ISP Holdings Limited — AGM Information 2010

Apr 28, 2010

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Synergis Holdings Limited (the “Company”), you should at once hand this circular and the enclosed form of proxy 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.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited takes 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.

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SYNERGIS HOLDINGS LIMITED 新昌管理集團有限公司 *

(Incorporated in Bermuda with limited liability)

(Stock Code: 02340)

PROPOSALS IN RELATION TO RE-ELECTION OF DIRECTORS AND GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES AND

AMENDMENT TO THE DEFINITION OF “ELIGIBLE EMPLOYEE” UNDER THE SHARE OPTION SCHEME AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of the Company to be held at 2nd Floor, Hsin Chong Center, 107-109 Wai Yip Street, Kwun Tong, Kowloon, Hong Kong on 28 June 2010 at 10:00 a.m. is set out on pages 13 to 16 of this circular. Whether or not you are able to attend the annual general meeting, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the Company’s Hong Kong branch share registrars, Computershare Hong Kong Investor Services Limited, 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the annual general meeting or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the annual general meeting or any adjourned meeting thereof should you so wish.

29 April 2010

* For identification purpose only

CONTENTS

		Page
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		3
Appendix I	– Biographical Details of Directors Offering for Re-election . . . . . . . . .	6
Appendix II	– Explanatory Statement on Repurchase Mandate . . . . . . . . . . . . . . . .	11
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		13

DEFINITIONS

In this circular, unless the context requires otherwise, the following expressions have the following meanings:

“AGM”

the annual general meeting of the Company to be held at 2nd Floor, Hsin Chong Center, 107-109 Wai Yip Street, Kwun Tong, Kowloon, Hong Kong on 28 June 2010 at 10:00 a.m. or any adjournment thereof;

• “AGM Notice”

• the notice convening the AGM as set out on pages 13 to 16 of this circular;

• “associate” has the meaning ascribed to it under the Listing Rules;

• “Board” the board of directors of the Company;

• “Bye-laws”

• the bye-laws of the Company, as amended from time to time, and “Bye-law” construes any bye-law thereof;

• “Company”

Synergis Holdings Limited (新昌管理集團有限公司*), an exempted company incorporated in Bermuda with limited liability, the Shares of which are listed on the main board of the Stock Exchange;

• “connected person” has the meaning ascribed to it under the Listing Rules;

• “Director(s)” the director(s) of the Company;

• “Group” the Company and its subsidiaries;

• “HK$”

• Hong Kong dollars, the lawful currency of Hong Kong;

• “Hong Kong”

• the Hong Kong Special Administrative Region of The People’s Republic of China;

• “Invested Entity”

• any entity in which the Company or any of its Subsidiaries holds an equity interest;

• “Latest Practicable Date” 23 April 2010, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained therein;

“Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as amended from time to time;

• “Option(s)”

• option(s) to subscribe for Shares granted pursuant to the Share Option Scheme;

• “PRC”

the People’s Republic of China which, for the purposes of the Share Option Scheme, excludes Hong Kong, the Macao Special Administrative Region of the People’s Republic of China and Taiwan;

• “SFO”

the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended from time to time;

* For identification purpose only

– 1 –

DEFINITIONS

“Share(s)” share(s) of HK$0.10 each in the capital of the Company; “Shareholder(s)” or “member(s)” holder(s) of the Share(s); “Share Option Scheme” the share option scheme of the Company adopted by the Shareholders on 19 September 2003; “Stock Exchange” The Stock Exchange of Hong Kong Limited; “Subsidiary” a company which is for the time being and from time to time a subsidiary (within the meaning of the Companies Ordinance (Chapter 32 of the Laws of Hong Kong) or Section 86 of the Companies Act 1981 of Bermuda, whether incorporated/established in Hong Kong, Bermuda, the British Virgin Islands, the PRC or elsewhere) of the Company and “Subsidiaries” shall be construed accordingly; “Takeover Code” The Codes on Takeovers and Mergers and Share Repurchases, as amended from time to time; and “%” per cent.

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LETTER FROM THE BOARD

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SYNERGIS HOLDINGS LIMITED 新昌管理集團有限公司 *

(Incorporated in Bermuda with limited liability)

(Stock Code: 02340)

Non-executive Chairman: Dr. David Chu Shu Ho

Executive Directors:

Mr. Wilfred Wong Ying Wai (Executive Deputy Chairman) Dr. Fan Cheuk Hung (Managing Director) Dr. Catherine Chu

Non-executive Directors: Mr. Tenniel Chu Mr. Barry John Buttifant

Independent Non-executive Directors: Mr. Stephen Ip Shu Kwan Mr. Kan Fook Yee Mr. Wong Tsan Kwong Mr. David Yu Hon To

Registered office: Clarendon House 2 Church Street Hamilton, HM 11 Bermuda

Hong Kong Principal Place of Business: 10th Floor Hsin Chong Center 107-109 Wai Yip Street Kwun Tong, Kowloon Hong Kong

