ISP Holdings Limited — AGM Information 2016

Apr 18, 2016

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 proxy form to the purchaser or transferee, or to the bank, stockbroker, registered dealer in securities 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 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.

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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)

(1) PROPOSALS IN RELATION TO RE-ELECTION OF DIRECTORS; (2) GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES; AND

(3) NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of the Company to be held at 2nd Floor, Hsin Chong Center, 107109 Wai Yip Street, Kwun Tong, Kowloon, Hong Kong on Friday, 20 May 2016 at 10:00 a.m. is set out on pages 14 to 18 of this circular. Whether or not you are able to attend the annual general meeting, you are requested to complete and sign the enclosed proxy form in accordance with the instructions printed thereon and return it to the Company’s Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, 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 proxy form shall not preclude you from attending and voting in person at the annual general meeting or any adjourned meeting thereof should you so wish.

18 April 2016

• for identification purposes 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. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14

– i –

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 Friday, 20 May 2016 at 10:00 a.m. or any adjournment thereof;

• “AGM Notice” the notice convening the AGM as set out on pages 14 to 18 of this circular;

• “associates”

has the same 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, a company incorporated in Bermuda with limited liability whose Shares are listed on the main board of the Stock Exchange;

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

• “controlling shareholder” has the same meaning ascribed to it under the Listing Rules;

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

the director(s) of the Company;

“Group”

the Company and its subsidiaries from time to time;

“HK$”

Hong Kong dollar(s), the lawful currency of Hong Kong;

• “Hong Kong”

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

• “Latest Practicable Date” 14 April 2016, 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;

“New Option Scheme” the share option scheme of the Company adopted by the Shareholders on 17 June 2013;

– 1 –

DEFINITIONS

“Old Option Scheme”

“Option(s)”

“Optionholder(s)”

“SFO”

“Share(s)”

“Shareholder(s)” or “member(s)”

“Stock Exchange”

“Subsidiary”

“substantial shareholder”

“Takeover Code”

“%”

the share option scheme of the Company adopted by the Shareholders on 19 September 2003 and terminated by an ordinary resolution passed at the annual general meeting of the Company on 17 June 2013. The Options granted under the Old Option Scheme remain effective;

option(s) to subscribe for Shares granted pursuant to the Old Option Scheme or New Option Scheme;

holder(s) of the Option(s);

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

ordinary share(s) of HK$0.10 each in the share capital of the Company;

holder(s) of the Share(s);

The Stock Exchange of Hong Kong Limited;

a company which is for the time being and from time to time a subsidiary (within the meaning of the Companies Ordinance (Chapter 622 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 People’s Republic of China or elsewhere) of the Company and “Subsidiaries” shall be construed accordingly;

has the same meaning ascribed to it under the Listing Rules;

The Codes on Takeovers and Mergers and Share Buybacks published by Securities and Futures Commission, as amended from time to time; and

per cent.

– 2 –

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)

Executive Directors:

Ir. Joseph Choi Kin Hung (Chairman) Ms. Brenda Yau Shuk Mee (Managing Director) Mr. Terence Leung Siu Cheong (Managing Director) Mr. Lui Chun Pong

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

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

Hong Kong Principal Place of Business: 10th Floor Hsin Chong Center 107-109 Wai Yip Street Kwun Tong, Kowloon Hong Kong 18 April 2016

To the Shareholders, and for information only, the Optionholders,

Dear Sir or Madam

(1) PROPOSALS IN RELATION TO RE-ELECTION OF DIRECTORS; (2) GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES; AND

(3) NOTICE OF ANNUAL GENERAL MEETING

(A) INTRODUCTION

The purpose of this circular is to provide you with the AGM Notice, and the 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; and (ii) the grant to the Directors of the Issue Mandate (as defined below), the Repurchase Mandate (as defined below) and the extension of the Issue Mandate (as defined below) to include the Shares repurchased under the Repurchase Mandate (as defined below), if any.

(B) RE-ELECTION OF DIRECTORS

In accordance with Bye-laws 87(1) and 87(2), Mr. Kan Fook Yee and Mr. Wong Tsan Kwong shall retire by rotation and being eligible have expressed their willingness to offer themselves for re-election at the AGM.

