Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this joint 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 joint announcement. This joint announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase, or subscribe for the securities. HSIN CHONG CONSTRUCTION GROUP LTD. * (Incorporated in Bermuda with limited liability) (Stock Code: 00404) SYNERGIS HOLDINGS LIMITED * (Incorporated in Bermuda with limited liability) (Stock Code: 02340) (1) UNUSUAL SHARE PRICE AND TRADING VOLUME MOVEMENTS IN RESPECT OF SYNERGIS ORDINARY SHARES; (2) ANNOUNCEMENT PURSUANT TO RULE 3.7 OF THE TAKEOVERS CODE IN RELATION TO A POSSIBLE SALE OF THE SHARES OF SYNERGIS; (3) RE-DESIGNATION OF THE DIRECTOR OF SYNERGIS; AND (4) RESUMPTION OF TRADING OF SYNERGIS ORDINARY SHARES This joint announcement is made at the request of The Stock Exchange of Hong Kong Limited (the Stock Exchange ) and pursuant to The Code on Takeovers and Mergers (the Takeovers Code ). UNUSUAL SYNERGIS SHARE PRICE AND TRADING VOLUME MOVEMENTS Hsin Chong Construction Group Ltd. ( Hsin Chong ) and Synergis Holdings Limited ( Synergis ) have noted recent increases in price and trading volume of the ordinary shares of HK$0.10 each of Synergis (the Synergis Ordinary Shares ) on the Stock Exchange. Having made such enquiries with respect to Synergis as are reasonable in the circumstances, the board of directors of Synergis (the Synergis Board ) confirms that it is not aware of any reasons for the unusual share price or trading volume movements or of any information other than those matters disclosed below which must be announced to avoid a false market in the trading of the securities of Synergis or of any inside information of Synergis that needs to be disclosed under Part XIVA of the Securities and Futures Ordinance. 1
POSSIBLE SALE AND POSSIBLE ACQUISITION Hsin Chong informed Synergis that Hsin Chong has entered into a memorandum of understanding on 10 September 2015 with an independent third party (the Potential Investor ) by which Hsin Chong agreed to give 60-day exclusivity in negotiations with the Potential Investor on possible transaction(s) and/or business co-operation between them with respect to Synergis. The possible transaction may involve the sale by Hsin Chong of its entire interests in Synergis (the Possible Sale ) for cash to the Potential Investor. The transaction may also involve the acquisition by Hsin Chong of certain business(es) of Synergis to be paid in cash (the Possible Acquisition ). If the Possible Acquisition were to proceed, it would constitute a special deal in connection with the Possible Sale under the Takeovers Code and based on current discussions, a major disposal and connected transaction of Synergis under the Rules Governing the Listing of Securities on the Stock Exchange (the Listing Rules ). Based on current discussions, the Possible Sale and the Possible Acquisition may each constitute a discloseable and (in the case of the Possible Acquisition only) connected transaction of Hsin Chong. As at the date of this joint announcement, no formal agreements have been signed to effect the Possible Sale or the Possible Acquisition. Accordingly, the Possible Sale and/or the Possible Acquisition may or may not proceed. As at the date of this joint announcement, Hsin Chong, through its wholly-owned subsidiary, Smart Lane Holdings Limited, is interested in 169,116,777 Synergis Ordinary Shares, representing approximately 48.66% of all the Synergis Ordinary Shares in issue and 80,000,000 preference shares of HK$0.10 each convertible to a total of 80,000,000 Synergis Ordinary Shares (the Synergis Convertible Preference Shares ) representing all of the Synergis Convertible Preference Shares in issue. Should the Possible Sale materialise, it may result in the Potential Investor being required to make a mandatory cash offer for all the issued Synergis Ordinary Shares (other than those already owned by or agreed to be acquired by the Potential Investor or its concert parties) and comparable offers for other equity securities of Synergis in accordance with the Takeovers Code. SECURITIES IN SYNERGIS As at the date of this joint announcement, Synergis has the following securities in issue: (i) (ii) a total of 347,526,000 Synergis Ordinary Shares; a total of 80,000,000 Synergis Convertible Preference Shares; and (iii) a total of 9,454,000 share options with rights to subscribe for a total of 9,454,000 Synergis Ordinary Shares. 2
