JOINT ANNOUNCEMENT INTERIM CASH DIVIDEND BY SYNERGIS HOLDINGS LIMITED AND

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1 The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this joint announcement, makes no representation as to its accuracy or completeness and expressly disclaims 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. (Stock Code: 00404) SYNERGIS HOLDINGS LIMITED 新昌管理集團有限公司 * (Incorporated in Bermuda with limited liability) (Stock Code: 02340) JOINT ANNOUNCEMENT INTERIM CASH DIVIDEND BY SYNERGIS HOLDINGS LIMITED AND DISTRIBUTION IN SPECIE OF SYNERGIS SHARES BY HSIN CHONG CONSTRUCTION GROUP LTD. WITH PROPOSED PLACING OF SYNERGIS SHARES BY CARRICK WORLDWIDE LIMITED IN ORDER TO RESTORE THE PUBLIC FLOAT OF SYNERGIS HOLDINGS LIMITED AND RESUMPTION OF TRADING IN HCCG SHARES The Synergis Board is pleased to announce that it has resolved to pay the Synergis Interim Cash Dividend of HK$0.181 per Synergis Share. The Synergis Interim Cash Dividend will be paid on Tuesday, 11 November 2008 to those Synergis Shareholders whose names appear on the registers of members of Synergis on the Synergis Record Date

2 The HCCG Board is pleased to announce that it has resolved to distribute an amount of approximately HK$228 million (which was calculated by reference to HK$1.528 per Synergis Share, being the net purchase price per Synergis Share paid by HCCG to the accepting Synergis Shareholders in the Offers) out of HCCG s contributed surplus and general reserve and by way of interim dividend out of HCCG s profits of HK$ per HCCG Share, HK$ per HCCG Share and HK$ per HCCG Share respectively, totalling HK$ per HCCG Share to be satisfied by way of the HCCG Distribution, comprising 46.96% of the Synergis Shares beneficially owned by HCCG through its wholly-owned subsidiary, or approximately 45.08% of the Synergis Shares in issue as at the date of this joint announcement. The HCCG Distribution will be made in the proportion of Synergis Share for every 1 HCCG Share held by those HCCG Shareholders whose names appear on the registers of members of HCCG on the HCCG Record Date. The number of Synergis Shares to be distributed under the HCCG Distribution was arrived at by HCCG on the basis that Synergis will remain a non wholly-owned subsidiary of HCCG immediately after the HCCG Distribution. In addition, from the Synergis Shares it will receive in the HCCG Distribution, Carrick proposes to effect within three months after resumption of trading in the Synergis Shares a placing of at least 17,277,770 Synergis Shares or approximately 5.20% of the Synergis Shares in issue at the date of this joint announcement. Immediately after the HCCG Distribution, assuming that there are no fractional entitlements to the HCCG Distribution nor are there any HCCG Overseas Shareholders required to be excluded from the HCCG Distribution as of the HCCG Record Date, 65,722,230 Synergis Shares, representing approximately 19.80% of the issued share capital of Synergis, will be held by the public. After the HCCG Distribution and the Placing, 25.00% of the Synergis Shares will be in public hands for the purposes of the Listing Rules. The HCCG Board and the Synergis Board both consider that the HCCG Distribution together with the Placing is the best way to restore the public float of the Synergis Shares under the current market conditions. It will also give the HCCG Shareholders (other than the HCCG Overseas Shareholders) a direct stake in Synergis, which will remain a non wholly-owned subsidiary of HCCG after the HCCG Distribution and the Placing. Synergis has applied to the Stock Exchange for a temporary waiver from strict compliance with the public float requirement under Rule 8.08(1)(a) of the Listing Rules for the period ending Friday, 16 January Trading in the Synergis Shares on the Stock Exchange was suspended at the request of Synergis with effect from 9:30 a.m. on Monday, 29 September Synergis is in discussion with the Stock Exchange with a view to seeking a resumption of trading in the Synergis Shares as soon as possible and will make further announcements as and when appropriate. Trading in the HCCG Shares on the Stock Exchange was suspended at the request of HCCG with effect from 10:59 a.m. on Thursday, 16 October 2008 pending the release of this joint announcement. Application has been made to the Stock Exchange for resumption of trading in the HCCG Shares with effect from 9:30 a.m. on Tuesday, 21 October

