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Symphony Holdings Limited M&A Activity 2014

Oct 16, 2014

49779_rns_2014-10-16_73352de3-204b-4614-aaf2-c399bb793e14.pdf

M&A Activity

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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 )

COMPLETION OF MAJOR AND CONNECTED TRANSACTIONS (1) ACQUISITION OF ENTIRE EQUITY INTEREST IN TRILLION EARNING LIMITED AND (2) DISPOSAL OF 42% INTEREST IN GIANT EAGLE ENTERPRISES LIMITED

Reference is made to the announcement of Symphony Holdings Limited (the “ Company ”) dated 2 July 2014 and the circular issued by the Company dated 25 August 2014 (the “ Circular ”) in relation to, among other things, (i) the proposed acquisition of the entire equity interest in Trillion Earning Limited; and (ii) the disposal of 42% equity interest in, and 42% shareholders’ loan of, Giant Eagle Enterprises Limited. Unless otherwise stated, capitalized terms used herein shall have the same meanings as those defined in the Circular.

Completion took place on 15[th] September 2014. Pursuant to the terms of the Agreement, 260,260,000 Consideration Shares were issued to the Vendor at Completion.

Based on the Completion Accounts, the consolidated net asset value of the Trillion Earning Group as shown in the Completion Accounts is higher than that as shown in the management accounts as at 31 May 2014. Accordingly, the excess of HK$1,405,752 shall be added to the Consideration and payable in cash by the Purchaser to the Vendor. The final adjusted Consideration is HK$482,951,240.

By order of the Board Symphony Holdings Limited Chan Ting Chuen Chairman

* For identification purpose only

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Hong Kong, 16 October 2014

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

Executive Directors: Mr. Chan Ting Chuen (Chairman) Mr. Sze Sun Sun Tony (Deputy Chairman & Managing Director) Ms. Chen Fang Mei Mr. Chan Kar Lee Gary Non-executive Director: Mr. Liu George Hong-chih Independent non-executive Mr. Cheng Kar Shing Directors: Mr. Ho Shing Chak Mr. Shum Pui Kay Mr. Wah Wang Kei Jackie

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