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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 with limited liability)

(Stock Code: 2366)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (''EGM'') of SMI Culture Group Holdings Limited (the ''Company'') will be held at 3 : 00 p.m., on Friday, 9
January 2015 at Joint Professional Centre, Unit 1, G/F, The Center, 99 Queen's Road Central,
Central, Hong Kong for the purposes of considering and, if thought fit, passing the following resolutions as special resolutions of the Company:
SPECIAL RESOLUTIONS
1. ''THAT
(i) subject to obtaining all necessary governmental and regulatory consents, the change of the domicile of the Company (the ''Change of Domicile'') from the Cayman Islands to Bermuda by way of deregistration as a company under the laws of the Cayman Islands and continuation of the Company as an exempted company under the laws of Bermuda be and is hereby approved;
(ii) the memorandum of continuance (a copy of which has been produced to the EGM marked ''A'' and signed by the chairman of the EGM for the purpose of identification) be and is hereby adopted in substitution for the memorandum of association of the Company, effective from the date that the memorandum of continuance is approved and registered by the Registrar of Companies in Bermuda;
(iii) conditional upon the continuance of the Company in Bermuda as an exempted company under the laws of Bermuda, the bye-laws of the Company (a copy of which has been produced to the EGM marked ''B'' and signed by the chairman of the EGM for the purpose of identification) be and is hereby adopted in substitution for the articles of association of the Company, effective from the date that the memorandum of continuance is approved and registered by the Registrar of Companies in Bermuda;
(iv) conditional upon the continuance of the Company in Bermuda as an exempted company under the laws of Bermuda, the maximum number of directors of the Company (the ''Directors'') shall, for the time being, be fixed at twenty (20) and the Directors be and are hereby authorised to fill any vacancies on the board of Directors
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and to appoint additional Directors up to the maximum number determined herein or such other maximum number as may be determined from time to time by members of the Company in general meeting and to appoint alternate Directors at their discretion; and
(v) the Directors be and are hereby authorised to undertake all such acts and things and execute all such documents on behalf of the Company, including under seal where applicable, as they may consider necessary or expedient to give effect to the Change of Domicile.''
2. ''THAT subject to the passing of the special resolution numbered 1 above:
(i) the entire amount standing to the credit of the share premium account of the Company as at the day of passing this resolution be cancelled and transferred to an account designated as the contributed surplus account of the Company (the
''Cancellation of Share Premium Account'');
(ii) the account designated as the contributed surplus account of the Company shall be the contributed surplus account of the Company within the meaning of the Companies Act 1981 of Bermuda (the ''Contributed Surplus Account'') upon the Change of Domicile (as defined in the special resolution numbered 1 above) becoming effective and the amount standing to the credit of such designated account shall continue to stand to the credit of the Contributed Surplus Account upon the Change of Domicile becoming effective; and
(iii) the Directors be and are hereby authorised to do all such acts and things and execute all such documents on behalf of the Company, including under seal where applicable, as they may consider necessary or expedient to give effect to the Cancellation of Share Premium Account.''
3. ''THAT subject to the passing of the special resolution numbered 1 above and conditional upon the Change of Domicile (as defined in the special resolution numbered 1 above) becoming effective, with effect from the 21st day (if it is not a business day, the immediately following business day) (Hong Kong time) after the effective date of the Change of Domicile:
(i) the authorised and issued shares of US$0.10 each in the existing share capital of the Company (the ''Existing Shares'') be re-denominated (the ''Re-denomination'') (at the exchange rate of US$1.0 to HK$7.8) to HK$780,000,000 and HK$438,794,993.52 respectively, such that the par value of each Existing Share will be changed from US$0.10 to HK$0.78 (the ''Adjusted Shares'');
(ii) the par value of each issued Adjusted Share be reduced (the ''Capital Reduction'') from HK$0.78 to HK$0.01 by cancelling the capital paid-up thereon to the extent of HK$0.77 on each of the issued Adjusted Shares;
(iii) subject to and forthwith upon the Capital Reduction taking effect, all the authorised but unissued share capital of the Company (which shall include the authorised but unissued share capital arising from the Capital Reduction) be cancelled and forthwith upon such cancellation, the authorised share capital of the Company will be increased to HK$1,000,000,000 by the creation of such number of additional shares of the Company of HK$0.01 each in the share capital of the Company (the ''New Shares'')
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as shall be sufficient to increase the authorised share capital of the Company to HK$1,000,000,000 divided into 100,000,000,000 New Shares (the ''Diminution and Increase'' and together with the Re-denomination and the Capital Reduction, the
''Capital Reorganisation'');
(iv) the credits arising from the Capital Reduction be transferred to the Contributed
Surplus Account (as defined in the special resolution numbered 2 above);
(v) the amount as may from time to time standing to the credit of the Contributed Surplus Account be applied to set off the accumulated losses of the Company from time to time by the amount of such credit or be applied in any other manner as may be permitted under the bye-laws of the Company and all applicable laws of Bermuda (including paying dividend or making any other distribution out of the Contributed Surplus Account) from time to time without further authorisation from the shareholders of the Company and all such actions in relation thereto be approved, ratified and confirmed; and
(vi) the Directors be and are hereby authorised to do all such acts and things and execute all such documents on behalf of the Company, including under seal where applicable, as they may consider necessary or expedient to give effect to the Capital Reorganisation.''
By order of the Board
SMI Culture Group Holdings Limited
Hao Bin
Chairman and Executive Director
Hong Kong, 17 December 2014
Registered office:
Cricket Square Hutchins Drive P.O. Box 2681
Grand Cayman KY1-1111
Cayman Islands
Head office and principal place of business in Hong Kong:
19th Floor, Prosperity Tower
No. 39 Queen's Road Central
Central, Hong Kong

Notes:

1. A member entitled to attend and vote at the EGM is entitled to appoint one or, if he/she is the holder of two or more shares of the Company, more than one proxy to attend and, subject to the provisions of the articles of association of the Company, to vote on his behalf. A proxy needs not be a member of the Company but must be present in person at the EGM to represent the member. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.

2. A form of proxy for use at the EGM is enclosed. Whether or not you intend to attend the EGM in person, you are encouraged to complete and return the enclosed form of proxy in accordance with the instructions printed thereon. Completion and return of a form of proxy will not preclude a member from attending in person and voting at the EGM or any adjournment thereof, should he so wish and in such event, the form of proxy shall be deemed to be revoked.

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3. In order to be valid, the form of proxy, together with a power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power or authority must be deposited at the Company's branch share registrar in Hong Kong, Union Registrars Limited, A18/F., Asia Orient Tower, Town Place, 33 Lockhart Road, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof.

4. In the case of joint holders of shares of the Company, any one of such holders may vote at the EGM, either personally or by proxy, in respect of such shares as if he was solely entitled thereto, but if more than one of such joint holders are present at the EGM personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such shares shall alone be entitled to vote in respect thereof.

As at the date of this announcement, the executive Directors are Mr. Hao Bin, Mr. Yuan Xin, Mr. Chan Chi To, Antony and Mr. Kong Dalu and the independent non-executive Directors are Mr. Du Jiang, Mr. Liu Xianbo, Mr. Wu Chien-Chiang and Mr. Jiang Jinsheng.
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