SMI Culture & Travel : Circulars - (1) Discloseable and Connected Transaction Proposed Acquisition of the Entire Issued Share Capital of and Loan to the Target Company Involving Issue of New Shares under Specific Mandate; (2) Re-election of Director; and (3) Notice of Special General Meeting

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in SMI Culture & Travel Group Holdings Limited (the "Company"), you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser or transferee..

This circular appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities mentioned herein.

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)

1. DISCLOSEABLE AND CONNECTED TRANSACTION PROPOSED ACQUISITION OF THE ENTIRE ISSUED SHARE CAPITAL OF AND LOAN TO THE TARGET COMPANY INVOLVING ISSUE OF NEW SHARES UNDER SPECIFIC MANDATE;
2. RE-ELECTION OF DIRECTOR; AND
3. NOTICE OF SPECIAL GENERAL MEETING

Capitalised terms used in this cover page shall have the same meanings as those defined in the section headed "Definitions" of this circular.

A letter from the Board is set out on pages 5 to 23 of this circular. A letter of advice from the Independent Board Committee is set out on pages 24 to 25 to this circular. A letter of advice of the Independent Financial Adviser containing its opinion and advice to the Independent Board Committee and the Independent Shareholders is set out on pages 26 to 52 of this circular.

A notice convening the SGM to be held at 19th Floor, Futian Culture & Sports Industry Headquarters Place, 3030 Futian Road, Futian District, Shenzhen, the People's Republic of China on Monday, 9 October 2017 at 2:00 p.m. is set out on pages 59 to 60 of this circular.

A form of proxy for use at the SGM is enclosed with this circular. Whether or not you are able to attend the SGM, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return the same to the Company's branch share registrar and transfer office in Hong Kong, Union Registrars Limited at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for holding the SGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or any adjournment thereof should you so wish.

14 September 2017

Page

In this circular, unless the context otherwise requires, the following expressions have the following meanings:

"Agreement" the agreement dated 24 July 2017 and entered into between SMI Holdings and the Purchaser in relation to the sale and purchase of the Sale Share and assignment of the Sale Loan

"Announcement" the joint announcement issued by the Company and SMI Holdings dated 24 July 2017 in relation to, among other things, the Agreement and the Transaction

"associates" has the meaning ascribed to it in the Listing Rules

"Board" the board of directors of the Company

"Business Day" any day (excluding Saturdays and Sundays and any day on which a tropical cyclone warning signal No. 8 or above is hoisted or remains hoisted between 9:00

a.m. and 12:00 noon and is not lowered at or before 12:00 noon or on which a "black" rainstorm warning is hoisted or remains in effect between 9:00 a.m. and 12:00 noon and is not discontinued at or before 12:00 noon) on which licensed banks in Hong Kong are open for general business

"Company" SMI Culture & Travel Group Holdings Limited, a company incorporated in the Cayman Islands and continued in Bermuda with limited liability, the issued Shares of which are listed on the Main Board of the Stock Exchange (Stock code: 2366)

"Completion" completion of the sale and purchase of the Sale Share and the assignment of the Sale Loan in accordance with the terms and conditions of the Agreement

"connected person(s)" has the meaning ascribed thereto under the Listing Rules

"controlling shareholder" has the meaning ascribed to it under the Listing Rules "Consideration" the consideration for the sale and purchase of the Sale

Share and the Sale Loan

"Consideration Shares" 158,333,333 new Shares to be allotted and issued

at the issue price of HK$0.72 each for the partial settlement of the Consideration pursuant to the Agreement

"Director(s)" director(s) of the Company

"Group" the Company and its subsidiaries

"HK$" Hong Kong dollar, the lawful currency of Hong Kong

"Hong Kong" the Hong Kong Special Administrative Region of the PRC

"Independent Board Committee" the committee of the board of directors of the

Company comprising all the independent non- executive Directors established for the purpose of giving recommendations to the Independent Shareholders on, among others, the terms and conditions of the Agreement and the Transaction contemplated thereunder, and the grant of the Specific Mandate

"Independent Financial Adviser" Red Sun Capital Limited, a corporation licensed to

carry out Type 6 (advising on corporate finance) regulated activities as defined under the SFO, being the independent financial adviser appointed by the Company to advise the Independent Board Committee and the Independent Shareholders on, among other things, the terms and conditions of the Agreement and the Transaction contemplated thereunder, and the grant of the Specific Mandate

"Independent Shareholder(s)" Shareholders other than those who are required

under the Listing Rules to abstain from voting at the SGM for the resolution approving, among others, the Agreement and the Transaction contemplated thereunder, and the grant of the Specific Mandate

"Independent Third Party(ies)" third parties independent of and not connected (as

defined under the Listing Rules) with the Company and connected person(s) of the Company