• for identification purposes only

– 3 –

LETTER FROM THE BOARD

Ir. Joseph Choi Kin Hung and Mr. Lui Chun Pong were appointed by the Board as Executive Directors of the Company with effect from 11 December 2015. In accordance with Bye-law 86(2), they shall retire from office, and being eligible, have offered 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 registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong a notice in writing signed by such Shareholder of his/her intention to propose such person for election as a Director together with the notice in writing signed by the person to be proposed of his/her willingness to be elected on or before Thursday, 12 May 2016. If valid notices in accordance with Bye-law 88 of the Bye-laws are received from any Shareholder after the despatch of this circular, the Company shall issue an announcement or a supplementary circular to inform the Shareholders the biographical details of the additional candidate proposed.

(C) GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

At the last annual general meeting of the Company held on Friday, 22 May 2015, 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 69,535,200 Shares based on the share capital of the Company in issue of 347,676,000 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 of the number of Shares repurchased by the Company pursuant to the Repurchase Mandate.

– 4 –

LETTER FROM THE BOARD

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.

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.

(D)

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 Friday, 20 May 2016 at 10:00 a.m. is set out on pages 14 to 18 of this circular.

Enclosed with this circular is the proxy form for use at the AGM. Whether or not you are able to attend the AGM, you are requested to complete, sign and return the enclosed proxy form in accordance with the instructions printed thereon to the Company’s Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, 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 proxy form shall not preclude you from attending and voting in person at the AGM or any adjourned meeting thereof should you so wish.

Pursuant to Rule 13.39(4) of the Listing Rules and Bye-law 66, any vote of shareholders at a general meeting must be taken by way of poll, subject to certain exceptions.

(E)

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 consider that (i) the grant of the Issue Mandate; (ii) the grant of the Repurchase Mandate; and (iii) the extension of the Issue Mandate 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.

(F) GENERAL

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

Yours faithfully,

For and on behalf of the Board

Synergis Holdings Limited Joseph Choi Kin Hung Executive Director and Chairman

– 5 –

BIOGRAPHICAL DETAILS OF DIRECTORS OFFERING FOR RE-ELECTION

APPENDIX I

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. Mr. Kan Fook Yee, GBS, SBS (aged 79)

Mr. Kan Fook Yee (“Mr. Kan”) was appointed as an Independent Non-executive Director on 27 September 2008. He is also the chairman of the Nomination Committee and the Special Committee, and a member of the Audit Committee and the Remuneration Committee.

Mr. Kan has ceased his barrister practice from 1 September 2014 and is now the principal and proprietor of F.Y. Kan Property Consultancy & ADR Services Co.

Mr. Kan continues to hold his membership as a Fellow Member of the Hong Kong Institute of Surveyors and a Fellow Member of the Chartered Institute of Arbitrators.

Save as disclosed above, as at the Latest Practicable Date, (i) Mr. Kan did not hold any other major appointments and has not held any position or directorship in any other listed public companies during the last three years preceding the Latest Practicable Date; (ii) Mr. Kan did not have any relationship with any Directors, senior management, or substantial or controlling shareholders of the Company; and (iii) Mr. Kan did not hold any other position with the Company and its subsidiaries.

As at the Latest Practicable Date, Mr. Kan has 300,000 Options granted pursuant to the Old Option Scheme. Save as disclosed, Mr. Kan did not have any other interest in the Shares within the meaning of Part XV of the SFO.

The term of the appointment of Mr. Kan as an Independent Non-executive Director has been fixed at three years and he is 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.

For the financial year ending 31 December 2016, Mr. Kan would receive (i) an annual director’s fee of HK$240,000 from the Group for acting as an Independent Non-executive Director; and (ii) an annual fee of HK$40,000 for being Chairman of the Nomination Committee and an annual fee of HK$20,000 and HK$10,000 for being a member of the Audit and Remuneration Committees respectively, which are determined with reference to his duties and responsibilities in the Company, the Company’s remuneration policy and the prevailing market situation (subject to review by the Board from time to time).

2.

• Mr. Wong Tsan Kwong, OBE, QPM, CPM (aged 70)

Mr. Wong Tsan Kwong (“Mr. Wong”) was appointed as an Independent Non-executive Director on 27 September 2008. He is also a member of the Audit Committee and the Special Committee.

Mr. Wong joined the Hong Kong Police Force as an inspector in 1963 and was appointed as Deputy Commissioner in July 1994. He retired from active service in January 2001.

– 6 –

BIOGRAPHICAL DETAILS OF DIRECTORS OFFERING FOR RE-ELECTION

APPENDIX I

Mr. Wong has attended professional courses overseas including FBI National Academy in Quantico, United States, Henley Management College in United Kingdom and Royal College of Defence Studies in the United Kingdom.

