SMI Culture & Travel : CHANGE OF DIRECTORS

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SMI Culture & Travel Group Holdings Limited

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)

(Stock Code: 2366)

ANNOUNCEMENT

CHANGE OF DIRECTORS

APPOINTMENT OF DIRECTOR

The board ("Board") of directors ("Director(s)") of SMI Culture & Travel Group Holdings Limited (the "Company", together with its subsidiaries, collectively the "Group") is pleased to announce that Mr. Chen Wenbo ("Mr. Chen") has been appointed as an executive Director with effect from 6 December 2019 and Mr. Wong Shui Yeung ("Mr. Wong") has been appointed as an independent non-executive Director, a member of Audit Committee, Nomination Committee and Remuneration Committee of the Company with effect from 6 December 2019.

The biographical details of Mr. Chen and Mr. Wong are set out below:

Mr. Chen, aged 36, graduated from Fudan University with a bachelor's degree in International Finance. Mr. Chen has worked for SMI Holdings Group Limited ("SMI Holdings", together with its subsidiaries, collectively "SMI Holdings Group"), shares of which are listed on the Main Board of The Stock Exchange of Hong Kong Limited (the "Stock Exchange") (stock code: 198) since September 2019 as the vice-president. Prior to that, Mr. Chen was the managing director of 天津重信資產管理有限公司 from 2015-2019. Mr. Chen has accumulated over fourteen years of extensive experience in private equity, general management, operations, corporate finance and merger and acquisition.

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As at the date of this announcement, SMI Holdings indirectly holds 829,185,517 issued shares of the Company, amounting to approximately 63.01% of the total issued share capital of the Company, therefore, SMI Holdings is the controlling shareholder of the Company.

Mr. Chen will not be appointed for a specific term and he is subject to retirement by rotation and re-election in accordance with the Company's bye-laws. Mr. Chen's director remuneration will be determined by the Board and the remuneration committee of the Company with reference to his duties and responsibilities, qualifications, experiences, the prevailing market conditions and the Company's remuneration policy and he will be entitled to receive a director fee of HK$20,000 per month.

Save as disclosed herein, Mr. Chen has not at any time during the three years preceding the date of this announcement served nor are currently serving as a director of any other publicly listed companies in Hong Kong or overseas. As at the date of this announcement, Mr. Chen does not have any interests in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) and have no relationship with any Directors, senior management, substantial shareholders, or controlling shareholders of the Company.

Mr. Wong, aged 49, graduated from the Hong Kong Baptist University with a bachelor degree in business administration majoring in accounting. Mr. Wong has over 20 years of experience in public accounting, taxation, secretarial and financial consultancy and management in Hong Kong. He is a practising member and fellow of Hong Kong Institute of Certified Public Accountants and a member of Hong Kong Securities and Investment Institute. Mr. Wong is the independent non-executive director of SMI Holdings and the independent non-executive director of Singapore eDevelopment Limited (Stock code: 40V), the shares of which are listed on the Catalist of the Singapore Exchange Securities Trading Limited.

Mr. Wong is not appointed for a specific term and he is subject to retirement by rotation and reelection in accordance with the Company's bye-laws. Mr. Wong will be entitled to receive a director's fee of HK$20,000 per month which was determined by the Board and the remuneration committee of the Company with reference to his duties and responsibilities, qualifications, experience, the prevailing market conditions and the Company's remuneration policy.

Mr. Wong has confirmed that he meets the independence criteria as set out in Rule 3.13 of the Rules Governing the Listing of Securities on the Stock Exchange (the "Listing Rules").

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Save as disclosed herein, Mr. Wong has not at any time during the three years preceding the date of this announcement served nor are currently serving as a director of any other publicly listed companies in Hong Kong or overseas. As at the date of this announcement, Mr. Wong does not have any interests in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) and have no relationship with any Directors, senior management, substantial shareholders, or controlling shareholders of the Company.

Save as disclosed in this announcement, the Board is not aware of any other information of Mr. Chen and Mr. Wong that are required to be disclosed pursuant to paragraphs (h) to (v) of Rules 13.51(2) of the Listing Rules or any other matters that need to be brought to the attention of the shareholders of the Company.

RESIGNATION OF DIRECTOR

The Board announces that Ms. Yao Qinyi ("Ms. Yao") has resigned as an executive Director with effect from 6 December 2019 due to her desire to devote more time to her personal affairs and other business commitments. Ms. Yao confirmed that she has no disagreement with the Board and she is not aware of any matter in relation to her resignation that should be brought to the attention of the shareholders of the Company and the Stock Exchange.

The Board would like to take this opportunity to express its gratitude to Ms. Yao for her contribution to the Company during the tenure of service and welcome Mr. Chen and Mr. Wong on their new appointments.

By order of the Board

SMI Culture & Travel Group Holdings Limited

Chen Wenbo

Executive Director

Hong Kong, 6 December 2019

As at the date of this announcement, the executive Directors are Mr. Wu Chien-Chiang (Chairman), Mr. Li Kai, Mr. Fan Jiadong and Mr. Chen Wenbo; and the independent non-executive Directors are Mr. Rao Yong, Mr. Liu Xianbo, Mr. Zhao Xuebo and Mr. Wong Shui Yeung.

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