Symphony Holdings Limited — Proxy Solicitation & Information Statement 2020

Apr 28, 2020

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action you should take, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional advisor.

If you have sold or transferred all your shares in Symphony Holdings Limited, you should hand this circular and the accompanying proxy form to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee at once.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

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SYMPHONY HOLDINGS LIMITED 新灃集團有限公司 *

(Incorporated in Bermuda with limited liability)

(Stock Code: 01223)

PROPOSALS INVOLVING

GENERAL MANDATE TO ISSUE AND REPURCHASE SHARES, RE-ELECTION OF RETIRING DIRECTORS, REFRESHMENT OF SCHEME MANDATE LIMIT OF THE SHARE OPTION SCHEME AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of Symphony Holdings Limited to be held at the Boardroom on the 10th Floor of Island Place Tower, 510 King’s Road, North Point, Hong Kong on Friday 12th June 2020 at 10:00 a.m. is set out in the notice of Annual General Meeting on pages 17 to 21 of this circular.

Whether or not you are able to attend the meeting, you are advised to read the notice and complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the branch share registrar of the Company in Hong Kong, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the scheduled time for holding the Annual General Meeting. You will not be precluded from attending and voting in person at the Annual General Meeting if you complete and return the proxy form.

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

To safeguard the health and safety of Shareholders and to prevent the spreading of the COVID-19 pandemic, the following precautionary measures will be implemented at the 2020 Annual General Meeting of the Company (“AGM”): (1) Compulsory temperature screening/checks (2) Submission of Health Declaration Form (3) Wearing of surgical face mask (4) No provision of refreshments or drinks Attendees who do not comply with the precautionary measures referred to in (1) to (3) above may be denied entry to the AGM venue, at the absolute discretion of the Company as permitted by law.

For the health and safety of Shareholders, the Company would like to encourage Shareholders to exercise their right to vote at the AGM by appointing the Chairman of the AGM as their proxy and to return their proxy forms by the time specified above, instead of attending the AGM in person.

Hong Kong, 29 April 2020

• For identification only

CONTENTS

	Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
APPENDIX I – PARTICULARS OF DIRECTORS PROPOSED
FOR RE-ELECTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
APPENDIX II – EXPLANATORY STATEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
NOTICE OF ANNUAL GENERAL MEETING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17

– i –

DEFINITIONS

In this circular, the following expressions shall have the following meanings unless the context requires otherwise:

“Annual General Meeting” the annual general meeting of the Company to be held on Friday 12th June 2020 at 10:00 a.m. or any adjournment thereof

“Board” the board of directors of the Company or a duly authorised committee thereof “Bye-laws” the bye-laws of the Company for the time being in force which was amended and approved by Shareholders on 25th July 2011 “CG Code” the Code on Corporate Governance Practices as set out in Appendix 14 to the Listing Rules “Close Associates” has the meaning ascribed to it under the Listing Rules “Companies Act” the Companies Act 1981 of Bermuda “Company” Symphony Holdings Limited, a company incorporated in Bermuda with limited liability and the Shares of which are listed on the Exchange (Stock Code: 01223) “Designated Stock Exchange” the definition of Designated Stock Exchange as defined under the Bye-Laws “Director(s)” the director(s) of the Company for the time being “Exchange” The Stock Exchange of Hong Kong Limited “Group” the Company and its subsidiaries “Hong Kong” Hong Kong Special Administrative Region of the PRC “HKD” Hong Kong dollars, the lawful currency of the Hong Kong Special Administrative Region of the People’s Republic of China

– 1 –

DEFINITIONS

“Issue Mandate”	the proposed general and unconditional mandate to be
	granted to the Directors to allot, issue and deal with Shares
	not exceeding 20 per cent. of the total issued share capital
	of the Company in issue as at the date of passing of the
	relevant resolution at the Annual General Meeting
“Latest Practicable Date”	23 April 2020, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information
	contained herein
“Listing Rules”	the Rules Governing the Listing of Securities on the
	Exchange
“Memorandum of Association”	the memorandum of association of the Company
“Ordinary Resolution(s)”	the proposed ordinary resolution(s) as referred to in the
	notice of Annual General Meeting
“Participants”	eligible participants as defined under the Share Option
	Scheme
“PRC”	the People’s Republic of China
“Repurchase Mandate”	a general and unconditional mandate enabling the Directors
	to repurchase Shares as defined in the section headed
	“General Mandate to Issue and Repurchase Shares”
“SFO”	the Securities and Futures Ordinance of the Laws of Hong
	Kong
“Share(s)”	ordinary share(s) of HKD0.10 each in the share capital of
	the Company
“Share Option Scheme”	the share option scheme of the Company adopted on 10th
	June 2011 at the annual general meeting of the Company
“Share Repurchase Rules”	the relevant rules set out in the Listing Rules to regulate
	the repurchase by companies with primary listings on the
	Exchange of their own securities on the Exchange