Mr. Wong was the director of Sunbase International (Holdings) Limited from 2001 to 2008 and he was also a director of Sunbase International Properties Management Limited from 2003 to 2008. He was a board-appointed member of the Disciplinary Committee of the Estate Agents Authority from 2007 to 2014.

Save as disclosed above, as at the Latest Practicable Date, (i) Mr. Wong did not hold any other major appointments and has not held any position or directorship in any other listed public companies during the last three years preceding the Latest Practicable Date; (ii) Mr. Wong did not have any relationship with any Directors, senior management, or substantial or controlling shareholders of the Company; and (iii) Mr. Wong did not hold any other position with the Company and its subsidiaries.

As at the Latest Practicable Date, Mr. Wong has 100,000 Options granted pursuant to the Old Option Scheme. Save as disclosed, Mr. Wong did not have any other interest in the Shares within the meaning of Part XV of the SFO.

The term of the appointment of Mr. Wong as an Independent Non-executive Director has been fixed at three years and he is 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.

For the financial year ending 31 December 2016, Mr. Wong would receive (i) an annual director’s fee of HK$240,000 from the Group for acting as an Independent Non-executive Director; and (ii) an annual fee of HK$20,000 for being a member of the Audit Committee, which are determined with reference to his duties and responsibilities in the Company, the Company’s remuneration policy and the prevailing market situation (subject to review by the Board from time to time).

3. Ir. Joseph Choi Kin Hung, BSc, RPE, CEng, FHKIE, FHKIHT, MICE (aged 68)

Ir. Joseph Choi Kin Hung (“Ir. Choi”) is an Executive Director and Chairman of the Company. He is a member of each of the Executive Committee, the Nomination Committee and the Remuneration Committee.

Ir. Choi is an executive director and the chief executive officer of Hsin Chong Group Holdings Limited (formerly known as Hsin Chong Construction Group Ltd.) (“Hsin Chong”, together with its subsidiaries, collectively, the “Hsin Chong Group”), a substantial shareholder of the Company. He is also a director of certain subsidiaries of Hsin Chong.

Ir. Choi is a fellow and the senior vice president of the Hong Kong Institution of Engineers (“HKIE”). He is the chairman of the Administration Board, and an ex-officio member of the Planning Committee of HKIE, the vice chairman of Council of China’s Foreign Trade of the China Council for the Promotion of International Trade, a member of the Engineers Registration Board, and a fellow and a council member of the Hong Kong Institution of Highways and Transportation. He is also a member of the Infrastructure Development Advisory Committee of the Hong Kong Trade Development Council since 1 April 2016.

– 7 –

APPENDIX I

BIOGRAPHICAL DETAILS OF DIRECTORS OFFERING FOR RE-ELECTION

Ir. Choi is a member of the Institution of Civil Engineers of the UK, a chartered engineer of the UK, a registered professional engineer of Hong Kong, a director of Engineering Forum Limited, a member of the Departmental Advisory Committee for the Department of Civil and Environmental Engineering of the Hong Kong Polytechnic University, and a director of the Joint Professional Centre Limited to represent HKIE.

Ir. Choi joined the Hsin Chong Group in August 2009 as assistant managing director and has been promoted to his current positions in Hsin Chong. He has over 45 years of multidimensional and multi-functional experience across contracting and client organisations in Hong Kong, Chinese Mainland, Taiwan, Macau and overseas. Before joining the Hsin Chong Group, he was the general manager of the Kowloon-Canton Railway Corporation and MTR Corporation Limited, responsible for the design and construction of various new railway lines.

Ir. Choi graduated from the University of Aston in Birmingham, United Kingdom with a degree of Bachelor of Science in Civil Engineering.

Save as disclosed above, as at the Latest Practicable Date, (i) Ir. Choi did not hold any other major appointments and has not held any position or directorship in any other listed public companies during the last three years preceding the Latest Practicable Date; (ii) Ir. Choi did not have any relationship with any Directors, senior management, or substantial or controlling shareholders of the Company; and (iii) Ir. Choi did not hold any other position with the Company and its subsidiaries.

As at the Latest Practicable Date, Ir. Choi does not have any interest in the shares of the Company within the meaning of Part XV of the SFO.

