09:34     SMI CORP<00198> - Announcement (2)                                  

    To the best of the Directors' knowledge, information                      
    and belief having made all reasonable enquiry,                            
    Alfresco and the ultimate beneficial owner of Alfresco                    
    are third parties independent of the Company and                          
    connected persons (as defined in the Listing Rules)                       
    of the Company.                                                           
                                                                              
    (3) Assets being disposed of                                              
                                                                              
    The Sale Shares and the Sale Loans. The Sale Loans will                   
    be disposed by means of the Loan Assignment.                              
                                                                              
    (4) Consideration                                                         
                                                                              
    The aggregate consideration is HK$48 million, of which                    
    HK$30 million is consideration for the Sale Shares and                    
    HK$18 million is consideration for the Sale Loans.                        
                                                                              
    (5) Payment terms                                                         
                                                                              
    The sum of HK$30 million in respect of the Sale Shares                    
    will be satisfied in cash by five instalments as                          
    follows:                                                                  
                                                                              
    (i)   the first instalment in the sum of HK$1 million                     
    is payable upon signing of the Agreement;                                 
                                                                              
    (ii)   the second instalment in the sum of HK$4 million                   
    is payable within 10 business days from the date of                       
    the Agreement;                                                            
                                                                              
    (iii)   the third instalment in the sum of HK$5 million                   
    is payable within 25 business days from the date of                       
    the Agreement;                                                            
                                                                              
    (iv)   the fourth instalment in the sum of HK$10                          
    million is payable within 6 months from the date of                       
    the Agreement; and                                                        
                                                                              
    (v)   the fifth instalment in the sum of HK$10 million                    
    is payable within 9 months from the date of the                           
    Agreement.                                                                
                                                                              
    The sum of HK$18 million in respect of the Sale Loans                     
    will be paid by Alfresco to Stepwise within 18 months                     
    from the date of the Agreement in the following manner:                   
                                                                              
    (i)   HK$15 million will be satisfied in cash or, at                      
    Stepwise's election, by HK$15 million worth of                            
    broadcasting rights of films or television programmes,                    
    which will be valued by reference to the licensing fees                   
    payable for similar types of films/TV programmes                          
    taking into consideration the cast, director,                             
    production costs, popularity, whether the films/TV                        
    programmes have received or been nominated for awards                     
    etc. and the licensing fees charged for the films/TV                      
    programmes on first release and in other territories;                     
    and                                                                       
                                                                              
    (ii)   HK$3 million will be satisfied by HK$3 million                     
    worth of broadcasting rights of films or television                       
    programmes or advertising air-time.                                       
                                                                              
    The HK$15 million and HK$3 million worth of                               
    broadcasting rights of films or televisions                               
    programmes or advertising air-time shall be subject                       
    to negotiation between the parties and determined at                      
    the time when Alfresco has provided specific                              
    programmes. Stepwise will only accept to take such                        
    broadcasting rights or air-time if these are                              
    re-saleable at fair market price or at a price higher                     
    than the then market price.                                               
                                                                              
    (6) Delivery                                                              
                                                                              
    Delivery of the Sale Shares (comprising of 35% of the                     
    issued share capital in Alfaway) and the Sale Loans                       
    will take place in three (3) tranches as follows:                         
                                                                              
    (i)   1st tranche: shares equivalent to 25% of the                        
    issued share capital in Alfaway will be delivered                         
    after Alfresco has paid a total sum of HK$10 million                      
    under the Agreement;                                                      
                                                                              
    (ii)   2nd tranche: shares equivalent to 15% of the                       
    issued share capital in Alfaway will be delivered                         
    after Alfresco has paid a total sum of HK$15 million;                     
                                                                              
    (iii)   3rd tranche: the Loan Assignment assigning the                    
    rights and benefits under the Sale Loans will be                          
    delivered after Alfresco has paid a total sum of HK$35                    
    million;