– 2 –

DEFINITIONS

“Shareholder(s)” registered holder(s) of Share(s) “Takeover Code” the Codes on Takeovers and Mergers and Share Repurchases

– 3 –

LETTER FROM THE BOARD

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SYMPHONY HOLDINGS LIMITED 新灃集團有限公司 *

(Incorporated in Bermuda with limited liability)

(Stock Code: 01223)

Executive Directors:

Mr. Cheng Tun Nei (Chairman & Chief Executive Officer) Mr. Chan Kar Lee Gary

Mr. Lee Cheung Ming

Registered Office: Clarendon House 2 Church Street Hamilton HM11 Bermuda

Independent Non-executive Directors:

Mr. Shum Pui Kay Mr. Wah Wang Kei Jackie Mr. Chow Yu Chun Alexander

Principal Place of Business in Hong Kong: 10th Floor, Island Place Tower 510 King’s Road, North Point Hong Kong

29 April 2020

To Shareholders

Dear Sirs,

PROPOSALS INVOLVING

GENERAL MANDATE TO ISSUE AND REPURCHASE SHARES, RE-ELECTION OF RETIRING DIRECTORS, REFRESHMENT OF SCHEME MANDATE LIMIT OF THE SHARE OPTION SCHEME AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information reasonably necessary to enable you to decide whether to vote for or against the following proposed Ordinary Resolutions to be proposed at the Annual General Meeting for the approval of, inter alia:

• For identification only

– 4 –

LETTER FROM THE BOARD

• (a) the re-election of retiring Director(s);

• (b) the refreshment of the Scheme Mandate Limit on the grant of options under the Share Option Scheme; and

• (c) the grant of the Share Issue Mandate and Share Repurchase Mandate to Directors to issue new Shares and repurchase Shares.

RE-ELECTION OF RETIRING DIRECTOR(S)

At the Annual General Meeting, Mr. Cheng Tun Nei (“Mr. Cheng”) and Mr. Chow Yu Chun Alexander (“Mr. Chow”) will retire as Directors by rotation and, being eligible, offer themselves for re-election in accordance with Bye-laws 87 and 88.

Mr. Cheng and Mr. Chow’s re-appointment and remuneration packages have been reviewed, considered and recommended by the Nomination Committee and the Remuneration Committee.

Mr. Chow has also provided his confirmation of independence pursuant to Rule 3.13 of the Listing Rules. The Board considers the re-election of Mr. Chow as independent non-executive director in the interests of the Company and shareholders as a whole.

Taking into account Mr. Cheng’s and Mr. Chow’s management experience, qualifications, knowledge, skills and the businesses of the Group, the Board has resolved that separate resolution will be proposed for re-electing Mr. Cheng and Mr. Chow at the Annual General Meeting.

Particulars of Mr. Cheng and Mr. Chow are set out in Appendix I to this circular.

– 5 –

LETTER FROM THE BOARD

REFRESHMENT OF SCHEME MANDATE LIMIT OF THE SHARE OPTION SCHEME

The Company adopted the Share Option Scheme pursuant to an ordinary resolution passed by the Shareholders in a general meeting held on 10 June 2011 for the purpose of (a) providing eligible participants with the opportunity to acquire proprietary interests in the Company and (b) to encourage participants to work towards enhancing the value of the Company and its shares for the benefit of the Company and its shareholders as a whole. At the annual general meeting of the Company held on 14 June 2019, the scheme mandate limit was refreshed and approved by the then Shareholders whereby an aggregate of 297,407,620 shares may be issued upon exercise of options granted under the Share Option Scheme subject to the Scheme Mandate Limit. Under the terms of the Share Option Scheme:

• (1) the maximum number of Shares which may be allotted and issued upon the exercise of all outstanding options granted and yet to be exercised under the Share Option Scheme and any other share option scheme must not in aggregate exceed thirty (30) per cent. of the Shares in issue from time to time;

