Symphony Holdings LimitedHKEX: 1223

Expiry of subscription rights attaching to the listed warrants

· Issued by Symphony Holdings Limited

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 to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your Warrants (as defined below) and/or shares in Symphony Holdings Limited, you should at once hand this circular 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.

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.

SYMPHONY HOLDINGS LIMITED

新 灃 集 團 有 限 公 司*

(Incorporated in Bermuda with limited liability)

(Stock Code: 01223)

(Warrant Code: 01537)

Executive Directors:

Registered office:

Mr. Cheng Tun Nei (Chairman and chief executive officer)

Clarendon House, 2 Church Street,

Mr. Chan Kar Lee Gary

Hamilton HM11, Bermuda

Mr. Lee Cheung Ming

Principal Place of Business in

Independent non-executive Directors:

Hong Kong:

Mr. Shum Pui Kay

10th Floor,

Mr. Wah Wang Kei Jackie

Island Place Tower

Mr. Chow Yu Chun Alexander

510 King's Road, North Point

Hong Kong

5 June 2019

To the holders of the Warrants and, for information only,

the shareholders of the Company

Dear Sir/Madam,

EXPIRY OF SUBSCRIPTION RIGHTS ATTACHING TO THE

LISTED WARRANTS

The board of directors (the "Board") of Symphony Holdings Limited (the "Company") wishes to inform the holders of the warrants issued by the Company (the "Warrants") which are listed on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") (warrant code: 01537) that there will be no further trading of the Warrants as from 4:00 p.m. on Tuesday, 2 July 2019. The Warrants carry rights to subscribe in cash for new shares (the "Shares") in the capital of the Company at the prevailing subscription price of HK$1.00 per Share.

  • For identification purpose only

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The Board wishes to remind the holders of the Warrants that in accordance with the terms and conditions of the instrument dated 6 July 2016 constituting the Warrants (the "Instrument"), the subscription rights attaching to the Warrants (the "Subscription Rights") will expire at 4:00 p.m. on Friday, 5 July 2019. Thereafter, any Subscription Rights which have not been exercised by 4:00 p.m. on Friday, 5 July 2019 will lapse and certificates of the Warrants will cease to be valid for any purpose.

The Company has made the following arrangements regarding dealings in, transfers of and exercise of Subscription Rights attaching to the Warrants in respect of its expiry:

  1. the last trading day of the Warrants on the Stock Exchange is Tuesday, 2 July 2019 and trading of the Warrants on the Stock Exchange will cease after 4:00 p.m. on Tuesday, 2 July 2019. The listing of the Warrants will be withdrawn from the Stock Exchange with effect from the close of business on Friday, 5 July 2019, and an application has been made to the Stock Exchange for the withdrawal of listing of the Warrants with effect from the close of business on Friday, 5 July 2019;
  2. the registered holders of the Warrants who wish to exercise their Subscription Rights must lodge with the Company's branch share registrar in Hong Kong, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong (the "Branch Share Registrar") the following documents by no later than 4:00 p.m. on Friday, 5 July 2019:
    1. the relevant certificate(s) of the Warrants;
    2. the duly completed and signed subscription forms; and
    3. remittances for the relevant subscription moneys.
  3. holders of the Warrants who have not registered their holdings in the Warrants under their own names and wish to exercise their Subscription Rights must lodge with the Branch Share Registrar at the abovementioned address the following documents by no later than 4:00 p.m. on Friday, 5 July 2019:
    1. the relevant duly executed and stamped instruments of transfer and/or other documents of title in respect of the Warrants;
    2. the relevant certificate(s) of the Warrants;
    3. the duly completed and signed subscription forms; and
    4. remittances for the relevant subscription moneys.

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Subscription forms and the relevant accompanying documentation lodged with the Branch Share Registrar after 4:00 p.m. on Friday, 5 July 2019 will not be accepted. Under the terms of the Instrument, new Shares will be allotted and issued not later than 10 business days (as defined in the Instrument) after the date of the exercise of the subscription rights attaching to the Warrants.

Holders of the Warrants who are in doubt as to their position or their action to be taken are recommended to consult their stockbroker, bank manager, solicitor, professional accountant or other professional adviser.

The closing prices of the Shares and the Warrants on the Stock Exchange on 31 May 2019 (being the latest practicable date prior to the printing of this circular) were HK$1.00 per Share and HK$0.011 per unit respectively. Shares to be issued pursuant to the exercise of the subscription rights attaching to the Warrants will, when issued, rank pari passu in all respects with the then existing issued Shares.

Yours faithfully,

By order of the Board

Symphony Holdings Limited

Chow So Ying Anna

Company Secretary

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