SMI Culture & Travel : Announcements and Notices - Termination of the Mou in Relation to the Possible Acquisition

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SMI Culture & Travel Group Holdings Limited ݋ߕ˖ʷ༷ࣚණྠછٰϞࠢʮ̡

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

(Stock code: 2366)

TERMINATION OF THE MOU IN RELATION TO

THE POSSIBLE ACQUISITION

References are made to the announcements of the Company dated 16 May 2018 and 29 June 2018 (collectively, the "Announcements") in relation to the entering into of a non-legally binding memorandum of understanding (the "MOU") among SMI Culture & Travel Group Holdings Limited (the "Company") and the Sellers in respect of the Possible Acquisition. Unless the context requires otherwise, the capital terms used herein shall have the same meanings as defined in the Announcements.

The Board would like to announce that since the Company could not reach an agreement on the major terms and conditions in respect of the Possible Acquisition with the Sellers, the Board decided to terminate the MOU to the effect that the Possible Acquisition would not proceed. The Sellers shall return the deposit to the Company in full in accordance with the terms of the MOU.

The Board considers that the termination of the MOU has no material and adverse impact on the operations or financial position of the Group. The Group will continue to seek for other investment opportunities to broaden its income source and to further develop the Group's business.

By order of the Board

SMI Culture & Travel Group Holdings Limited

YAO Qinyi

Executive Director

Hong Kong, 6 August 2018

As at the date of this announcement, the executive Directors are Mr. WU Chien-Chiang (Chairman), Ms. YAO Qinyi and Mr. LI Kai; and the independent non-executive Directors are Mr. RAO Yong, Mr. LIU Xianbo and Mr. ZHAO Xuebo.