SYNEAR FOOD HOLDINGS LIMITED 
By (Incorporated in Bermuda) (Company Registration Number 38042)
PROPOSED VOLUNTARY DELISTING OF AND EXIT OFFER FOR SYNEAR FOOD HOLDINGS LIMITED (THE "COMPANY") WAIVER OF COMPLIANCE WITH RULE 705(2) OF THE SGX-ST LISTING MANUAL
1. INTRODUCTION
The Board of Directors (the "Board") refers to the circular to shareholders of the Company ("Shareholders") dated 12 August 2013 (the "Circular") and the exit offer letter from Fortune Domain Limited dated 12 August 2013 in relation to the proposed voluntary delisting (the "Proposed Delisting ") of the Company from the Official List of the Mainboard of the Singapore Exchange Securities Trading Limited (the "SGX-ST") pursuant to Rules 1307 and
1309 of the listing manual of the SGX-ST (the "Listing Manual"), and the exit offer (the "Exit
2. WAIVER OF RULE 705(2) OF THE LISTING MANUAL
2.1 Under Rule 705(2) of the Listing Manual, the Company is required to announce its financial results for the third quarter and nine months ended 30 September 2013 (the "3Q2013
2.2 The Board wishes to announce that on 5 November 2013, the Company had applied to the SGX-ST for a waiver (the "Waiver") from Rule 705(2) of the SGX-ST Listing Manual in respect of the requirement to announce the 3Q2013 Results. The reasons for seeking the Waiver are as follows:
(a) the Company had on 4 September 2013 obtained the approval of the Shareholders for the Delisting Resolution at the Special General Meeting and had expected to be delisted by the time the 3Q2013 Results were due to be announced. Accordingly, the Company had not anticipated that the 3Q2013 Results would have been required to be announced;
(b) subject to the receipt of the no-objection confirmation from the SGX-ST, the Company expects to be delisted subsequent to the close of the Exit Offer regardless of the level of acceptances pursuant to the Exit Offer. In this regard, the Company is of the view that the 3Q2013 Results will not have an impact or bearing on the decision of the remaining Shareholders to accept or reject the Exit Offer; and
(c) assuming the no-objection confirmation from the SGX-ST is obtained on or before 8
November, the Company understands that the Exit Offer will likely be extended for
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another 21 days and close on or around 29 November 2013, which is only about 2 weeks from the Deadline.
2.3 The Company has been informed by the SGX-ST on 14 November 2013 that the SGX-ST has no objection to the application by the Company for the Waiver in relation to the 3Q2013
Results, subject to the following conditions:
(a) the Company announcing the Waiver granted, the reasons for seeking the Waiver and the conditions as required under Rule 107 of the Listing Manual;
(b) submission of a written confirmation from the Company that the Waiver does not contravene any laws and regulations governing the Company and the articles of association of the Company; and
(c) submission of a written confirmation from the Company that it is not aware of any information that may have a material bearing on investors' decisions which has yet to be announced by the Company.
The Company has submitted the written confirmations to the SGX-ST on 14 November 2013.
3. RESPONSIBILITY STATEMENT
The Directors of the Company (including those who have delegated detailed supervision of this Announcement) have taken all reasonable care to ensure that the facts stated in this Announcement are fair and accurate and that no material facts have been omitted from this Announcement, and they jointly and severally accept responsibility accordingly. Where any information has been extracted from published or publicly available sources, the sole responsibility of the Directors of the Company has been to ensure through reasonable enquiries that such information is accurately extracted from such sources or, as the case may be, reflected or reproduced in this Announcement.
BY ORDER OF THE BOARD
Cai Hong
Director
14 November 2013
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