SMI Culture & Travel : Announcements and Notices - Resignation and Appointment of Independent Non-executive Director and Changes of Members of the Board Committees

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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) RESIGNATION AND APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR AND CHANGES OF MEMBERS OF THE BOARD COMMITTEES APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR

The board of directors (the "Board") of SMI Culture & Travel Group Holdings Limited (the "Company" together with its subsidiaries, the "Group") is pleased to announce that Mr. Rao Yong ("Mr. Rao") has been appointed as an independent non-executive director, the chairman of the audit committee and the remuneration committee and a member of the nomination committee of the Company with effect from 20 January 2017.

Mr. Rao, aged 58, graduated from Guangxi University of Finance and Economics*(廣西財經學 院), with a diploma of business finance in June 1980. He also obtained a master degree of economic management from Party School of Guangdong Province*(廣東省黨校). Mr. Rao is a certified public accountant and an auditor in the PRC. Mr. Rao worked as a fiscal commissioner at Guangxi Wuzhou Finance Bureau* (廣西梧州市財政局) from June 1908 to May 1984. During the period from June 1984 to December 1990, he served as a section chief at Guangxi Wuzhou Auditing Bureau* (廣西梧州市審計局). From December 1990 to September 1997, he was a director* (處 長) of the division at Shenzhen Auditing Bureau* (深圳市梧州市審計局). During the period from September 1993 to September 1997, he held a concurrent post as the head of Shenzhen Auditing Firm*(深圳審核事務所所長). He joined Shenzhen Pengcheng Accounting Firm*

* For identification purpose only

(深圳鵬城會計師事務所) as the general manager and the partner in September 1997 and left in August 2012. From August 2012 to present, Mr. Rao worked as the managing partner and the head of Guangdong office of Ruihua Certified Public Accountants* (瑞華會計師事務所). He served as a president of Shenzhen Institute of Certified Public Accountants*（深圳市註冊會計師協會 會長）from December 2005 to September 2010 and the vice president of Guangdong Institute of Certified Public Accountants*（廣東省註冊會計師協會副會長）during November 2009 to May 2014, respectively. Mr. Rao was appointed as a member of the Fifth People's Congress of Shenzhen City*（深圳市第五屆人大代表）in May 2010 and a member of the Sixth People's Congress of Shenzhen City*（深圳市第六屆人大代表）and a member of the project budget committee of People's Congress Standing Committee of Shenzhen City*（深圳市人大常務委員 會計劃預算委員會委員）in May 2010, respectively.

Save as disclosed above and as at the date of this announcement, Mr. Rao does not hold any position in the Company or any of its subsidiaries nor have any relationship with any director, senior management, substantial shareholder or controlling shareholder of the Company. He also not held any directorship in other listed companies in Hong Kong or overseas or other major appointments and qualifications in the past three years.

As at the date of this announcement, Mr. Rao 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, the Laws of Hong Kong).

The Company has entered into a letter of appointment with Mr. Rao in relation to his appointment as an independent non-executive director. Mr. Rao has been appointed for a term of two years commencing on 20 January 2017, subject to retirement by rotation and re-election in accordance with the bye-laws of the Company. Mr. Rao is entitled to a director's fee of HK$20,000 per month, which has been approved by the Board having considered his responsibilities and duties, the Company's remuneration policy and the prevailing market conditions.

Mr. Rao has confirmed that he meets the independence criteria as set out in Rule 3.13 of the Listing Rules. In relation to Mr. Rao's appointment as an independent non-executive director, there is no other information to be disclosed pursuant to the requirements of the provisions under Rule 13.51(2)(h) to Rule 13.51(2)(v) of the Listing Rules and no other matters that need to be brought to the attention of the shareholders of the Company.

* For identification purpose only

RESIGNATION OF INDEPENDENT NON-EXECUTIVE DIRECTOR

The Board also announces that Mr. Du Jiang ("Mr. Du") has resigned as an independent non- executive director with effect from 20 January 2017 due to his other personal commitments. Upon has resignation, he has also ceased to be the chairman of the audit committee and the remuneration committee and a member of the nomination committee.

Mr. Du has confirmed that he has no disagreement with the Board and there are no matters relating to his resignation that needs to be brought to the attention of the shareholders of the Company.

The Board would like to extend its warm welcome to Mr. Rao for joining the Board and thank Mr. Du for his past contributions to the Company.

By order of the Board

SMI Culture & Travel Group Holdings Limited Zhong Naixiong

Chairman and Executive Director

Hong Kong, 20 January 2017

As at the date of this announcement, the executive Directors are Mr. Zhong Naixiong (Chairman), Mr. Kong Dalu and Ms. Yao Qinxi; and the independent nonexecutive Directors are Mr. Rao Yong, Mr. Liu Xianbo and Mr. Wu Chien-Chiang.