MONTHLY UPDATE In accordance with Rule 3.7 of the Takeovers Code, monthly announcement(s) setting out the progress of the Possible Sale will be made by Synergis until announcement of firm intention to make an offer under Rule 3.5 of the Takeovers Code or of a decision not to proceed with an offer is made. Further announcement(s) will be made by Synergis as and when appropriate or required in accordance with the Listing Rules and the Takeovers Code (as the case may be). DEALINGS DISCLOSURE For the purposes of the Takeovers Code, the offer period commences on the date of this joint announcement, being 11 September 2015. Pursuant to Rule 3.8 of the Takeovers Code, the respective associates as defined in the Takeovers Code (including a person who owns or controls 5% or more of any class of relevant securities) of Synergis and the Potential Investor are reminded to disclose their dealings in the securities of Synergis in accordance with the Takeovers Code. In accordance with Rule 3.8 of the Takeovers Code, the full text of Note 11 to Rule 22 of the Takeovers Code is reproduced below: Responsibilities of stockbrokers, banks and other intermediaries Stockbrokers, banks and others who deal in relevant securities on behalf of clients have a general duty to ensure, so far as they are able, that those clients are aware of the disclosure obligations attaching to associates and other persons under Rule 22 (of the Takeovers Code) and that those clients are willing to comply with them. Principal traders and dealers, who deal directly with investors should, in appropriate cases, likewise draw attention to the relevant Rules (of the Takeovers Code). However, this does not apply when the total value of dealings (excluding stamp duty and commission) in any relevant security undertaken for a client during any 7 day period is less than HK$1 million. This dispensation does not alter the obligation of principals, associates and other persons themselves to initiate disclosure of their own dealings, whatever total value is involved. Intermediaries are expected to co-operate with the Executive in its dealings enquiries. Therefore, those who deal in relevant securities should appreciate that stockbrokers and other intermediaries will supply the Executive with relevant information as to those dealings, including identities of clients, as part of that co-operation. WARNINGS: There is no assurance that the Possible Sale and/or the Possible Acquisition will materialise or eventually be consummated and the relevant discussions may or may not lead to a general offer under Rule 26.1 of the Takeovers Code. Shareholders of Hsin Chong and Synergis and the public investors are urged to exercise extreme caution when dealing in the shares and debt securities (as the case may be) of Hsin Chong and Synergis. 3
RE-DESIGNATION OF THE DIRECTOR OF SYNERGIS The Synergis Board further announces that Dr. Wilfred Wong Ying Wai ( Dr. Wong ) will be re-designated from an executive director and Chairman of Synergis to a non-executive director and Chairman of Synergis with effect from 1 November 2015 (the Re-designation ) as he would like to pursue other career and business opportunities. He will remain as members of the remuneration committee and the nomination committee of Synergis and will cease to be member of each of the executive committee of Synergis and the executive management committee of Synergis and its subsidiaries with effect from 1 November 2015. Further information regarding the Re-designation as required under the Listing Rules will be announced by Synergis as and when the Re-designation takes effect. RESUMPTION OF TRADING Trading in the Synergis Ordinary Shares was halted with effect from 1:00 p.m. on 10 September 2015 pending the release of this joint announcement. Application has been made by Synergis to the Stock Exchange for the resumption of trading in the Synergis Ordinary Shares with effect from 9:00 a.m. on 14 September 2015. By order of the board of directors of Hsin Chong Construction Group Ltd. Joseph CHOI Kin Hung Executive Director and Chief Executive Officer Designate By order of the board of directors of Synergis Holdings Limited Wilfred WONG Ying Wai Chairman Hong Kong, 11 September 2015 The directors of Hsin Chong jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than that relating to Synergis) and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this joint announcement have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statement in this joint announcement misleading. The directors of Synergis jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than that relating to Hsin Chong) and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this joint announcement have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statement in this joint announcement misleading. This joint announcement is made by the order of the board of directors of Synergis. Synergis board of directors collectively and individually accepts responsibility for the accuracy of this joint announcement (other than that relating to Hsin Chong). 4
As at the date of this joint announcement, the executive directors of Hsin Chong are Dr. Wilfred Wong Ying Wai (Executive Chairman and Chief Executive Officer), Mr. Joseph Choi Kin Hung (Chief Executive Officer Designate), Mr. Zhou Wei, Mr. Wilfred Wu Shek Chun and Mr. Lui Chun Pong; the non-executive directors are Mr. Lin Zhuo Yan (Non-executive Chairman), Mr. Yan Jie, Mr. Chen Lei and Mr. Chui Kwong Kau; and the independent non-executive directors are Dr. Joseph Chow Ming Kuen, Mr. Cheng Sui Sang, Mr. Gao Jingyuan and Ms. Lee Jai Ying. As at the date of this joint announcement, the executive directors of Synergis are Dr. Wilfred Wong Ying Wai (Chairman), Ms. Brenda Yau Shuk Mee (Co-Managing Director) and Mr. Terence Leung Siu Cheong (Co-Managing Director); and the independent non-executive directors are Mr. Stephen Ip Shu Kwan, Mr. Kan Fook Yee, Mr. Wong Tsan Kwong and Mr. David Yu Hon To. * for identification purposes only 5