Symphony Holdings Limited — Capital/Financing Update 2017

Jun 20, 2017

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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新灃集團有限公司*

(Incorporated in Bermuda with limited liability) (Stock Code: 01223) (Warrant Code: 1537)

DISCLOSEABLE TRANSACTION

ADDENDUM TO THE FACILITY LETTER

THE ADDENDUM TO FACILITY LETTER

The Board announces that on 20[th] June 2017, China Rise Finance, an indirect wholly-owned subsidiary of the Company, entered into an Addendum to the Facility Letter with Customer A relating to the extension of the repayment date of a secured facility granted under a facility letter entered into between China Rise Finance and Customer A on 29[th ] December 2016 (“ Facility Letter ”).

Pursuant to the Facility Letter, China Rise Finance provided a loan in the amount of HK$38,000,000 to Customer A for a term of 6 months and the repayment date is 29[th] June 2017. Under the Addendum, the repayment date of the Loan was extended for another 4 months until 29[th] October 2017. No further sums have been advanced under the Facility Letter and the exposure of China Rise Finance to Customer A remains the same.

LISTING RULES IMPLICATIONS

As the applicable percentage ratio under Rule 14.07 of the Listing Rules in respect of the extension of the repayment date of the Loan is more than 5% but less than 25%, the Loan as extended under the Addendum constitutes a discloseable transaction for the Company under Chapter 14 of the Listing Rules and is therefore subject to the reporting and announcement requirements under the Listing Rules.

THE ADDENDUM

The Board announces that on 20[th] June 2017, China Rise Finance, an indirect wholly-owned subsidiary of the Company, entered into the Addendum with Customer A. No further sums

* For identification purpose only

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have been advanced under the Facility Letter and the exposure of China Rise Finance to Customer A remains the same.

Subsequent to the Addendum the key terms of the Facility Letter are as follows:

Lender China Rise Finance Borrower Customer A Principal HK$38,000,000 Interest rate 23% per annum Repayment date On or before 29[th] October 2017 Security (i) deed of guarantee provided by the beneficial owner of Customer A; and (ii) charge over the shares of a company listed on the Stock Exchange Prepayment Customer A may repay the whole or part of the Loan after 2 calendar months from the original repayment date which is 29[th] June 2017 subject to the provision of not less than one calendar month’s advance notice in writing or payment to the lender one month’s interest in lieu of notice.

Repayment Customer A shall pay the interest on a monthly basis and repay the principal on the repayment date.

To the best of the Directors' knowledge, information and belief having made all reasonable enquiry, Customer A is a third party independent of the Company and its connected persons.

FUNDING OF THE LOAN

China Rise Finance has funded the Loan through internal resources.

INFORMATION ON THE COMPANY

The Company is an investment holding company. Its principal businesses include (i) retailing and sourcing; (ii) branding; (iii) property investment and holding in Hong Kong and the PRC; (iv) management and operation of outlet malls in the PRC; (v) provision of financial services; and (vi) duty-free business.

REASONS FOR THE ADDENDUM

The extension of the repayment date of the Loan to Customer A is in the ordinary and usual course of business of the Company. The terms of the Addendum were negotiated on an arm’s length basis between China Rise Finance and Customer A and on normal commercial terms. Taking into account (i) the satisfactory repayment record of Customer A under the Facility Letter and that (ii) interest can be generated from the provision of loan facilities, the Directors

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believe that the terms of the Addendum are fair and reasonable and in the interests of the Company and its shareholders as a whole.

LISTING RULES IMPLICATIONS

As the applicable percentage ratio under Rule 14.07 of the Listing Rules in respect of the extension of the repayment date of the Loan is more than 5% but less than 25%, the Loan granted under the Addendum constitutes a discloseable transaction for the Company under Chapter 14 of the Listing Rules and is therefore subject to the reporting and announcement requirements under the Listing Rules.

DEFINITIONS

In this announcement, the following expressions have the following meanings:

“Addendum” the addendum to the Facility Letter entered into between China Rise Finance and Customer A on 20[th] June 2017 “Board” board of directors of the Company “China Rise Finance” China Rise Finance Co., Limited, a company incorporated in Hong Kong with limited liability with money lender licence registered under Money Lenders Ordinance (Chapter 163 of the Laws of Hong Kong), which is an indirect wholly-owned subsidiary of the Company

• “Company” Symphony Holdings Limited, a company incorporated in Bermuda with limited liability, the shares and warrants of which are listed on the main board of the Stock Exchange (Stock code : 1223 and Warrant code : 1537)

• “Customer A” the borrower being a company incorporated in the British Virgin Islands and a third party independent of the Company and its connected persons (as defined under the Listing Rules)

• “Directors” the director(s) of the Company

• “HK$” Hong Kong dollars, the lawful currency of Hong Kong

“Hong Kong” the Hong Kong Special Administrative Region of the PRC

“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

• “Loan” the loan in the principal amount of HK$38,000,000 “PRC” the People’s Republic of China

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“Stock Exchange”

the Stock Exchange of Hong Kong Limited

“ % ”

per cent

By order of the Board Symphony Holdings Limited Cheng Tun Nei Chairman

Hong Kong, 20[th] June 2017

As at the date of this announcement, the Directors are:

Executive Directors: Mr. Cheng Tun Nei (Chairman & Chief Executive Officer) Mr. Chan Kar Lee Gary Mr. Hong Kim Cheong Independent non-executive Mr. Shum Pui Kay Directors: Mr. Wah Wang Kei Jackie Mr. Chow Yu Chun Alexander

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