29 April 2010

To the Shareholders, and for information only, the Option holders

Dear Sir or Madam

PROPOSALS IN RELATION TO RE-ELECTION OF DIRECTORS

AND

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES AND

AMENDMENT TO THE DEFINITION OF “ELIGIBLE EMPLOYEE” UNDER THE SHARE OPTION SCHEME AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with the AGM Notice, and information regarding the resolutions to be proposed at the AGM relating to (i) the re-election of the Directors who are going to retire and stand for re-election at the AGM; (ii) the grant to the Directors of general mandates to issue and repurchase Shares; and (iii) the amendment to the definition of “Eligible Employee” under the Share Option Scheme.

* For identification purpose only

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LETTER FROM THE BOARD

RE-ELECTION OF DIRECTORS

The Board currently consists of 10 Directors, including 3 Executive Directors, 3 Non-executive Directors and 4 Independent Non-executive Directors, whose names are set out on page 3 of this circular.

In accordance with Bye-law 86(2), Dr. Catherine Chu shall retire and being eligible have expressed her willingness to offer herself for re-election at the AGM.

In accordance with Bye-laws 87(1) and 87(2), Mr. Wilfred Wong Ying Wai, Mr. Tenniel Chu and Mr. Stephen Ip Shu Kwan shall retire by rotation and being eligible have expressed their willingness to offer themselves for re-election at the AGM. The biographical details of all the retiring Directors are set out in appendix I to this circular.

Any Shareholder duly qualified to attend and vote at the AGM (other than the person to be proposed) may propose a person to stand for election as a Director at the AGM in accordance with Bye-law 88. Any Shareholder wishing to do so must lodge at the Company’s principal place of business in Hong Kong at 10th Floor, Hsin Chong Center, 107-109 Wai Yip Street, Kwun Tong, Kowloon, Hong Kong or the office of the Company’s Hong Kong branch share registrars, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong a written notice signed by such Shareholder of his intention to propose such person for election as a Director together with the written notice signed by the person to be proposed of his willingness to be elected on or before Thursday, 17 June 2010. If valid notices in accordance with Bye-law 88 are received from any Shareholder after the despatch of this circular, the Company shall issue an announcement or a supplementary circular to inform Shareholders the biographical details of the additional candidate proposed.

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

At the last annual general meeting of the Company held on 11 May 2009, general mandates were granted to the Directors to exercise the powers of the Company to allot, issue and deal with additional Shares and repurchase issued and fully paid Shares. These general mandates will lapse at the conclusion of the AGM and, therefore, ordinary resolutions will be proposed at the AGM to grant fresh general mandates as follows:

• (i) to grant to the Directors a general and unconditional mandate to allot, issue and deal with additional Shares not exceeding twenty per cent (20%) of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of the relevant ordinary resolution (i.e. not exceeding 66,400,000 Shares based on the share capital of the Company in issue of 332,000,000 Shares as at the Latest Practicable Date and on the assumption that no further Shares will be issued and allotted prior to the passing of the relevant ordinary resolution at the AGM) (the “ Issue Mandate ”);

• (ii) to grant to the Directors a general and unconditional mandate to exercise all the powers of the Company to purchase or repurchase issued Shares not exceeding ten per cent (10%) of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of the relevant ordinary resolution (the “ Repurchase Mandate ”); and

• (iii) conditional upon the passing of the ordinary resolutions to grant the Issue Mandate and the Repurchase Mandate, to extend the Issue Mandate by the addition thereto the number of Shares repurchased by the Company pursuant to the Repurchase Mandate.

Full text of the relevant ordinary resolutions in relation to the general mandates described in (i), (ii) and (iii) above are set out as resolutions nos. 5(1), 5(2) and 5(3) respectively in the AGM Notice.

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LETTER FROM THE BOARD

An explanatory statement in compliance with Rule 10.06(1)(b) of the Listing Rules for providing Shareholders with all the information reasonably necessary to make an informed decision on whether to vote for or against the ordinary resolution to approve the Repurchase Mandate is set out in appendix II to this circular.

AMENDMENT TO THE DEFINITION OF “ELIGIBLE EMPLOYEE” UNDER THE SHARE OPTION SCHEME

Under the terms of the Share Option Scheme, the “Eligible Employee” includes any employee (whether full time or part time) of the Company, any Subsidiary or any Invested Entity, including any executive director of the Company, any Subsidiary or any Invested Entity but excluding any employee employed or to be employed by the Company, any Subsidiary or any Invested Entity in the PRC. At the AGM, an ordinary resolution will be proposed to amend the definition of the “Eligible Employee” under the Share Option Scheme such that any employee employed or to be employed by the Company, any Subsidiary or any Invested Entity in the PRC (the “PRC Employees”) may also be granted share options under the Share Option Scheme. The purpose of the proposed amendment is to enable the Company to grant options to the PRC Employees as incentives or rewards for their contribution to the Company and/or any of its Subsidiaries and/or any Invested Entity.