• (2) the total number of Shares which may be allotted and issued upon the exercise of all options (excluding, for this purpose, options which have lapsed in accordance with the terms of the Share Option Scheme and any other share option scheme) to be granted under the Share Option Scheme and any other share option scheme must not in aggregate exceed ten (10) per cent. of the Company’s issued Shares as at the date of approval of the Share Option Scheme (“Scheme Mandate Limit”);

• (3) subject to (1) above and without prejudice to (4) below, the Company may seek approval of the Shareholders in general meeting to refresh the Scheme Mandate Limit provided that the total number of Shares which may be allotted and issued upon the exercise of all options to be granted under the Share Option Scheme and any other share option scheme must not exceed ten (10) per cent. of the Shares in issue as at the date of the Shareholders’ approval of the refreshing of the Scheme Mandate Limit (as at the Latest Practicable Date, ten (10) per cent. of the number of Shares in issue was 297,422,523 and, for the purpose of calculating the Scheme Mandate Limit as refreshed, options (including those outstanding, cancelled, lapsed or exercised in accordance with the Share Option Scheme and any other option scheme) previously granted under the Share Option Scheme and any other share option scheme will not be counted; and

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LETTER FROM THE BOARD

• (4) subject to (1) above and without prejudice to (3) above, the Company may seek separate approval of the Shareholders in general meeting to grant options beyond the Scheme Mandate Limit or, if applicable, the refreshed limit referred to in (3) above to Participants specifically identified by the Company before such approval is sought.

From 14th June 2019, the date of the last annual general meeting of the Company, up until the Latest Practicable Date, no option was granted.

As at the Latest Practicable Date, there are no options outstanding and unexercised since the date of adoption of the Share Option Scheme. The Directors have no present intention to grant any further options under the existing Scheme Mandate Limit prior to the Annual General Meeting. The Board wishes to take this opportunity to recommend for the Shareholders’ approval at the Annual General Meeting that the existing Scheme Mandate Limit be refreshed so that the total number of Shares which may be issued upon exercise of all options to be granted under the Share Option Scheme of the Company shall be increased over a larger number of Shares (297,422,523 Shares) than the existing Scheme Mandate Limit (297,407,620 Shares). The Directors are of the view that in order to provide incentives and rewards to the eligible persons for their contribution to, and continuing efforts to promote the interests of, the Group by granting share options to them, the scheme mandate limit under the Share Option Scheme shall be refreshed to provide the Company with greater flexibility. Options previously granted under the Share Option Scheme of the Company (including options outstanding, cancelled or lapsed in accordance with the relevant scheme rules or exercised options) will not be counted for the purpose of calculating the Scheme Mandate Limit as refreshed.

If the Scheme Mandate Limit is refreshed, on the basis of 2,974,225,233 Shares in issue as at the Latest Practicable Date and assuming that no Shares are issued or repurchased prior to the Annual General Meeting, the Board will be able to grant options for subscription of up to 297,422,523 Shares, which do not include options that are outstanding, cancelled, or lapsed as at the Annual General Meeting. As at the Latest Practicable Date, the Company has not adopted any share option scheme other than the Share Option Scheme.

The refreshing of the Scheme Mandate Limit is conditional upon:

• (a) the passing of an Ordinary Resolution to approve the refreshing of the Scheme Mandate Limit by the Shareholders at the Annual General Meeting; and

• (b) the Stock Exchange granting listing of and permission to deal in the Shares (representing ten (10%) per cent. of the issued share capital of the Company as at the date of the Annual General Meeting approving the refreshing of the Scheme Mandate Limit) which may fall to be issued pursuant to the exercise of options under the Share Option Scheme and any other share option scheme(s) of the Company.

– 7 –

LETTER FROM THE BOARD

Application will be made to the Exchange for the approval of the listing of and permission to deal in the Shares (representing a maximum of ten (10) per cent. of the issued share capital of the Company as at the date of the Annual General Meeting approving the refreshing of the Scheme Mandate Limit) which may fall to be issued pursuant to the exercise of options under the Share Option Scheme and any other share option scheme(s) of the Company.

