SMI Culture & Travel Group Holdings Limited (SEHK:2366) signed an agreement to acquire Smi Entertainment Limited from SMI Holdings Group Limited (SEHK:198) for approximately HKD 180 million on July 24, 2017. The consideration is paid for the acquisition of 1 share and sale loan worth HKD 36.3 million of Smi Entertainment. SMI Culture will pay HKD 57 million in cash and will issue 158.33 million new shares. SMI Culture Group will fund the cash payment of from its internal resources. Upon Completion, Smi Entertainment will cease to be a wholly-owned subsidiary of SMI Holdings and will become the wholly-owned subsidiary of SMI Culture. As of December 31, 2016, Smi Entertainment had revenue of HKD 23.16 million and net profit after tax of HKD 10.81 million. The transaction is subject to consummation of due diligence, approval from the listing committee of the stock exchange for the listing of and permission to deal in the new shares issued, approval by the Board of Directors of SMI Holdings, SMI Culture and Smi Entertainment, approvals from shareholders' of SMI Holdings and SMI Culture and all necessary authorization, approvals, consents, licenses and registrations required in respect of the agreement. As of September 14, 2017 SMI Culture & Travel Group Holdings Limited announced that the Special General Meeting will be held on October 9, 2017. As on October 9, 2017, Shareholders of SMI Culture & Travel Group Holdings Limited have approved the transaction. An independent board committee has been established to give recommendations to the SMI Culture shareholders on the terms and conditions of the agreement.

SMI Culture & Travel Group Holdings Limited (SEHK:2366) completed acquisition of Smi Entertainment Limited from SMI Holdings Group Limited (SEHK:198) on October 31, 2017. All conditions precedent have been satisfied.