AGM

The AGM Notice convening the AGM to be held at 2nd Floor, Hsin Chong Center, 107-109 Wai Yip Street, Kwun Tong, Kowloon, Hong Kong on Monday, 28 June 2010 at 10:00 a.m. is set out on pages 13 to 16 of this circular.

Enclosed with this circular is the form of proxy for use at the AGM. Whether or not you are able to attend the AGM, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the Company’s Hong Kong branch share registrars, Computershare Hong Kong Investor Services Limited, 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the AGM or any adjourned meeting thereof should you so wish.

RECOMMENDATION

The Directors are pleased to recommend the Shareholders to vote for the re-election of all the retiring Directors who are going to stand for re-election at the AGM. Besides, the Directors also consider that the grant of the Issue Mandate, the grant of the Repurchase Mandate, the extension of the Issue Mandate and the amendment to the definition of “Eligible Employee” under the Share Option Scheme are all in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors also recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM.

GENERAL

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief there are no other facts the omission of which would make any statement herein misleading.

Yours faithfully, On behalf of the Board Fan Cheuk Hung Managing Director

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APPENDIX I

BIOGRAPHICAL DETAILS OF DIRECTORS OFFERING FOR RE-ELECTION

To enable the Shareholders to make an informed decision on the re-election of the retiring Directors we set out below the biographical details of the retiring Directors for the information of Shareholders.

1. Dr. Catherine Chu, BSc, MSc, PhD (Aged 32)

Dr. Catherine Chu was appointed as an Executive Director of the Company on 11 September 2009. She is also a member of the committee for banking matters of the Company and the executive management committee of the Group.

Dr. Catherine Chu is also an executive director and a member of executive committee of the board of directors of Hsin Chong Construction Group Ltd. (“HCCG”), a controlling shareholder of the Company listed on the main board of the Stock Exchange. Dr. Catherine Chu has the overall responsibility for formulating and overseeing the strategic development of the Group’s business operations and internal corporate functions. Dr. Catherine Chu holds a PhD and Master degree from the London School of Economics in the United Kingdom. Prior to joining the Group, she had spent over 7 years working as a consultant and researcher for a global management consulting firm and established corporations with main focus in providing corporate strategy analysis and solution advisory services in the United Kingdom. Saved as disclosed above, Dr. Catherine Chu did not hold any other directorships in other listed public companies in the past three years.

Dr. Catherine Chu is the daughter of Dr. David Chu Shu Ho, the ultimate controlling shareholder of the Company and the Non-executive Chairman, and the sister of Mr. Tenniel Chu, a Non-executive Director of the Company. Save as disclosed above, Dr. Catherine Chu has no other relationship with any other Directors, senior management, or substantial or controlling shareholder of the Company.

As at the Latest Practicable Date, Dr. Catherine Chu has 900,000 share options granted pursuant to the Share Option Scheme adopted by the Company on 19 September 2003. Save as disclosed above, Dr. Catherine Chu did not have any other interest in the Shares within the meaning of Part XV of the SFO.

Dr. Catherine Chu had entered into a service agreement with the Company for a fixed period of 3 years commencing from 1 January 2010 (subject to termination by 3 months’ notice in writing or payment in lieu). Pursuant to the service agreement, Dr. Catherine Chu is entitled to receive other emoluments comprising monthly remuneration, performance bonus, contributions to pension scheme, and other benefits and allowances. Dr. Catherine Chu is also entitled to receive Director’s remuneration as recommended by the remuneration committee of the Company and determined by the Board and, if required, under the authority given by the Shareholders in general meeting. The Director’s remuneration shall be determined by reference to Dr. Catherine Chu’s duties and responsibilities in the Group as well as the overall performance of the Company and the Group and the prevailing market situation.

Pursuant to the authority given by the Shareholders at the annual general meeting of the Company held on 11 May 2009, a Director’s fee of HK$150,000, which was recommended by the remuneration committee of the Company and determined by the Board for the financial year ended 31 December 2009. Dr. Catherine Chu shall be entitled to such Director’s fee to be paid on a pro rata basis by reference to her length of services in the Company for the financial year.

Dr. Catherine Chu received other emoluments of HK$659,000 pursuant to the employment contract entered into with Group for the financial year ended 31 December 2009.

Dr. Catherine Chu is also subject to retirement by rotation and re-election at the annual general meetings of the Company at least once every three years in accordance with the Bye-laws of the Company.

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APPENDIX I

BIOGRAPHICAL DETAILS OF DIRECTORS OFFERING FOR RE-ELECTION

2. Mr. Wilfred Wong Ying Wai, SBS, JP, MPA, BSoc.Sc. (Aged 57)

Mr. Wilfred Wong Ying Wai (“Mr. Wong”) was appointed as an Executive Director and the Executive Deputy Chairman of the Board in September 2008. He is a member of the remuneration committee and the committee for banking matters of the Company and the executive management committee of the Group.