A service agreement (the “Agreement”) dated 11 December 2015 was entered into between Ir. Choi and the Company regarding the appointment of an Executive Director and the Chairman for a term of three years commencing from 11 December 2015 up to and including 10 December 2018 (subject to termination by three months’ notice in writing or payment in lieu of notice). Ir. Choi is subject to retirement by rotation and reelection at the annual general meetings of the Company at least once every three years in accordance with the Bye-laws.

Pursuant to the said service agreement, Ir. Choi, an Executive Director and the Chairman, is entitled to an annual director’s fee of HK$150,000 and annual remuneration of HK$1,200,000 and a management bonus commensurate with his performance and subject to the discretion of the Board. For the financial year ending 31 December 2016, Ir. Choi would also receive an annual fee of HK$10,000 each for being a member of each of the Nomination Committee and Remuneration Committee. His remuneration is determined with reference to his respective duties and responsibilities in the Company, the respective remuneration policy of the Company and the prevailing market situation (subject to review by the Board from time to time).

– 8 –

APPENDIX I BIOGRAPHICAL DETAILS OF DIRECTORS OFFERING FOR RE-ELECTION

4. Mr. Lui Chun Pong, BA, MAcc, LLM, MBA (Executive), FCPA, FCCA, ATIHK, CTA (HK), ACS, ACIS (aged 47)

Mr. Lui Chun Pong (“Mr. Lui”) was appointed as an Executive Director with effect from 11 December 2015. He is a member of the Executive Committee.

Mr. Lui is an executive director and chief financial officer of Hsin Chong. He joined the Hsin Chong Group in 2010 as group financial controller. He was promoted to finance director of Hsin Chong Construction Company Limited in 2014, to acting chief financial officer of the Hsin Chong Group in July 2015, and further to his current position in Hsin Chong on 11 September 2015.

Mr. Lui is responsible for overseeing the finance and accounting operations, budgetary control, group financial control and cashflow management of the Hsin Chong Group. He is a director of certain subsidiaries of Hsin Chong. He has over 24 years of experience in corporate accounting, financing and tax administration in the real estate business like property development, property investment and property management, in addition to company secretarial practices of Hong Kong listed companies. Before joining the Hsin Chong Group, Mr. Lui held senior positions of a number of Hong Kong companies listed on the main board of the Stock Exchange.

Mr. Lui obtained a Bachelor degree of Arts from the University of Hong Kong, a Master degree of Laws in the Chinese University of Hong Kong, a Master degree of Accountancy from Charles Sturt University in Australia and an Executive Master of Business Administration from the City University of Hong Kong. He is a Certified Public Accountant and a Certified Tax Advisor in Hong Kong, and a Chartered Certified Accountant and a Chartered Secretary in the United Kingdom.

Mr. Lui also serves the community through participation of promoting sports, and youth and students’ affairs in Hong Kong. Mr. Lui was a baseball coach and was appointed as a team secretary and a deputy delegate leader of Hong Kong Women’s Baseball Team to join the Women’s Baseball World Cup in 2006 and in 2014 respectively. For the public services in youth and students’ affairs, Mr. Lui is a leader of various leadership mentoring programmes in Hong Kong United Youth Association, Association of Chartered Certified Accountants and Hong Kong Professionals and Senior Executives Association. Mr. Lui was a director of Hong Kong United Youth Association in 2014/2015 and is currently a member of Hong Kong Student Affairs Sub-committee of Association of Chartered Certified Accountants.

Save as disclosed above, as at the Latest Practicable Date, (i) Mr. Lui did not hold any other major appointments and has not held any position or directorship in any other listed public companies during the last three years preceding the Latest Practicable Date; (ii) Mr. Lui did not have any relationship with any Directors, senior management, or substantial or controlling shareholders of the Company; and (iii) Mr. Lui did not hold any other position with the Company and its subsidiaries.

As at the latest practicable date, Mr. Lui does not have any interest in the shares of the Company within the meaning of Part XV of the SFO.

– 9 –

BIOGRAPHICAL DETAILS OF DIRECTORS OFFERING FOR RE-ELECTION

APPENDIX I

A service agreement (the “Agreement”) dated 11 December 2015 was entered into between Mr. Lui and the Company regarding the appointment of an Executive Director for a term of three years commencing from 11 December 2015 to 10 December 2018 (subject to termination by three months’ notice in writing or payment in lieu of notice). Mr. Lui’s is 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.

Pursuant to the said service agreement, Mr. Lui, an Executive Director, is entitled to an annual director’s fee of HK$150,000 and an annual remuneration of HK$240,000. His remuneration is determined with reference to his respective duties and responsibilities in the Company, the respective remuneration policy of the Company and the prevailing market situation (subject to review by the Board from time to time).

