SMI Culture & Travel : Announcements and Notices - Voluntary Announcement - in Relation to the Possible Acquisition

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 & Travel Group Holdings Limited ݋ߕ˖ʷ༷ࣚණྠછٰϞࠢʮ̡

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

(Stock code: 2366)

VOLUNTARY ANNOUNCEMENT

IN RELATION TO THE POSSIBLE ACQUISITION

This announcement is made by SMI Culture & Travel Group Holdings Limited (the "Company", together with its subsidiaries, collectively, the "Group") on a voluntary basis to keep the shareholders and potential investors of the Company informed of the latest development of the Group's businesses.

Reference is made to the announcement of the Company dated 16 May 2018 (the "Announcement"). Unless otherwise defined, capitalised terms used herein shall have the same meanings as those defined in the Announcement.

The Company and the Sellers require more time for negotiation in respect of the Possible Acquisition. Both parties will finalise the terms of the Possible Acquisition and enter into the Formal Agreement as soon as possible.

Pursuant to Chapter 14 of the Listing Rules, once the Formal Agreement has been entered into, the Possible Acquisition may constitute a disclosable transaction of the Company. If (i) the Company (or its subsidiaries) enters into the Formal Agreement; (ii) the Company decides not to proceed with the transactions contemplated under the MOU; or (iii) there is any significant progress in relation to the Possible Acquisition, the Company will inform its shareholders and investors as and when appropriate in accordance with the Listing Rules.

By order of the Board

SMI Culture & Travel Group Holdings Limited

YAO Qinyi

Executive Director

Hong Kong, 29 June 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.