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Hsin Chong Construction Group Limited : Major and Connected Transaction

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03/22/2013 | 04:02pm CET

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.

HSIN CHONG CONSTRUCTION GROUP LTD.

*

(Incorporated in Bermuda with limited liability)

(Stock Code: 00404) MAJOR AND CONNECTED TRANSACTION SYNERGIS HOLDINGS LIMITED

*

(Incorporated in Bermuda with limited liability)

(Stock Code: 02340) VERY SUBSTANTIAL ACQUISITION AND CONNECTED TRANSACTION

Reference is made to the joint announcements made by Hsin Chong Construction Group

Ltd. ("Hsin Chong") and Synergis Holdings Limited ("Synergis") dated 10 September

2012, 27 September 2012 and 30 November 2012, and the respective circulars of Hsin Chong and Synergis dated 26 October 2012 (the "Circulars"), in relation to, among others, the re-alignment of business interests between Hsin Chong and Synergis, and the general business services agreement renewed by Hsin Chong and Synergis. Unless otherwise stated, terms defined in the Circulars shall have the same meanings as those used in this joint announcement.

The respective boards of directors of Hsin Chong and Synergis are pleased to announce that base upon the management accounts, the Actual Profit exceeds HK$30 million. Synergis will therefore issue 21,333,333 Bonus Convertible Preference Shares within 30 Business Days of the date of the Guarantee Certificate to be issued in accordance with the Sale and Purchase Agreement.

By order of the board of directors of

Hsin Chong Construction Group Ltd. Wilfred WONG Ying-wai

Chairman and Chief Executive Officer

Hong Kong, 22 March 2013

By order of the board of directors of

Synergis Holdings Limited Fan Cheuk Hung

Managing Director
This joint announcement is available for viewing on the Stock Exchange's website: http://www.hkex.com.hk and the websites of Hsin Chong: http://www.hsinchong.com and Synergis: http://www.synergis.com.hk respectively.
As at the date of this joint announcement, the board of Hsin Chong comprises Mr. Wilfred WONG Ying-wai (chairman and chief executive officer), Dr. Catherine CHU, Dr. Barry John BUTTIFANT and Mr. Joseph CHOI Kin-hung as executive directors; Dr. Kenneth CHU Ting-kin as non-executive director; and Hon. Jeffrey LAM Kin-fung, Hon. Abraham SHEK Lai-him and Mr. Alexander MAK Kwai-wing as independent non-executive directors.
As at the date of this joint announcement, the board of Synergis comprises Mr. Wilfred Wong Ying Wai (chairman), Dr. Fan Cheuk Hung (managing director) and Dr. Catherine Chu as executive directors; Mr. Tenniel Chu and Dr. Barry John Buttifant as non-executive directors; and Mr. Stephen Ip Shu Kwan, Dr. Kan Fook Yee, Mr. Wong Tsan Kwong and Mr. David Yu Hon To as independent non-executive directors.

* for identification purposes only

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