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.

– 10 –

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 with the requisite information in connection with the Repurchase Mandate.

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 347,676,000 fully paid ordinary Shares and 80,000,000 convertible preference 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 34,767,600 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 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 2015 (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.

– 11 –

APPENDIX II EXPLANATORY STATEMENT ON REPURCHASE MANDATE

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.

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 Rule 32 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 Rule 26 of the Takeover Code.

As at the Latest Practicable Date, Summit View Holdings Limited (“Summit View”) and Smart Lane Holdings Limited (“Smart Lane”) were interested in 57,846,436 Shares and 169,116,777 Shares respectively, representing approximately 16.64% and 48.64% of the total Shares in issue 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 Summit View and Smart Lane would increase to approximately 18.49% and 54.05% respectively of the total Shares in issue. It is considered that such increase will not give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code. The Directors have no present intention to exercise the Repurchase Mandate to such an extent as would give rise to this obligation.

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.

– 12 –

EXPLANATORY STATEMENT ON REPURCHASE MANDATE

APPENDIX II

6. SHARE PRICES

The highest and lowest prices at which the Shares were traded on the Stock Exchange during each of the previous 12 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$
2015
April	2.58	1.24
May	3.38	2.15
June	3.85	2.60
July	3.01	0.90
August	1.85	1.19
September	2.30	1.36
October	2.00	1.65
November	1.74	1.30
December	1.46	1.21
2016
January	1.46	1.05
February	1.22	1.09
March	1.20	0.98
April (up to the Latest Practicable Date)	1.24	1.09

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

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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)

NOTICE IS HEREBY GIVE N 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 Friday, 20 May 2016 at 10:00 a.m. for the following purposes:

1. To receive and adopt the audited consolidated financial statements and the directors’ report and the independent auditor’s report of the Company for the financial year ended 31 December 2015.

2. To declare a final dividend for the financial year ended 31 December 2015.

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

4. (1) to re-elect Mr. Kan Fook Yee as an independent non-executive director;

5. (2) to re-elect Mr. Wong Tsan Kwong as an independent non-executive director;

6. (3) to re-elect Ir. Joseph Choi Kin Hung as an executive director;

7. (4) to re-elect Mr. Lui Chun Pong as an executive director; and

8. (5) to authorise the board of directors of the Company to fix the directors’ remuneration for the year ending 31 December 2016.

9. To re-appoint the auditor of the Company for the ensuing year and authorise the board of directors of the Company to fix its 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 purposes 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

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NOTICE OF ANNUAL GENERAL MEETING

“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).”

(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 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.”

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NOTICE OF ANNUAL 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.”

By order of the board of directors of Synergis Holdings Limited Wong Long Kee Company Secretary

Hong Kong, 18 April 2016

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 registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, 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 proxy form 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 Register of Members of the Company will be closed for the following periods:

• (a) from Tuesday, 17 May 2016 to Friday, 20 May 2016, both days inclusive (Hong Kong time), for the purpose of ascertaining shareholders’ entitlement to attend and vote at the AGM. In order to be eligible to attend and vote at the AGM, all share transfer documents accompanied by the relevant share certificates must be lodged for registration with the Company’s Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong not later than 4:30 p.m. on Monday, 16 May 2016 (Hong Kong time); and

• (b) from Thursday, 26 May 2016 to Monday, 30 May 2016, both days inclusive (Hong Kong time), for the purpose of ascertaining shareholders’ entitlement to the proposed final dividend. In order to qualify for the proposed final dividend (subject to members’ approval at the AGM), all share transfer documents accompanied by the relevant share certificates must be lodged for registration with the Company’s Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited, at the address as set out in sub-paragraph (a) not later than 4:30 p.m. on Wednesday, 25 May 2016 (Hong Kong time).

During the periods mentioned in sub-paragraphs (a) and (b) above, no transfers of shares will be registered.

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NOTICE OF ANNUAL GENERAL MEETING

• (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, Mr. Kan Fook Yee, Mr. Wong Tsan Kwong, Ir. Joseph Choi Kin Hung and Mr. Lui Chun Pong 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) Pursuant to Rule 13.39(4) of the Rules Governing the Listing of Securities on The Stock Exchanged of Hong Kong Limited, all resolutions to be proposed at the annual general meeting will be decided by way of a poll, subject to certain exceptions.

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