Mr. Wong is also an executive director and the executive deputy chairman of HCCG, a controlling shareholder of the Company listed on the main board of the Stock Exchange, and a director of certain other subsidiaries of the Company. He is the vice chairman of Mission Hills Group which holds a controlling interest in the Company.

Mr. Wong was educated at Harvard University, University of Oxford, The University of Hong Kong and The Chinese University of Hong Kong. He was awarded the Silver Bauhinia Star Medal by the HKSAR Government in 2007.

Mr. Wong joined the administrative officer grade of the Hong Kong Government in 1975 and served in many senior directorate positions until 1992. Since then, he has held senior management positions in a number of well known Hong Kong listed companies in property development and construction business sectors including K. Wah International Holdings Limited, Henderson China Holdings Limited and the Shui On Group. He was appointed as an official adviser to the drafting of the Basic Law for Hong Kong Special Administrative Region (“HKSAR”) (1985 to 1990) and subsequently appointed by The National People’s Congress of the People’s Republic of China (“NPC”) as a member of the Preparatory Committee relating to the establishment of HKSAR (1993 to 1997). Currently, he is a deputy of NPC.

Mr. Wong is also the chairman of the Court and Council of the Hong Kong Baptist University; the chairman of the Hong Kong International Film Festival Society Limited; the chairman of the Business and Professionals Federation of Hong Kong; and a board member of the Airport Authority Hong Kong, the Hong Kong Tourism Board and a member of the Hong Kong Film Development Council. Mr. Wong is also the executive chairman of the Singapore-based Pacific Star Group, an independent non-executive director of Cosway Corporation Limited and Xinyi Glass Holdings Limited, which are listed on the main board of the Stock Exchange, and the non-executive chairman of Yangtze China Investment Limited, which is listed on London AIM. Save as disclosed above, Mr. Wong did not hold any other directorships in other listed public companies in the past three years.

As at the latest practicable date, Mr. Wong has 14,420,000 shares of the Company and 2,000,000 share options granted pursuant to the share option scheme adopted by the Company on 19 September 2003. Save as disclosed above, Mr. Wong did not have any other interest in the Shares within the meaning of Part XV of the SFO.

Mr. Wong is the vice chairman of Mission Hills Group which holds a controlling interest in the Company. Save as disclosed above, Mr. Wong has no other relationship with any other Directors, senior management, or substantial or controlling shareholder of the Company.

Mr. Wong had entered into a service agreement dated 1 November 2008 (the “Service Agreement”) with the Company for his employment as an Executive Director and the Executive Deputy Chairman of the Company, pursuant to which Mr. Wong was entitled to receive other emoluments comprising monthly remuneration, performance bonus, options to purchase Shares, contributions to pension scheme, and other benefits and allowances. Pursuant to the Service Agreement, Mr. Wong has given his consent to act as an Executive Director for a term of three years commencing from 1 November 2008 up to and including 31 October 2011 (subject to termination by 3 months’ notice in writing or payment in lieu of notice). Pursuant to the said letter of appointment, Mr. Wong is entitled to receive Director’s remuneration as recommended by the remuneration

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APPENDIX I

BIOGRAPHICAL DETAILS OF DIRECTORS OFFERING FOR RE-ELECTION

committee of the Company and determined by the Board and, if required, under the authority given by the Shareholders in general meeting. The Director’s remuneration shall be determined by reference to Mr. Wong’s duties and responsibilities in the Group as well as the overall performance of the Company and the Group and the prevailing market situations.

Pursuant to the authority given by the Shareholders at the annual general meeting of the Company held on 11 May 2009, a Director’s fee of HK$150,000, which was recommended by the remuneration committee of the Company and determined by the Board, is payable to Mr. Wong for the financial year ended 31 December 2009. In addition, Mr. Wong received other emoluments of HK$4,338,000 pursuant to the Service Agreement from the Group for the financial year ended 31 December 2009.

Mr. Wong is also subject to retirement by rotation and re-election at the annual general meetings of the Company at least once every three years in accordance with the Bye-laws of the Company.

3.

Mr. Tenniel Chu (Aged 33)

Mr. Tenniel Chu was appointed as a Non-executive Director of the Company on 16 September 2008. He is also a member of the Audit Committee of the Company.