3 SYNERGIS INTERIM CASH DIVIDEND The Synergis Board is pleased to announce that it has resolved to pay the Synergis Interim Cash Dividend of HK$0.181 per Synergis Share. The Synergis Interim Cash Dividend will be paid on Tuesday, 11 November 2008 to those Synergis Shareholders whose names appear on the registers of members of Synergis on the Synergis Record Date. Closure of Registers of Members of Synergis The registers of members of Synergis will be closed from Monday, 3 November 2008 to Wednesday, 5 November 2008 (both days inclusive) (Hong Kong time), during which period no transfer of Synergis Shares will be registered. In order to qualify for the Synergis Interim Cash Dividend, all share transfer documents accompanied by the relevant share certificates of the Synergis Shares must be lodged with Synergis Hong Kong branch share registrars, Computershare Hong Kong Investor Services Limited, at Shops , 17th Floor, Hopewell Centre, 183 Queen s Road East, Wan Chai, Hong Kong, for registration not later than 4:30 p.m. on Friday, 31 October 2008 (Hong Kong time). The principal share registrars of Synergis is Butterfield Fund Services (Bermuda) Limited at Rosebank Centre, 11 Bermudiana Road, Pembroke, HM08, Bermuda. THE HCCG DISTRIBUTION The HCCG Board is pleased to announce that it has resolved to distribute an amount of approximately HK$228 million (which was calculated by reference to HK$1.528 per Synergis Share, being the net purchase price per Synergis Share paid by HCCG to the accepting Synergis Shareholders in the Offers) out of HCCG s contributed surplus and general reserve and by way of interim dividend out of HCCG s profits of HK$ per HCCG Share, HK$ per HCCG Share and HK$ per HCCG Share respectively, totalling HK$ per HCCG Share to be satisfied by way of the HCCG Distribution, comprising 46.96% of the Synergis Shares beneficially owned by HCCG through its wholly-owned subsidiary, or approximately 45.08% of the Synergis Shares in issue as at the date of this joint announcement. The HCCG Distribution will be made in the proportion of Synergis Share for every 1 HCCG Share held by those HCCG Shareholders whose names appear on the registers of members of HCCG on the HCCG Record Date. The number of Synergis Shares to be distributed under the HCCG Distribution was arrived at by HCCG on the basis that Synergis will remain a non wholly-owned subsidiary of HCCG immediately after the HCCG Distribution. Fractional Entitlement to the HCCG Distribution Fractional entitlement (if any) to the HCCG Distribution will be disregarded and the relevant Synergis Shares (if any) will be retained for the benefit of HCCG

4 HCCG Overseas Shareholders As at 30 September 2008, based on the registers of members of HCCG, there were 13 HCCG Overseas Shareholders. After taking into account the costs and inevitable time delay expected to be involved in ascertaining and/or complying with the relevant laws and/or regulations in order to allow the HCCG Overseas Shareholders to participate in the HCCG Distribution, the HCCG Directors determined that exclusion of the HCCG Overseas Shareholders from the HCCG Distribution is necessary and expedient as the costs would outweigh the possible benefit to the relevant HCCG Overseas Shareholders and HCCG as a whole. Accordingly, no Synergis Shares under the HCCG Distribution will be made available to the HCCG Overseas Shareholders. Such HCCG Overseas Shareholders entitlement to the HCCG Distribution will be satisfied in cash. Share Certificates Definitive certificates for the Synergis Shares to be distributed in the HCCG Distribution are expected to be posted to the HCCG Shareholders (other than the HCCG Overseas Shareholders) on or before Thursday, 13 November 2008 by ordinary post to their respective addresses shown on the registers of members of HCCG at their own risks. Stamp Duty HCCG Shareholders will not be required to pay for any stamp duty (if any) arising from the transfer of the Synergis Shares in the HCCG Distribution to them. HCCG will bear stamp duty (if any) arising as a result of the transfer of the Synergis Shares in the HCCG Distribution. Closure of Registers of Members of HCCG The registers of members of HCCG will be closed from Tuesday, 4 November 2008 to Thursday, 6 November 2008 (both days inclusive) (Hong Kong time), during which period no transfer of HCCG Shares will be registered. In order to qualify for the HCCG Distribution, all share transfer documents accompanied by the relevant share certificates of the HCCG Shares must be lodged with HCCG s Hong Kong branch share registrars, Computershare Hong Kong Investor Services Limited, at Shops , 17th Floor, Hopewell Centre, 183 Queen s Road East, Wan Chai, Hong Kong, for registration not later than 4:30 p.m. on Monday, 3 November 2008 (Hong Kong time). The principal share registrars of HCCG is Butterfield Fund Services (Bermuda) Limited at Rosebank Centre, 11 Bermudiana Road, Pembroke, HM08, Bermuda