GENERAL MANDATE TO ISSUE AND REPURCHASE SHARES

At the last annual general meeting of the Company held on Friday, 14th June 2019, Directors were granted a general mandate to allot and issue Shares and a general mandate to repurchase Shares. These mandates will expire at the forthcoming Annual General Meeting. Directors propose to seek the approval of Shareholders at Annual General Meeting for the grant of:

• (a) the Share Issue Mandate to issue Shares up to a maximum of 20% of the issued share capital of the Company (being 594,845,046 Shares assuming the number of issued Shares as at the Latest Practicable Date is 2,974,225,233) as at the date of passing of the relevant resolution;

• (b) the Share Repurchase Mandate to repurchase Shares up to a maximum of 10% of the Shares in issue as at the date of passing of the relevant resolution; and

• (c) the extension of the Share Issue Mandate to issue Shares by the number of Shares purchased under the Share Repurchase Mandate mentioned in (b) above.

Directors believe that it is in the interests of the Company and Shareholders as a whole if the above general mandates are granted at the Annual General Meeting. Such general mandate as referred to in (a) to (c) provides Directors with flexibility to issue Shares especially in the context of a fundraising exercise or a transaction involving an acquisition by the Company where Shares are to be issued as consideration and which has to be completed speedily.

The explanatory statement to provide you with all the information necessary to enable you to make an informed decision on whether to vote for or against the resolutions concerning Share Repurchase Mandate as required by the Listing Rules is set out in Appendix II to this circular.

VOTING BY POLL

In accordance with Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll. Accordingly, the chairman of the Annual General Meeting will exercise his/her right under Bye-law 66 to demand a poll on all resolutions to be proposed at Annual General Meeting.

– 8 –

LETTER FROM THE BOARD

ACTION TO BE TAKEN

A form of proxy for Annual General Meeting is enclosed herewith. Whether or not you intend to attend Annual General Meeting, you are requested to complete the proxy form and return it to the branch share registrar of the Company in Hong Kong, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time scheduled for holding the Annual General Meeting or any adjournment thereof.

ANNUAL GENERAL MEETING

The Annual General Meeting will be held at the Boardroom on the 10th Floor of Island Place Tower, 510 King’s Road, North Point, Hong Kong on Friday, 12th June 2020 at 10:00 a.m. Notice of Annual General Meeting is set out on pages 17 to 21 of this circular.

BAD WEATHER ARRANGEMENT

In the event if Typhoon Signal No. 8 (or above) or a Black Rainstorm Warning Signal is hoisted:

• a) but lowered at or before 9:00 AM, the AGM will be held at 10:00 AM on the same day at the same venue; or

• b) but lowered at or before 2:00 PM, the AGM will be adjourned to 5:00 PM on the same day at the same venue; or

• c) but lowered after 2:00 PM, the AGM will be adjourned to 10:00 AM on Friday, 19th June 2020 at the same venue.

If the AGM is so adjourned, all resolutions set out in the Circular and the Notice to be proposed at the AGM will remain unchanged, and all such resolutions will be proposed at the adjourned AGM.

– 9 –

LETTER FROM THE BOARD

RESPONSIBILITY STATEMENT

This circular contains particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquires, and to the best of their knowledge and belief, there is no other facts the omission of which would make any statement herein misleading.

RECOMMENDATION

The Directors believe that the refreshment of the Scheme Mandate Limit, the extension of the Share Issue Mandate, the grant of the general mandates to issue and repurchase Shares, the re-election of Directors are in the interests of the Company and the Shareholders as a whole. The Directors recommend that the Shareholders vote in favour of the relevant resolutions to be proposed at the Annual General Meeting.

Yours faithfully, For and on behalf of Symphony Holdings Limited Cheng Tun Nei Chairman

– 10 –

APPENDIX I PARTICULARS OF DIRECTORS PROPOSED FOR RE-ELECTION

MR. CHENG TUN NEI

Mr. Cheng Tun Nei, aged 56, Chairman and Chief Executive Officer (appointed on 15 December 2014 and elected as the Chairman on 23 December 2014, he was re-elected on 9 June 2017)

Mr. Cheng was further appointed Chief Executive Officer on 30 September 2015.

He is an experienced investor in securities and also a seasoned businessman engaging in securities and financing, consultancy, hotel investment, real estate investment and development, import and export of cigarettes, perfume and cosmetic products business for many years. He is also a director of Goldsilk Capital Limited (“Goldsilk”). Goldsilk is a substantial shareholder of the Company under the Securities and Futures Ordinance.