Mr. Tenniel Chu is an executive director of Mission Hills Golf Club Limited, a controlling shareholder of the Company. He graduated from the University of Toronto in Canada with a degree in economics and further completed a post-graduate study for professional golf management at Humber College in Canada. Mr. Tenniel Chu plays a vital role in enticing international events to the Mission Hills Group including negotiation with golfing bodies, television rights negotiation and the staging of events. He is responsible for developing the international relations for the golf business of the Mission Hills Golf through Golf World networking and international tournaments. He is also involved in the strategic planning of negotiation and execution of golfers’ visits to the Mission Hills Group. Prior to joining the Mission Hills Group, Mr. Tenniel Chu had previously worked at the Professional Golfers’ Association of America (PGA of America) headquarter under the supervision of Mr. Peter Davison where he underwent an unique management training program for golf operations, PGA Tournament event organization, golf maintenance, golf shops and merchandising/investor control. Mr. Tenniel Chu is actively involved in the Hong Kong and China charity and community services. He is the honorary president of the Hong Kong Golf Media Association, an honorary advisor of the China-HK Executive Women’s Golf Association and a member of the programme and fund raising committee of The Dragon Foundation. Saved as disclosed above, Mr. Tenniel Chu did not hold any directorships in other listed public companies in the past three years.

Mr. Tenniel Chu is the son of Dr. David Chu, a Non-executive Chairman of the Company, and the brother of Dr. Catherine Chu, an Executive Director of the Company. Save as disclosed above, Mr. Tenniel Chu does not have any relationship with any other Directors, senior management, or substantial or controlling shareholder of the Company.

As at the latest practicable date, Mr. Tenniel Chu has 300,000 share options granted pursuant to the Share Option Scheme adopted by the Company on 19 September 2003. Save as disclosed above, Mr. Tenniel Chu did not have any other interest in the Shares within the meaning of Part XV of the SFO.

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APPENDIX I

BIOGRAPHICAL DETAILS OF DIRECTORS OFFERING FOR RE-ELECTION

Mr. Tenniel Chu is entitled to receive director’s remuneration as recommended by the remuneration committee of the Company and determined by the Board and, if required, under the authority given by the shareholders of the Company in general meeting. The director’s remuneration shall be determined by reference to Mr. Tenniel Chu’s duties and responsibilities in the Company and prevailing market situation. Pursuant to the authority given by the Shareholders at the annual general meeting held on 11 May 2009, a director’s fee of HK$200,000 for the financial year ended 31 December 2009, which has been reviewed by the remuneration committee, was determined by the Board.

The term of Mr. Tenniel Chu has been fixed at 3 years and he is also subject to retirement by rotation and re-election at the annual general meetings of the Company at least once every three years in accordance with the Bye-laws of the Company.

4.

Mr. Stephen Ip Shu Kwan, GBS, JP (Aged 58)

Mr. Stephen IP Shu Kwan (“Mr. Ip”) was appointed as an Independent Non-executive Director of the Company on 27 September 2008. He is the chairman of the Remuneration Committee of the Company. He is an independent non-executive director of Yangtze China Investment Limited which is a company listed on AIM of the London Stock Exchange and a subsidiary of Mission Hills Group. He is also an independent non-executive director of China Resources Cement Holdings Limited and Lai Sun Development Company Limited. The shares of both companies are listed on the main board of the Stock Exchange. Saved as disclosed above, Mr. Ip did not hold any directorships in other listed public companies in the past three years.

Mr. Ip graduated from the University of Hong Kong with a degree in Social Sciences in 1973. He subsequently pursued post-graduate studies in Oxford University and Harvard Business School.

Mr. Ip joined the Hong Kong Government in November 1973 and was promoted to the rank of Director of Bureau in April 1997. He worked in the Hong Kong Special Administrative Region Government as a Principal Official from July 1997 to June 2007. Senior positions held by Mr. Ip in the past included Commissioner of Insurance, Commissioner for Labour, Secretary for Economic Services and Secretary for Financial Services.

Mr. Ip took up the position of Secretary for Economic Development and Labour on 1 July 2002. His portfolio in respect of economic development covered air and sea transport, logistics development, tourism, energy, postal services, meteorological services, competition and consumer protection. He was also responsible for labour policies including matters relating to employment services, labour relations and employees’ rights. Mr. Ip retired from the Hong Kong Government in July 2007.

Mr. Ip received the Gold Bauhinia Star award from the Hong Kong Government in 2001, and is an unofficial Justice of the Peace.

As at the latest practicable date, Mr. Ip has 300,000 share options granted pursuant to the share option scheme adopted by the Company on 19 September 2003. Save as disclosed above, Mr. Ip did not have any other interest in the Shares within the meaning of Part XV of the SFO.

Save as disclosed above, Mr. Ip does not have any relationship with any other Directors, senior management, or substantial or controlling shareholder of the Company.

Mr. Ip is entitled to receive director ’s remuneration as recommended by the remuneration committee of the Company and determined by the Board and, if required, under the authority given by the shareholders of the Company in general meeting. The director’s remuneration shall be determined by reference to Mr. Ip’s duties and responsibilities in the Company and prevailing market situation. Pursuant to the

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APPENDIX I

BIOGRAPHICAL DETAILS OF DIRECTORS OFFERING FOR RE-ELECTION

authority given by the Shareholders at the annual general meeting held on 11 May 2009, a director’s fee of HK$200,000 for the financial year ended 31 December 2009, which has been reviewed by the remuneration committee, was determined by the Board.

