Notice Relating to Acquisition of Stellar Mega Media Group

Notice Relating to Acquisition of Stellar Mega Media Group

LOS ANGELES, April 6 /PRNewswire-FirstCall/ -- This Notice is published on April 6, 2006 reference to the "Conditional Stock Purchase Agreement" dated February 25, 2006 between Mr. Qin Hui of Strategic Media International Limited (SMI) as "Seller" and Starwin Media Holdings Inc. The "Buyer" in a transaction which Starwin Media Holdings Inc. acquired 70% of Strategic Media International Limited, the single majority shareholder with controlling interest of SMI International (HK. 0198), Stellar Publishing (HK. 8010) and M Channel (HK. 8036), and to further acquire 26.61% shares of Stellar Mega Union (SZ. 000892), 88% shares of Stellar Mega Media Group, 60% shares of Stellar Digital, 60% shares of Feiteng Production and 70% shares of Instec Tec., etc.

Under the terms and conditions in Section 1.4 of the Agreement, Mr. Qin Hui has agreed to surrender the management rights to Starwin Media Holdings Inc., and the present directors of Stellar Mega Union and its subsidiaries including the group of companies shall resign and surrender office to Starwin Media Holdings Inc. with board controlling interests.

Upon effective takeover of the management, and after admission of majority nominated board members by Starwin Media Holdings Inc, Starwin shall negotiate with creditor banks (Creditors) on its outstanding loans owing the creditor banks for an agreeable and acceptable settlement agreement between Starwin Media Holdings Inc and the creditor banks.

Creditor Banks or Creditors related to the above companies, please immediately notify Starwin Media Holdings Inc. by telephone, fax or email.

Starwin Media Holdings Inc.
1000 Wilshire Blvd, Suite 401
Los Angeles, CA 90017
Tel: 1-213-627-1280
Fax: 1-213-785-1113
Email: ir@starwinmedia.com

Source: Starwin Media Holdings Inc.

CONTACT: Starwin Media Holdings Inc., +1-213-627-1280, Fax
- +1-213-785-1113, ir@starwinmedia.com

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