SMI Culture & Travel Group Holdings Limited (SEHK:2366) entered into memorandum of understanding to acquire Mega-Vision Project Distribution Limited, Mega-Vision Project Production Limited and Mega-Vision Project Workshop Limited from the shareholders of Mega-Vision Project Distribution Limited, Mega-Vision Project Production Limited and Mega-Vision Project Workshop Limited for HKD 500 million on May 16, 2018. SMI Culture & Travel Group Holdings Limited and the shareholders of Mega-Vision Project Distribution Limited, Mega-Vision Project Production Limited and Mega-Vision Project Workshop Limited will sign formal agreement within 45 days from the date of the memorandum of understanding. Under the terms, SMI Culture & Travel Group Holdings Limited will pay HKD 300 million by way of issuance of consideration shares of the SMI Culture & Travel Group Holdings Limited and will pay HKD 100 million by way of issuance of debt of the SMI Culture & Travel Group Holdings Limited and remaining consideration of HKD 100 million will pay in cash. Pursuant to the memorandum of understanding, SMI Culture & Travel Group Holdings Limited shall pay a refundable deposit of HKD 10 million on the date of the memorandum of understanding. Such deposit will be refunded if the parties fail to enter into the Formal Agreement within 45 days from the date of the memorandum of understanding or upon termination of the memorandum of understanding. The transaction is subject to the fulfillment or waiver of certain conditions precedent, including the SMI Culture & Travel Group Holdings Limited and the shareholders of Mega-Vision Project Distribution Limited, Mega-Vision Project Production Limited and Mega-Vision Project Workshop Limited sign and deliver the formal agreement; SMI Culture & Travel Group Holdings Limited is satisfied with the results of due diligence of the business, financial and legal aspects of the Mega-Vision Project Distribution Limited, Mega-Vision Project Production Limited and Mega-Vision Project Workshop Limited; SMI Culture & Travel Group Holdings Limited and the shareholders of Mega-Vision Project Distribution Limited, Mega-Vision Project Production Limited and Mega-Vision Project Workshop Limited have obtained all necessary consents, permits and approvals in relation to the transaction and SMI Culture & Travel Group Holdings Limited has complied with all the requirements of the Listing Rules and/ or the Code on Takeovers and Mergers in relation to the transaction and other conditions set out in the formal agreement. SMI Culture & Travel Group Holdings Limited (SEHK:2366) cancelled the acquisition of Mega-Vision Project Distribution Limited, Mega-Vision Project Production Limited and Mega-Vision Project Workshop Limited from the shareholders of Mega-Vision Project Distribution Limited, Mega-Vision Project Production Limited and Mega-Vision Project Workshop Limited on August 6, 2018.