The term of Mr. Ip has been fixed at 3 years and he is also subject to retirement by rotation and re-election at the annual general meetings of the Company at least once every three years in accordance with the Bye-laws of the Company.

Save as disclosed above, there is no information to be disclosed pursuant to the requirements of Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules nor are there any other matters that need to be brought to the attention of the Shareholders in respect of the re-election of the abovenamed retiring Directors.

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APPENDIX II EXPLANATORY STATEMENT ON REPURCHASE MANDATE

This appendix contains the explanatory statement, as required under the Listing Rules, to provide requisite information to the Shareholders in connection with the Repurchase Mandate.

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company was HK$33,200,000 comprising 332,000,000 fully paid Shares.

Subject to the passing of the ordinary resolution no. 5(2) set out in the AGM Notice for approving the Repurchase Mandate and on the basis that no further Shares will be issued or repurchased prior to the AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 33,200,000 Shares during the period in which the Repurchase Mandate remains in force. Any Shares repurchased pursuant to the Repurchase Mandate must be fully paid-up.

2.

REASONS FOR REPURCHASES

The Directors believe that the Repurchase Mandate is in the interests of the Company and the Shareholders as a whole. Such repurchases may, depending on market conditions and funding arrangements at that time, lead to an enhancement of the net assets and/or earnings per Share. The Directors will decide on the number of Shares to be repurchased on each occasion and the price and other terms upon which the same is repurchased at relevant time having regard to the circumstances then pertaining and they will do so only when they believe that such repurchases will benefit the Company and the Shareholders as a whole. At present, the Directors have no intention to repurchase any Shares.

3.

FUNDING OF REPURCHASES

In repurchasing Shares, the Company will only apply funds legally available for such purpose in accordance with the memorandum of association and bye-laws of the Company and the applicable laws of Bermuda. It is envisaged that such repurchases would be paid out of the capital paid up on the repurchased Shares, or the funds of the Company otherwise available for dividend or distribution, or the proceeds of a fresh issue of Shares made for the purpose. Any premium payable on a repurchase would be provided out of funds of the Company otherwise available for dividend or distribution or the Company’s share premium account.

In the event that the Repurchase Mandate were to be exercised in full at any time during the period which the Repurchase Mandate remains in force, there might be a material adverse impact on the working capital but possibly not the gearing position of the Company as compared to the consolidated financial position of the Company as at 31 December 2009 (being the date to which the latest published audited consolidated financial statements of the Company were made up). The Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse impact on the working capital or the gearing position of the Company which in the opinion of the Directors is from time to time appropriate for the Company.

4.

CONNECTED PERSONS AND DIRECTORS’ UNDERTAKING

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their associates have any present intention to sell Shares to the Company in the event that the Repurchase Mandate is approved by the Shareholders.

No connected persons of the Company have notified the Company that they have a present intention to sell Shares to the Company, or have undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the powers of the Company to make repurchases pursuant to the Repurchase Mandate in accordance with the Listing Rules, the Bye-laws and the applicable laws of Bermuda.

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APPENDIX II EXPLANATORY STATEMENT ON REPURCHASE MANDATE

5. EFFECT OF THE TAKEOVERS CODE

If, as a result of a repurchase of Shares, a Shareholder’s proportionate interest in the voting rights of the Company is increased, such increase will be treated as an acquisition for the purpose of the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert (within the meaning of the Takeovers Code), may obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeover Code.

As at the Latest Practicable Date, Carrick Worldwide Limited (“Carrick”) and Smart Lane Holdings Limited (“Smart Lane”) were interested in 57,846,436 Shares and 169,116,777 Shares representing approximately 17.42% and 50.94% of the issued share capital of the Company respectively.

In the event that the Repurchase Mandate were to be exercised in full, then (if the present shareholdings otherwise remained the same) the shareholding in the Company of Carrick and Smart Lane would increase to approximately 19.36% and 56.60% respectively of the total Shares in issue. Such increase would not give rise to any obligation to make a mandatory offer under Rules 26 and 32 of the Takeovers Code.

In the event that the Repurchase Mandate were to be exercised in full, the number of Shares held in the hands of the public may fall below the limit of 25% of the total number of Shares in issue as prescribed under the Listing Rules. The Directors do not intend to exercise the Repurchase Mandate to an extent which will result in the number of Shares held in the hands of the public falling below the prescribed limit under the Listing Rules.