5 PLACING Carrick, a direct controlling shareholder of HCCG and an indirect controlling shareholder of Synergis, plans to sell by way of private placing at least 17,277,770 Synergis Shares or approximately 5.20% of the Synergis Shares currently in issue. Immediately after the Placing, it will directly hold 66,552,666 Synergis Shares, representing approximately 20.05% of the Synergis Shares expected then to be in issue, and indirectly through HCCG and its wholly-owned subsidiary hold 169,033,334 Synergis Shares, representing approximately 50.91% of the Synergis Shares expected then to be in issue. PURPOSE OF THE HCCG DISTRIBUTION AND PLACING At the closing of the Offers on Friday, 26 September 2008, public float of the Synergis Shares was reduced to approximately 1.71% of the current issued share capital of Synergis and as a result, trading in the Synergis Shares was suspended at the request of Synergis with effect from 9:30 a.m. on Monday, 29 September 2008 as Synergis cannot comply with the public float requirement under Rule 8.08 of the Listing Rules. The HCCG Distribution and the Placing aim at restoring the minimum public float of the Synergis Shares for the purposes of Rule 8.08 of the Listing Rules. The HCCG Board and the Synergis Board have been discussing ways to restore the public float of the Synergis Shares. In the light of the extremely volatile current market conditions, both the HCCG Board and the Synergis Board consider that a large issue of new Synergis Shares by Synergis, or the sale of a large block of Synergis Shares by HCCG, is not at present feasible. The HCCG Distribution together with the Placing has been identified as the best way to restore the public float of the Synergis Shares in current market conditions. It will also give the HCCG Shareholders (other than the HCCG Overseas Shareholders) a direct stake in Synergis, which will remain a non wholly-owned subsidiary of HCCG immediately after the HCCG Distribution and the Placing. At the date of this joint announcement, 318,705,061 Synergis Shares are beneficially owned by HCCG through its wholly-owned subsidiary, 7,616,000 Synergis Shares are held by Mr. FAN Cheuk-hung, the managing director of Synergis who is not considered as part of the public under the Listing Rules, and the remaining 5,678,939 Synergis Shares, representing approximately 1.71% of the issued share capital of Synergis, are held by the public. Immediately after the HCCG Distribution, assuming that there are no fractional entitlements to the HCCG Distribution nor are there any HCCG Overseas Shareholders required to be excluded from the HCCG Distribution as of the HCCG Record Date, 65,722,230 Synergis Shares, representing approximately 19.80% of the issued share capital of Synergis, will be held by the public and the HCCG Distribution will result in the holding of Synergis Shares by HCCG through its wholly-owned subsidiary being reduced from 318,705,061 Synergis Shares, representing approximately 96.00% of the issued share capital of Synergis, to 169,033,334 Synergis Shares, representing approximately 50.91% of the issued share capital of Synergis

6 Immediately after the HCCG Distribution and the Placing, 83,000,000 Synergis Shares, representing 25.00% of the current issued share capital of Synergis, will be held by the public and the holding of Carrick will be directly 66,552,666 Synergis Shares (representing approximately 20.05% of the issued share capital of Synergis) and indirectly through HCCG and its wholly-owned subsidiary 169,033,334 Synergis Shares (representing approximately 50.91% of the issued share capital of Synergis). SHAREHOLDING STRUCTURE OF SYNERGIS For illustrative purposes, to the best of the knowledge of the Synergis Directors, assuming that there are no fractional entitlements to the HCCG Distribution nor are there any HCCG Overseas Shareholders required to be excluded from the HCCG Distribution as of the HCCG Record Date, the following table sets out the shareholding structure of Synergis (i) immediately before the HCCG Distribution and the Placing, (ii) after the HCCG Distribution but before the Placing, and (iii) after the HCCG Distribution and the Placing: Immediately before the HCCG Distribution and the Placing (Note (i)) Number of Synergis Shares % After the HCCG Distribution but before the Placing (Note (i)) Number of Synergis Shares % After the HCCG Distribution and the Placing (Note (i)) Number of Synergis Shares % HCCG (Note (ii)) 318,705, ,033, ,033, Carrick (Note (iii)) ,830, ,552, Mr. WONG Yingwai - - 4,460, ,460, (Note (iv)) Mr. CHAN Ka-kui - - 1,338, ,338, (Note (v)) Mr. FAN Cheukhung 7,616, ,616, ,616, (Note (vi)) Other connected person of HCCG Public 5,678, ,722, ,000, Total 332,000, ,000, ,000, Notes: (i) (ii) (iii) The figures are subject to rounding adjustments. These Synergis Shares are held by HCCG through a wholly-owned subsidiary. As at the date of this joint announcement, Carrick is interested in 375,921,240 HCCG Shares, representing approximately 56.01% of the entire issued share capital of HCCG. Carrick is a wholly-owned subsidiary of Mission Hills Golf Club Limited ( MHGCL ). MHGCL is a wholly-owned subsidiary of Upper Luck Holdings Limited ( Upper Luck ). Upper Luck is wholly owned by Dr. David CHU Shu-ho, a non-executive director and the chairman of both HCCG and Synergis. Therefore, by virture of the Securities and Futures Ordinance, all of Dr. David CHU Shu-ho, Upper Luck, MHGCL and Carrick are deemed to be interested in the Synergis Shares held by HCCG through its wholly-owned subsidiary

