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.

SYMPHONY HOLDINGS LIMITED

新灃集團有限公 司*

(Incorporated in Bermuda with limited liability)

(Stock Code: 01223) (Warrant Code: 01537) 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 9th June 2017 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 to 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 22, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding Annual General Meeting. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting should you so wish.

* For identification only

Hong Kong, 27 April 2017

Page

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 APPENDIX I - PARTICULARS OF DIRECTORS PROPOSED FOR RE-ELECTION 10 APPENDIX II - EXPLANATORY STATEMENT 13 NOTICE OF ANNUAL GENERAL MEETING 17

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 9th June 2017 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: 1223 and Warrant Code: 1537)

"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

"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" 21 April 2017, 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

Symphony Holdings Ltd. published this content on 26 April 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 26 April 2017 09:54:24 UTC.

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