6. MARKET PRICES

The highest and lowest prices at which the Shares were traded on the Stock Exchange during each of the previous twelve calendar months preceding the Latest Practicable Date and up to that date were as follows:

	Price per Share	Price per Share
	Highest	Lowest
	HK$	HK$
2009
April	0.80	0.57
May	0.81	0.62
June	0.86	0.78
July	0.93	0.79
August	0.91	0.80
September	0.91	0.80
October	0.80	0.75
November	1.02	0.77
December	0.99	0.83
2010
January	0.94	0.83
February	0.90	0.83
March	1.43	0.85
April (up to the Latest Practicable Date)	1.27	1.11

7. SHARE PURCHASES MADE BY THE COMPANY

The Company did not purchase any of the Shares (whether on the Stock Exchange or otherwise) in the six months immediately preceding the Latest Practicable Date.

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NOTICE OF ANNUAL GENERAL MEETING

==> picture [41 x 34] intentionally omitted <==

SYNERGIS HOLDINGS LIMITED 新昌管理集團有限公司 *

(Incorporated in Bermuda with limited liability)

(Stock Code: 02340)

NOTICE IS HEREBY GIVEN that the annual general meeting of Synergis Holdings Limited (the “Company”) will be held at 2nd Floor, Hsin Chong Center, 107-109 Wai Yip Street, Kwun Tong, Kowloon, Hong Kong on Monday, 28 June 2010 at 10:00 a.m. for the following purposes:

1. To receive and adopt the audited consolidated financial statements and the report of the directors and the independent auditor’s report for the financial year ended 31 December 2009.

2. To declare a final dividend for the financial year ended 31 December 2009.

3. To re-elect the following retiring directors of the Company and authorise the board of directors of the Company to fix the director’ remuneration;

4. (i) to re-elect Dr. Catherine Chu as executive director;

5. (ii) to re-elect Mr. Wilfred Wong Ying Wai as executive director;

6. (iii) to re-elect Mr. Tenniel Chu as non-executive director;

7. (iv) to re-elect Mr. Stephen Ip Shu Kwan as independent non-executive director; and

8. (v) to authorise the board of directors of the Company to fix the directors’ remuneration for the year ending 31 December 2010.

9. To re-appoint the auditors of the Company for the ensuing year and authorise the board of directors of the Company to fix their remuneration.

10. As special business, to consider and, if thought fit, pass with or without modifications the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

• (1) “ THAT:

• (a) subject to paragraph (b) of this resolution no. 5(1), the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and otherwise deal with additional shares in the capital of the Company and to make or grant offers, agreements and options (including warrants, bonds, debentures, notes and other securities which carry rights of subscription for or conversion into shares of the Company) which would or might require the exercise of such powers during or after the end of the Relevant Period be and is hereby generally and unconditionally approved;

* For identification purpose only

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NOTICE OF ANNUAL GENERAL MEETING

• (b) the aggregate nominal amount of share capital allotted, issued or otherwise dealt with, or agreed conditionally or unconditionally to be allotted, issued or otherwise dealt with, (whether pursuant to an option or otherwise) by the directors of the Company pursuant to the approval in paragraph (a) of this resolution no. 5(1), otherwise than pursuant to or in consequence of:

• (i) a Rights Issue (as hereinafter defined); or

• (ii) the exercise of rights of subscription or conversion under the terms of any existing warrants, bonds, debentures, notes or other securities issued by the Company; or

• (iii) the exercise of any options granted under any share option scheme or similar arrangement for the time being adopted by the Company for the grant or issue to eligible participants of shares of the Company or rights to acquire shares of the Company; or

• (iv) any scrip dividend or similar arrangement providing for the allotment and issue of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the bye-laws of the Company from time to time; or

• (v) a specific authority granted by the shareholders of the Company in general meeting,

shall not exceed twenty per cent (20%) of the aggregate nominal amount of the share capital of the Company in issue at the date of the passing of this resolution no. 5(1), and the said approval shall be limited accordingly; and

• (c) for the purposes of this resolution no. 5(1), “Relevant Period” means the period from (and including) the date of the passing of this resolution no. 5(1) until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company; or

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the bye-laws of the Company or any applicable laws of Bermuda to be held; or

• (iii) the revocation or variation of the authority given under this resolution no. 5(1) by the passing of an ordinary resolution by the shareholders of the company in general meeting, and

“Rights Issue” means an offer of shares of the Company, or an offer of warrants, options or other securities which carry rights to subscribe for or purchase shares of the Company, open for a period fixed by the directors of the Company to holders of shares of the Company on the registers of members of the Company (and, where appropriate, to holders of other securities of the Company entitled to the offer) on a fixed record date in proportion to their then holdings of such shares of the Company (or, where appropriate, such other securities) (subject in all cases to such exclusions or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any jurisdiction or territory outside Hong Kong).”