7 (iv) (v) (vi) Mr. WONG Ying-wai is an executive director and the executive deputy chairman of both HCCG and Synergis. Mr. CHAN Ka-kui is an executive director and the managing director of HCCG and a nonexecutive director of Synergis. Mr. FAN Cheuk-hung is an executive director and the managing director of Synergis. SHAREHOLDING STRUCTURE OF HCCG To the best of the knowledge of the HCCG Directors, the following table sets out the shareholding structure of HCCG as at the date of this joint announcement: Number of HCCG Shares Approximate percentage of interest in the issued share capital (%) (Note (d)) Carrick (Note (a)) 375,921, Mr. WONG Ying-wai (Note (b)) 20,000, Mr. CHAN Ka-kui (Note (c)) 6,000, Public 269,252, Total 671,173, Notes: (a) (b) (c) (d) As at the date of this joint announcement, Carrick is a wholly-owned subsidiary of MHGCL. MHGCL is a wholly-owned subsidiary of Upper Luck. Upper Luck is wholly owned by Dr. David CHU Shu-ho, a non-executive director and the chairman of both HCCG and Synergis. All of Dr. David CHU Shu-ho, Upper Luck and MHGCL are deemed to be interested in the same lot of 375,921,240 HCCG Shares held by Carrick by virtue of the Securities and Futures Ordinance. Mr. WONG Ying-wai is an executive director and the executive deputy chairman of both HCCG and Synergis. Mr. CHAN Ka-kui is an executive director and the managing director of HCCG and a nonexecutive director of Synergis. The approximate percentage of interest in the issued share capital is calculated on the basis of 671,173,662 HCCG Shares in issue as at the date of this joint announcement

8 EXPECTED TIMETABLES The expected timetable for the Synergis Interim Cash Dividend is set out below: 2008 Last day of dealing in Synergis Shares cum-dividend First day of dealing in Synergis Shares ex-dividend Latest time for lodging transfers of Synergis Shares in order to qualify for the Synergis Interim Cash Dividend Closure of registers of members of Synergis (both days inclusive) Synergis Record Date Payment date of the Synergis Interim Cash Dividend Wednesday, 29 October Thursday, 30 October Friday, 31 October at 4:30 p.m. Monday, 3 November to Wednesday, 5 November Wednesday, 5 November Tuesday, 11 November The expected timetable for the implementation of the HCCG Distribution is set out below: 2008 Last day of dealing in HCCG Shares cum-dividend First day of dealing in HCCG Shares ex-dividend Latest time for lodging transfers of HCCG Shares in order to qualify for the HCCG Distribution Closure of registers of members of HCCG (both days inclusive) HCCG Record Date Despatch of certificates for the Synergis Shares to be distributed in the HCCG Distribution Thursday, 30 October Friday, 31 October Monday, 3 November at 4:30 p.m. Tuesday, 4 November to Thursday, 6 November Thursday, 6 November On or before Thursday, 13 November Further announcements by HCCG and/or Synergis will be made if there are any changes to the above timetables. The timetable for the Placing is uncertain but it is intended that it will be completed within three months after resumption of trading in the Synergis Shares

9 APPLICATION FOR WAIVER OF PUBLIC FLOAT REQUIREMENT BY SYNERGIS Synergis has applied to the Stock Exchange for a temporary waiver from strict compliance with the public float requirement under Rule 8.08(1)(a) of the Listing Rules for a period ending Friday, 16 January Trading in the Synergis Shares on the Stock Exchange was suspended at the request of Synergis with effect from 9:30 a.m. on Monday, 29 September Synergis is in discussion with the Stock Exchange with a view to seeking a resumption of trading in the Synergis Shares as soon as possible and will make further announcements as and when appropriate. RESUMPTION OF TRADING IN HCCG SHARES Trading in the HCCG Shares on the Stock Exchange was suspended at the request of HCCG with effect from 10:59 a.m. on Thursday, 16 October 2008 pending the release of this joint announcement. Application has been made to the Stock Exchange for resumption of trading in the HCCG Shares with effect from 9:30 a.m. on Tuesday, 21 October DEFINITIONS In this joint announcement, unless the context requires otherwise, the following expressions have the following meanings:- Carrick controlling shareholder HCCG HCCG Board HCCG Director(s) Carrick Worldwide Limited, a limited liability company incorporated in the British Virgin Islands and indirectly whollyowned by Dr. David CHU Shu-ho, a non-executive director and the chairman of both HCCG and Synergis has the meaning ascribed to it under the Listing Rules Hsin Chong Construction Group Ltd., a limited liability company incorporated in Bermuda, the shares of which are listed on the Stock Exchange the board of directors of HCCG director(s) of HCCG - 9 -

