framework Agreement was on an arm's length basis and on normal commercial terms; and (v) unless agreed between the parties, the Newco will not change the nature or scope of its business or enter into any transactions which are not on an arm's length basis.

SMI Travel Beijing is ultimately and beneficially owned by Mr. Qin Hui, a substantial shareholder of the Company through his shareholding interest in SMI Holdings Group Limited, the shares of which are listed on the Stock Exchange (stock code: 198) . Accordingly, SMI Travel Beijing is a connected person of the Company. The Framework Agreement constituted a connected transaction of the Company but is fully exempt from shareholders' approval, annual review and all disclosure requirements under the Listing Rules.

By order of the Board

SMI Culture Group Holdings Limited Hao Bin

Chairman and Executive Director

Hong Kong, 11 January 2016

As at the date of this announcement, the Board consists of five executive Directors: Mr. Hao Bin (Chairman), Mr. Wang Hai Yun, Mr. Chan Chi To, Antony, Mr. Kong Dalu and Mr. Wang Fei; and three independent non-executive Directors: Mr. Du Jiang, Mr. Liu Xianbo and Mr. Wu Chien-Chiang.