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NOTICE OF ANNUAL GENERAL MEETING

• (2) “ THAT:

• (a) subject to paragraph (b) of this resolution no. 5(2), the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to purchase or repurchase issued shares in the capital of the Company on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or on any other stock exchange on which the shares of the Company may be listed and is recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and/or the requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

• (b) the aggregate nominal amount of the shares of the Company which may be purchased or repurchased by the Company pursuant to the approval in paragraph (a) of this resolution no. 5(2) shall not exceed ten per cent (10%) of the aggregate nominal amount of the share capital of the Company in issue at the date of the passing of this resolution no. 5(2), and the said approval shall be limited accordingly; and

• (c) for the purposes of this resolution no. 5(2), “Relevant Period” means the period from (and including) the date of the passing of this resolution no. 5(2) until whichever is the earliest of:

  • (i) the conclusion of the next annual general meeting of the Company; or

  • (ii) the expiration of the period within which the next annual general meeting of the Company is required by the bye-laws of the Company or any applicable laws of Bermuda to be held; or

  • (iii) the revocation or variation of the authority given under this resolution no. 5(2) by the passing of an ordinary resolution by the shareholders of the Company in general meeting.”

• (3) “ THAT conditional upon the passing of resolutions nos. 5(1) and 5(2) set out in the notice of this meeting, the general mandate granted to the directors of the Company pursuant to resolution no. 5(1) set out in the notice of this meeting and for the time being in force to exercise the powers of the Company to allot, issue and otherwise deal with additional shares in the capital of the Company and to make or grant offers, agreements and options (including warrants, bonds, debentures, notes and other securities which carry rights of subscription for or conversion into shares of the Company) be and is hereby extended by the addition thereto of an amount representing the aggregate nominal amount of the shares of the Company purchased or repurchased by the Company under the authority granted pursuant to resolution no. 5(2) set out in the notice of this meeting, provided that such extended amount shall not exceed ten per cent (10%) of the aggregate nominal amount of the share capital of the Company in issue at the date of the passing of this resolution.”

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NOTICE OF ANNUAL GENERAL MEETING

1. As special business, to consider and, if thought fit, pass with or without modifications the following resolution as an ordinary resolution of the Company:

ORDINARY RESOLUTION

“ THAT the existing definition of the “Eligible Employee” under the Share Option Scheme of the Company adopted on 19 September 2003 be deleted in its entirety and be substituted by the following new definition :-

“Eligible Employee”

any employee (whether full time or part time) of the Company, any Subsidiary or any Invested Entity, including any executive director of the Company, any Subsidiary or any Invested Entity and any employee employed or to be employed by the Company, any Subsidiary or any Invested Entity, whether in Hong Kong or in the PRC and “Eligible Employees” shall be constructed accordingly.”

By order of the Board Tsang Oi Yin Company Secretary

Hong Kong, 29 April 2010

Notes:

• (i) Any member entitled to attend and vote at the annual general meeting shall be entitled to appoint a proxy to attend and vote instead of him. A member who is the holder of two or more shares may appoint more than one proxy. A proxy need not be a member of the Company.

• (ii) In the case of joint holders of any share, any one of such joint holders may vote, either in person or by proxy or in the case of a corporation by its duly authorised representative, in respect of such share at the annual general meeting as if he were solely entitled thereto, but if more than one of such joint holders be present in person or by proxy or in the case of a corporation by its duly authorised representative at the meeting, then one of the persons so present whose name stands first on the registers of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.

• (iii) To be valid, any instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power of attorney or other authority, shall be deposited at the Company’s Hong Kong branch share registrars, Computershare Hong Kong Investor Services Limited, 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the annual general meeting or any adjourned meeting thereof. Completion and delivery of the form of proxy will not preclude a member from attending and voting in person at the annual general meeting or any adjourned meeting thereof should he so wish.

• (iv) The registers of members of the Company will be closed from Tuesday, 22 June 2010 to Monday, 28 June 2010 (both days inclusive) during which period no transfer of shares will be registered. In order to ascertain shareholders’ entitlement to the attendance of the forthcoming 2010 annual general meeting of the Company and the proposed final dividend, all share transfer documents accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong branch share registrars, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on Monday, 21 June 2010.

• (v) With regard to the proposed resolutions under agenda item 3 of this notice of annual general meeting, the board of directors of the Company recommends that the retiring directors, namely, Dr. Catherine Chu, Mr. Wilfred Wong Ying Wai, Mr. Tenniel Chu and Mr. Stephen Ip Shu Kwan be re-elected as directors of the Company.

• (vi) With regard to the proposed resolutions under agenda item 5 of this notice of annual general meeting, the directors of the Company wish to state that they have no immediate plans to issue any new shares or repurchase any shares of the Company pursuant to the general mandates referred thereunder.

• (vii) A circular containing, inter alia, an explanatory statement relating to the proposed resolution no. 5(2) of this notice of annual general meeting has been despatched to shareholders.

• (viii) As at the date of this notice, the board of directors of the Company comprises Dr. David Chu Shu Ho as the non-executive chairman; Mr. Wilfred Wong Ying Wai (executive deputy chairman) and Dr. Fan Cheuk Hung (managing director); and Dr. Catherine Chu as executive directors; Mr. Tenniel Chu and Mr. Barry John Buttifant 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.

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