Mr. Cheng entered into a service contract in respect of his appointment as an executive Director of the Company for a term of two years commencing from 1 January 2019. His appointment with the Company is also subject to the relevant provisions for retirement and re-election pursuant to the Bye-Laws. Pursuant to Mr. Cheng’s service contract, he will receive emoluments of HKD2,400,000 serving as an executive Director of the Company. His appointment and remuneration have been reviewed by the Nomination and Remuneration Committee and approved by the Board taking into account his duties and responsibilities, the prevailing market conditions and the performance of the Company. Given Mr. Cheng’s exposure and working experience over the past 30 years, he will bring valuable contribution towards the Group’s diversified business. Mr. Cheng has been appointed as the executive director and chairman of the investment and management committee of Lamtex Holdings Limited (HKSE: 1041) on 19th March 2020. Save for serving as a director of the aforesaid companies, he has not held directorship in other public companies in the last three years.

As at the Latest Practicable Date, Mr. Cheng is beneficially interested in 1,148,070,000 Shares. Save as disclosed above, Mr. Cheng is not related to any Director, senior management, substantial or controlling Shareholder of the Company, nor does he have any interest in the Share which is required to be disclosed under Part XV of SFO. There is no other matter that needs to be brought to the attention of Shareholders.

There is no other information relating to Mr. Cheng that is required to be disclosed pursuant to 13.51(2)(h) to (v) of the Listing Rules.

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APPENDIX I PARTICULARS OF DIRECTORS PROPOSED FOR RE-ELECTION

MR. CHOW YU CHUN ALEXANDER

Mr. Chow Yu Chun Alexander, aged 73 (appointed on 15 December 2014 and was re-elected on 9 June 2017)

Mr. Chow possesses over 40 years of experience in commercial, financial and investment management in Hong Kong and Mainland China. He is currently also an independent non-executive director of Playmates Toys Limited (HKSE: 869) and China Strategic Holdings Limited (HKSE: 235), all two companies are listed on the Exchange. Furthermore, he is an independent non-executive director of Aquis Entertainment Limited (ASX: AQS), a company listed on Australian Securities Exchange.

While other board members are seasoned businessmen or legal practitioner, Mr. Chow was identified and recruited due to his professional experience in the field of accounting and finance. His experience working at directorial level in other listed companies both in Hong Kong and overseas will also complement current board membership portfolio. Throughout his previous tenure of office as a director of the Company, Mr. Chow has always been able to dedicate his time and effort in a way to enable him to fulfill his duty as a director of the Company. He used to serve as the independent non-executive director of Top Form International Limited (HKSE:333) until he retired upon the conclusion of the annual general meeting of the company on 31 October, 2019. Save for serving as a director of the aforesaid companies, he has not held directorship in other public companies in the last three years.

There is neither service contract nor proposed length of service between Mr. Chow and the Company. His appointment with the Company is subject to the relevant provisions for retirement and re-election pursuant to the Bye-Laws. Mr. Chow will receive a total amount of HKD170,000 serving as an independent non-executive Director of the Company. His appointment and remuneration have been reviewed by the Nomination and Remuneration Committee and approved by the Board taking into account his duties and responsibilities, the prevailing market conditions and the performance of the Company.

As at the Latest Practicable Date, Mr. Chow is not interested in any Shares or share options of the Company. Save as disclosed above, Mr. Chow is not related to any Director, senior management, substantial or controlling Shareholder of the Company, nor does he have any interest in the Share which is required to be disclosed under Part XV of SFO. There is no other matter that needs to be brought to the attention of Shareholders.

There is no other information relating to Mr. Chow that is required to be disclosed pursuant to 13.51(2)(h) to (v) of the Listing Rules.

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EXPLANATORY STATEMENT

APPENDIX II

This explanatory statement contains information required under the Listing Rules to accompany the notice of Annual General Meeting at which a resolution is to be proposed in relation to the repurchase by the Company of its own Shares. Its purpose is to provide Shareholders with all information reasonably necessary for you to make an informed decision on whether to vote for or against the ordinary resolutions to approve the Share Repurchase Mandate at Annual General Meeting.

SHARE REPURCHASE RULES

The Listing Rules contain provisions to regulate the repurchase by companies with primary listings on the Exchange of their own securities.

Under the Share Repurchase Rules, any Share repurchases by a company with a primary listing on the Exchange has to comply with the following provisions:

(a) Shareholders’ Approval

All on-market share repurchases by a company must obtain a specific approval or a general mandate in advance by way of ordinary resolution by shareholders. The shares proposed to be repurchased are fully paid up.

(b) Source of Funds

Repurchases must be made out of funds which are legally available for such purpose in accordance with Memorandum of Association, Bye-Laws and all applicable laws of Bermuda.

SHARE CAPITAL

As at the Latest Practicable Date, the total number of issued Shares of the Company was 2,974,225,233.

