Symphony Holdings Limited — M&A Activity 2014

Apr 30, 2014

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 THE ACQUISITION OF JIN DRAGON HOLDINGS LIMITED AND CERTAIN RELATED INDEBTEDNESS

The board of Directors is pleased to announce that all conditions precedent as stipulated in the SPA have been fulfilled and the Acquisition was completed on 30 April 2014. As a result, Jin Dragon has become a wholly-owned subsidiary of Symphony and its accounts will be consolidated into the accounts of the Group.

Reference is made to the announcement of Symphony Holdings Limited dated 12 February 2014 (the “ Announcement ”) in relation to the acquisition of Jin Dragon Holdings Limited and certain related indebtedness involving the issue of new Symphony Shares under general mandate as part of the Consideration. Capitalised terms used herein shall have the same meanings as those defined in the Announcement unless otherwise defined.

The board of Directors is pleased to announce that all conditions precedent as stipulated in the SPA have been fulfilled and the Acquisition was completed on 30 April 2014. As a result, Jin Dragon has become a wholly-owned subsidiary of Symphony and its accounts will be consolidated into the accounts of the Group. Pursuant to the terms of the SPA, 261,000,000 Consideration Shares, representing approximately 11.03% of Symphony’s share capital as enlarged by the allotment and issue of the Consideration Shares, were issued to Mr. Cheng at Completion.

* For identification only

The following table sets out the shareholding structure of Symphony as at the date of this announcement:

Well Success Investment Limited_(Note 1)Mr. ChengMr. Chang Tsung Yuan(Note 2)Mr. Chan Ting Chuen(Note 3)_Public Symphony ShareholdersTotal	Number ofSymphony SharesApproximate%664,677,46828.09261,000,00011.034,500,0000.198,950,0000.38
	939,127,46839.691,427,076,11260.31
	2,366,203,580100.00

Notes:

1. Well Success Investment Limited is directly interested in 664,677,468 Symphony Shares and is owned as to 40% by First Dynamic International Limited, 40% by Frensham Investments Limited and 20% by Mr. Chang Tsung Yuan.

2. Mr. Chang Tsung Yuan is an executive Director and deputy chairman of the board of Directors. He is directly interested in 4,500,000 Symphony Shares and holds 20% of the issued share capital of Well Success Investment Limited.

3. Mr. Chan Ting Chuen is an executive Director and chairman of the board of Directors. He is directly interested in 8,950,000 Symphony Shares and is a substantial shareholder of Royal Pacific Limited, which holds more than one-third of the issued share capital of First Dynamic International Limited.

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

Hong Kong, 30 April 2014

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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) Mr. Chang Tsung Yuan (Deputy Chairman) Ms. Chen Fang Mei Mr. Chan Kar Lee Gary Non-executive Director: Mr. Li I Nan 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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