HONG KONG, Feb 9 - Cheong Ming Holdings Ltd and Sega.com Inc said on Wednesday they have formed an alliance in which the two companies will swap shares in a deal valued at HK$137 million.

Cheong Ming will issue new shares representing 32.97 percent of its enlarged share capital to Sega.com in return for a 6.8 percent stake in Sega.com's PC Networks Inc unit, which operates a personal computer online gaming network under the name Heat.net in the United States.

Sega.com is a wholly owned subsidiary of Japanese video game maker Sega Enterprises Ltd .

The partnership with Cheong Ming will give Sega.com immediate access to the Asian market outside Japan, the companies said in a statement.

Sega.com will focus on development of localised and Chinese Internet entertainment networks and will leverage its experience in its PC-based as well as game console-based network games.

Sega.com wants to use Hong Kong as a gateway to enter the Chinese market, which it views as having strong potential for the Internet online gaming business.

The transaction price values Cheong Ming shares at HK$0.8566 each, equivalent to the net asset value per share of Cheong Ming, which mainly manufactures and prints shipping cartons.

Cheong Ming shares have risen sharply in recent weeks on speculation of the deal. They have been suspended since January 31, when they closed at HK$0.97.

The family of Cheong Ming chairman Lui Chi will remain in control of the company, with a stake of about 42.68 percent following the Sega.com transaction, the companies said in the statement.