SMI Culture & Travel : Announcements and Notices - Appointment of Independent Financial Adviser

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.

星美文化旅遊集團控股有限公司

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

Reference is made to the joint announcement (the "Announcement") of SMI Holdings Group Limited ("SMI Holdings") and SMI Culture & Travel Group Holdings Limited (the "Company") dated 24 July 2017 in relation to the purchase of the sale share and sale loan in SMI Entertainment Limited by SMI Culture Investment Holdings Limited ("SMI Culture Investment") (a wholly- owned subsidiary of the Company) from SMI Holdings pursuant to the agreement dated 24 July 2017 (the "Agreement") between SMI Culture Investment and SMI Holdings, which constitutes a discloseable and connected transaction of the Company under Chapters 14 and 14A of the Listing Rules (the "Transaction"). Capitalised terms used in this announcement shall have the same meanings as those defined in the Announcement unless the context requires otherwise.

The Company announces that Red Sun Capital Limited ("Red Sun") has been appointed as the independent financial adviser of the Company to advise the Independent Board Committee and Independent Shareholders of the Company in respect of the Agreement and the Transaction as contemplated thereunder, and the grant of the specific mandate for issuance of the Consideration Shares. The letter of advice from Red Sun in this regard will be included in the circular to be despatched to the shareholders of the Company on or before 14 August 2017.

Red Sun is a licensed corporation under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (the "SFO") licensed to carry out Type 6 (advising on corporate finance) regulated activities as defined under the SFO.

By order of the Board

Executive Director

Hong Kong, 27 July 2017

As at the date of this announcement, the executive Directors are Mr. ZHONG Naixiong (Chairman), Mr. YUAN Xin, Mr. KONG Dalu, Ms. YAO Qinyi and Mr. HUANG Zhengchao; and the independent non-executive Directors are Mr. RAO Yong, Mr. LIU Xianbo and Mr. WU Chien- Chiang.