– 13 –

EXPLANATORY STATEMENT

APPENDIX II

REASONS FOR SHARE REPURCHASE

Although Directors have no present intention to repurchase any Shares, they believe that it is in the best interests of the Company and the Shareholders for Directors to seek a general authority from Shareholders to enable the Company to repurchase Shares in the market. At any time in future when Shares are trading at a discount to their underlying value, the ability of the Company to repurchase Shares will be beneficial to Shareholders who retain investments in the Company. Shareholders’ percentage interests in the assets of the Company would increase in proportion to the number of Shares repurchased by the Company, thereby resulting in an increase in net assets and/or earnings per Share. Such repurchases will only be made when Directors believe that such repurchases will benefit the Company and the Shareholders as a whole.

Subject to the approval of the ordinary resolutions for the Share Repurchase Mandate, the Company would be allowed under the Share Repurchase Mandate to repurchase a maximum of 297,422,523 (at the practicable date) Shares on the basis that no further Share will be issued or repurchased prior to the date of Annual General Meeting.

FUNDING OF REPURCHASES

Directors propose that repurchases of Shares under the Share Repurchase Mandate would be financed from internal resources of the Company. In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with Memorandum of Association, Bye-Laws and all applicable laws of Bermuda.

The Company is empowered by its Memorandum of Association and Bye-Laws to repurchase its Shares. The Bermuda laws provide that the consideration paid in connection with a share repurchase may only be paid out of the capital paid-up on the relevant shares, or the funds of the company that would otherwise be available for dividend or distribution or the proceeds of a fresh issue of shares made for such purpose. The amount of premium payable on repurchase may only be paid out of funds of the Company that would otherwise be available for dividend or distribution or out of the share premium account of the Company before the Shares are repurchased.

Furthermore, the Companies Act provides that a company may not repurchase its own shares if on the date on which the repurchase is to be effected, there are reasonable grounds for believing that the company is, or after the repurchase would be, unable to pay its liabilities as they become due.

– 14 –

EXPLANATORY STATEMENT

APPENDIX II

No material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited consolidated financial statements contained in the annual report of the Company for the year ended 31st December 2019) is anticipated in the event that the Share Repurchase Mandate was to be carried out in full at any time during the proposed repurchase period. Directors do not propose to exercise the power granted pursuant to the Share Repurchase Mandate to such an extent that would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of Directors are from time to time appropriate for the Company. The number of Shares to be repurchased on any occasions and the price and other terms upon which Shares are repurchased will be decided by Directors at the relevant time having regard to the circumstances then pertaining.

SHARE PRICES

During each of the previous 12 months preceding the Latest Practicable Date, the highest and lowest traded price for Shares on the Exchange were as follows:

	Shares
	Highest price	Lowest price
	HKD	HKD
2019
April	1.02	0.98
May	1.01	0.98
June	1.00	0.86
July	1.02	0.88
August	0.93	0.85
September	0.94	0.80
October	0.98	0.86
November	1.00	0.90
December	0.96	0.92
2020
January	0.94	0.82
February	0.96	0.83
March	0.94	0.83
April (up to and including the Latest Practicable Date)	0.97	0.82

No repurchase of Shares has been made by the Company during the last 12 months immediately preceding the Latest Practicable Date (whether on the Exchange or otherwise).

– 15 –

EXPLANATORY STATEMENT

APPENDIX II

DIRECTORS’ UNDERTAKING

Directors have undertaken to the Exchange to exercise the powers of the Company to make purchase under the Share Repurchase Mandate in accordance with the Listing Rules, Memorandum of Association, Bye-Laws and all applicable laws of Bermuda.

EFFECT OF THE TAKEOVERS CODE

If on exercise of the power to repurchase Shares pursuant to the Share Repurchase Mandate, the proportionate interest of a Shareholder or group of Shareholders acting in concert (as defined in the Takeovers Code) in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rules 26 and 32 of the Takeovers Code. As a result, a Shareholder or group of Shareholders acting in concert could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.

As at the Latest Practicable Date, Goldsilk Capital Limited, the largest substantial Shareholder, held approximately 36.02% of the issued share capital of the Company. In the event that the Directors exercise in full the power to repurchase Shares in accordance with the Share Repurchase Mandate (if granted), then the total interests of Goldsilk Capital Limited in the issued Shares would be increased to approximately 40.02% of the total issued share capital of the Company (on the basis that no Share is issued or repurchased by the Company prior to the Annual General Meeting). In the opinion of the Directors, such increase may give rise to an obligation to make a mandatory offer under Rules 26 and 32 of the Takeovers Code. The Directors have no present intention to exercise the Share Repurchase Mandate to such an extent as would result in takeover obligations.