10 HCCG Distribution HCCG Overseas Shareholders HCCG Record Date HCCG Share(s) HCCG Shareholders Hong Kong Listing Rules Offers a distribution by HCCG in the amount of approximately HK$228 million (which was calculated by reference to HK$1.528 per Synergis Share, being the net purchase price per Synergis Share paid by HCCG to the accepting Synergis Shareholders in the Offers) out of its contributed surplus and general reserve and by way of interim dividend out of HCCG s profits of HK$ per HCCG Share, HK$ per HCCG Share and HK$ per HCCG Share respectively, totalling HK$ per HCCG Share to be satisfied by way of a distribution in specie of the Synergis Shares beneficially owned by HCCG through its wholly-owned subsidiary on the basis of Synergis Share for every 1 HCCG Share held as of the HCCG Record Date HCCG Shareholders whose addresses as shown on the HCCG s registers of members as at the HCCG Record Date are in places outside Hong Kong Thursday, 6 November 2008, the date fixed for ascertaining those HCCG Shareholders who will be qualified to receive the HCCG Distribution Share(s) of HK$0.10 each in the capital of HCCG holders of HCCG Shares the Hong Kong Special Administrative Region of the People s Republic of China the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited the mandatory unconditional cash offers made by Quam Securities Company Limited on behalf of HCCG to acquire all the issued Synergis Shares and to cancel all the then outstanding share options of Synergis (other than those Synergis Shares already owned and/or agreed to be acquired by HCCG or parties acting in concert with it (apart from Well Foundation Company Limited)), the details of which were set out in the composite offer and response document dated 5 September 2008 issued jointly by HCCG and Synergis

11 Placing the proposed placing within three months after resumption of trading in the Synergis Shares of at least 17,277,770 Synergis Shares by Carrick, being approximately 5.20% of the Synergis Shares in issue as at the date of this joint announcement, described hereinabove Stock Exchange Synergis Synergis Board Synergis Director(s) Synergis Interim Cash Dividend Synergis Record Date Synergis Share(s) Synergis Shareholders The Stock Exchange of Hong Kong Limited Synergis Holdings Limited, a limited liability company incorporated in Bermuda, the shares of which are listed on the Stock Exchange the board of directors of Synergis director(s) of Synergis an interim dividend of HK$0.181 per Synergis Share by way of distribution in cash by Synergis Wednesday, 5 November 2008, the date fixed for ascertaining those Synergis Shareholders who will be qualified to receive the Synergis Interim Cash Dividend Share(s) of HK$0.10 each in the capital of Synergis holders of Synergis Shares By order of the board of Hsin Chong Construction Group Ltd. David CHU Shu-ho Chairman By order of the board of Synergis Holdings Limited FAN Cheuk Hung Managing Director Hong Kong, 20 October 2008 Websites:

12 As at the date of this joint announcement, the HCCG Board comprises Dr. David CHU Shu-ho as the non-executive chairman; Mr. WONG Ying-wai (executive deputy chairman), Mr. CHAN Ka-kui (managing director), Mr. Barry John BUTTIFANT and Mr. Edmund LEUNG Kwong-ho as executive directors; Dr. Kenneth CHU Ting-kin as non-executive director; and Mr. Jeffrey LAM Kin-fung, Dr. Peter LAU Kwok-kuen and Hon. Abraham SHEK Lai-him as independent non-executive directors. As at the date of this joint announcement, the Synergis Board comprises Dr. David CHU Shu Ho as the non-executive chairman; Mr. WONG Ying Wai (executive deputy chairman), Mr. FAN Cheuk Hung (managing director) and Mr. Barry John BUTTIFANT as executive directors; Mr. Tenniel CHU and Mr. CHAN Ka Kui as non-executive directors; and Mr. Stephen IP Shu Kwan, Mr. KAN Fook Yee, Mr. WONG Tsan Kwong and Mr. David YU Hon To as independent non-executive directors. * For identification only