As at the latest practicable date, a total of 1,021,105,233 Shares are publicly held, representing 34.33% of the Company’s issued Share capital. After the Directors exercise in full the power to repurchase Shares under the Share Repurchase Mandate, the 1,021,105,233 Shares publicly held will represent 38.15% of the Company’s issued Share capital.

DIRECTORS, THEIR CLOSE ASSOCIATES AND CONNECTED PERSONS

None of the Directors or, to the best of their knowledge and having made all reasonable enquiries, or any of their close associates presently intends to sell any Shares in the Company/to the Company and/or its subsidiaries in the event that the Share Repurchase Mandate is approved by Shareholders.

The Company has not been notified by any core connected persons (as defined in the Listing Rules) of the Company that they have a present intention to sell any Shares to the Company, or that they have undertaken not to sell any Shares held by them to the Company in the event that the Share Repurchase Mandate is approved by Shareholders.

– 16 –

NOTICE OF ANNUAL GENERAL MEETING

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SYMPHONY HOLDINGS LIMITED 新灃集團有限公司 *

(Incorporated in Bermuda with limited liability)

(Stock Code: 01223)

NOTICE IS HEREBY GIVEN that the Annual General Meeting of the Shareholders of Symphony Holdings Limited will be held at the Boardroom on the 10th Floor of Island Place Tower, 510 King’s Road, North Point, Hong Kong on Friday, 12th June 2020 at 10:00 a.m. for the following purposes:

ORDINARY RESOLUTIONS

1. To receive and consider the audited financial statements of the Company and the reports of Directors and the auditors for the year ended 31st December 2019.

2. To declare a final dividend of HKD0.008 per ordinary share of the Company for the year ended 31st December 2019.

3. (a) To accept the retirement of Mr. Cheng Tun Nei (“ Mr. Cheng ”) as Director pursuant to bye-law 87 of the Bye-Laws and to re-elect Mr. Cheng as Director;

4. (b) To accept the retirement of Mr. Chow Yu Chun Alexander (“ Mr. Chow ”) as Director pursuant to bye-law 87 of the Bye-Laws and to re-elect Mr. Chow as Director;

5. (c) To authorise the Board to fix the remuneration of Directors.

• For identification only

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NOTICE OF ANNUAL GENERAL MEETING

1. To re-appoint auditors and to authorise the Board to fix their remuneration.

To consider as special businesses and, if thought fit, pass with or without amendments, the following resolutions as ordinary resolutions of the Company:

1. “ THAT

2. (a) subject to sub-paragraph (b) of this resolution, the exercise by Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase Shares issued by the Company and to make offers, agreements and options which would or might require the exercise of such powers, subject to and in accordance with all applicable laws and the requirements of the Listing Rules and Bye-Laws, be and is hereby generally and unconditionally approved;

3. (b) the aggregate nominal amount of Shares to be repurchased pursuant to the approval in sub-paragraph (a) of this resolution during the Relevant Period shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue on the date of the passing of this resolution, and the said approval shall be limited accordingly; and

4. (c) for the purpose of this resolution,

“ Relevant Period ”means the period from the date of the passing of this resolution until whichever is the earlier of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the revocation or variation of the authority given under this resolution by ordinary resolution of Shareholders in general meeting; and

• (iii) the expiration of the period within which the next annual general meeting of the Company is required by Bye-Laws or any applicable laws to be held.”;

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NOTICE OF ANNUAL GENERAL MEETING

1. “ THAT

2. (a) subject to sub-paragraph (c) of this resolution, the exercise by Directors during the Relevant Period (as hereinafter defined) of all the power of the Company to allot, issue and deal with additional Shares and to make or grant offers, agreements and options which might require the exercise of such power be and is hereby generally and unconditionally approved;

3. (b) the approval in sub-paragraph (a) of this resolution shall authorise Directors during the Relevant Period to make or grant offers, agreements and options which would or might require the exercise of the powers to allot, issue and deal with additional Shares in the capital of the Company under sub-paragraph (a) of this resolution after the end of the Relevant Period;

4. (c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by Directors pursuant to the approval in sub-paragraph (a) of this resolution, otherwise than pursuant to a Rights Issue (as hereinafter defined) or upon the exercise of rights of subscription or conversion under any outstanding warrants to subscribe for Shares or any securities which are convertible into Shares or the share option scheme of the Company or similar arrangement for the time being adopted for the grant or issue to employees of the Company and/or any of its subsidiaries of Shares or rights to acquire Shares, or any scrip dividend scheme or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares in accordance with ByeLaws, shall not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue on the date of the passing of this resolution and the said approval shall be limited accordingly; and

5. (d) for the purpose of this resolution,

“ Relevant Period ”means the period from the date of the passing of this resolution until whichever is the earlier of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the revocation or variation of the authority given under this resolution by ordinary resolution of Shareholders in general meeting; and

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NOTICE OF ANNUAL GENERAL MEETING

• (iii) the expiration of the period within which the next annual general meeting of the Company is required by Bye-Laws or any applicable laws to be held; and

“ Rights Issue ”means an offer of Shares open for a period fixed by Directors to Shareholders on the register on a fixed record date in proportion to their holdings of such Shares (subject to such exclusion or other arrangements as Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restriction or obligation under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory applicable to the Company). “; and

1. “ THAT conditional upon the passing of the ordinary resolutions numbers 5 and 6 set out in the notice convening this meeting being passed, the general mandate granted to Directors to allot, issue and deal with additional Shares pursuant to ordinary resolution number 6 above be and is hereby extended by the addition thereto of an amount representing the aggregate nominal amount of the share capital of the Company under the authority granted pursuant to ordinary resolution number 5 above, provided that such amount shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company at the date of passing this resolution.”

2. “ THAT the existing scheme mandate limit under the share option scheme of the Company adopted by a resolution of the Shareholders dated 10th June 2011 (the “ Share Option Scheme ”) be refreshed so that the aggregate nominal amount of share capital of the Company to be allotted and issued pursuant to the grant or exercise of the options under the Share Option Scheme (excluding options previously granted, outstanding, cancelled, lapsed or exercised under the Share Option Scheme) shall not exceed 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing this resolution (the “ Refreshed Limit ”) and that the Directors be and are authorized subject to compliance with the Listing Rules, to grant options under the Share Option Scheme up to the Refreshed Limit and to exercise all powers of the Company to allot, issue and deal with Shares of the Company pursuant to the exercise of such options.”

By order of the Board Anna Chow Company Secretary

Hong Kong, 29 April 2020

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NOTICE OF ANNUAL GENERAL MEETING

Notes:

• (a) A member, who is the holder of 2 or more Shares, entitled to attend and vote at Annual General Meeting is entitled to appoint more than one proxy to attend and vote on his/her behalf. A proxy needs not be a member of the Company but must be present in person at the meeting to represent the member. If more than one proxy is appointed, the appointment shall specify the number and class of Shares in respect of which each such proxy is appointed.

• (b) The instrument appointing a proxy shall be in writing under the hand of the appointor or of his/her attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same, and must be lodged with the branch share registrar of the Company in Hong Kong, Tricor Tengis Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong (“Share Registrar”), not less than 48 hours before the time appointed for holding the Annual General Meeting or any adjournment thereof.

• (c) Delivery of an instrument appointing a proxy shall not preclude a member of the Company from attending and voting in person at Annual General Meeting convened and in such event, the instrument appointing a proxy shall be deemed to be revoked.

• (d) The register of members will be closed for the purpose of determining the entitlements to the voting rights at Annual General Meeting from Tuesday, 9 June 2020 to Friday, 12 June 2020 (both days inclusive), during which period no transfer of shares will be effected. In order to qualify for the voting rights at Annual General Meeting, all transfers of Shares accompanied by the relevant Share certificates must be lodged with the Share Registrar for registration no later than 4:30 p.m. on Monday, 8 June 2020.

• (e) The proposed final dividend is expected to be distributed on Wednesday, 15 July 2020 to Shareholders whose names appear on the register of members of the Company as at the close of business on Monday, 22 June 2020. The register of members of the Company will be closed from Thursday, 18 June 2020 to Monday, 22 June 2020 (both days inclusive) during which no transfer of shares will be effected. In order to qualify for the proposed final dividend, all transfer of shares accompanied by the relevant share certificates must be lodged with the Share Registrar for registration no later than 4:30 p.m. on Wednesday, 17 June 2020.

• (f) The translation into Chinese language of this notice is for reference only. In case of any inconsistency, the English version shall prevail.

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