ISP Holdings Limited — AGM Information 2017

Apr 13, 2017

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)

PROPOSALS IN RELATION TO

(1) RE-ELECTION OF DIRECTORS;

(2) GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES; AND

(3) CHANGE OF COMPANY NAME; AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of the Company to be held at 28th Floor, One International Finance Centre, 1 Harbour View Street, Central, Hong Kong on Friday, 19 May 2017 at 3:00 p.m. is set out on pages 15 to 19 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.

• For identification purposes only

18 April 2017

CONTENTS

		Page
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from	the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Appendix I	— Biographical Details of Directors Offering for Re-election . . . . . . . .	8
Appendix II	— Explanatory Statement on Repurchase Mandate . . . . . . . . . . . . . . . . . .	12
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		15

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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 28th Floor, One International Finance Centre, 1 Harbour View Street, Central, Hong Kong on Friday, 19 May 2017 at 3:00 p.m. or any adjournment thereof;

• ‘‘AGM Notice’’ the notice convening the AGM as set out on pages 15 to 19 of this circular;

• ‘‘associates’’ has the same meaning ascribed to it under the Listing Rules;

• ‘‘Board’’ the board of Directors;

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

• ‘‘Change of Company Name’’ the proposal for the Company to adopt and register a new Chinese name ‘‘昇捷控股有限公司’’ as the secondary name of the Company;

• ‘‘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;

• ‘‘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’’ 11 April 2017, 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, as amended from time to time;

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DEFINITIONS

‘‘SFO’’

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

• ‘‘Share(s)’’ ordinary share(s) of HK$0.10 each in the share capital of the Company;

• ‘‘Shareholder(s)’’ or holder(s) of the Share(s); ‘‘member(s)’’

• ‘‘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 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;

• ‘‘substantial shareholder’’ has the same meaning ascribed to it under the Listing Rules;

• ‘‘Takeovers Code’’

• The Codes on Takeovers and Mergers and Share Buy-backs published by Securities and Futures Commission in Hong Kong, 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)

Executive Directors:

Mr. Kingston Chu Chun Ho (Chairman) Mr. Terence Leung Siu Cheong (Deputy Chairman and Managing Director)

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: 7th Floor, Linkchart Centre 2 Tai Yip Street Kwun Tong, Kowloon Hong Kong

18 April 2017

To the Shareholders,

Dear Sir or Madam

PROPOSALS IN RELATION TO

(1) RE-ELECTION OF DIRECTORS;

(2) GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES; AND

(3) CHANGE OF COMPANY NAME; AND

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; (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

• For identification purposes only

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LETTER FROM THE BOARD

Shares repurchased under the Repurchase Mandate (as defined below), if any; and (iii) the adoption of a new Chinese name as the secondary name of the Company to replace the existing Chinese name which is currently used for identification purposes only.

(B) RE-ELECTION OF DIRECTORS

Mr. Kingston Chu Chun Ho was appointed by the Board as an Executive Director of the Company with effect from 9 March 2017. In accordance with Bye-law 86(2), he shall retire from office, and being eligible, has offered himself for re-election at the AGM.

In accordance with Bye-laws 87(1) and 87(2), Mr. Terence Leung Siu Cheong and Mr. David Yu Hon To 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 7th Floor, Linkchart Centre, 2 Tai 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, 11 May 2017. 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, 20 May 2016, 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 total number of Shares in issue as at the date of the passing of the relevant ordinary resolution (i.e. not exceeding 71,066,000 Shares based on the total number of Shares in issue of 355,330,000 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’’);

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LETTER FROM THE BOARD

• (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 total number of Shares 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.

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. 4(1), 4(2) and 4(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) PROPOSED CHANGE OF COMPANY NAME

The Board also proposes to adopt and register the new Chinese name ‘‘昇捷控股有限公 司’’ as the secondary name of the Company to replace the existing Chinese name ‘‘新昌管 理有限公司’’ which is currently used for identification purposes only.

Conditions for the Change of Company Name

The proposed Change of Company Name is conditional upon the following conditions having been satisfied:

• (1) the passing of a special resolution by the Shareholders at the AGM approving the Change of Company Name, in accordance with Bye-law 169; and

• (2) the Registrar of Companies in Bermuda granting approval for the Change of Company Name.

Subject to the satisfaction of the above conditions, the proposed Change of Company Name will take effect from the date of registration as set out in the certificate of secondary name issued by the Registrar of Companies in Bermuda. The Company will then carry out all necessary filing procedures with the Companies Registry in Hong Kong.

Reasons for the Change of Company Name

The proposed Change of Company Name is part of the re-branding exercise in light of the change of controlling shareholder of the Company from Hsin Chong Group Holdings Limited to Mrs. Chu Yuet Wah. The Board considers that the new Chinese name of the

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LETTER FROM THE BOARD

Company better aligns with the existing English name of the Company. The Change of Company Name is therefore in the interests of the Company and the Shareholders as a whole.

Effects of the Proposed Change of Company Name

The proposed Change of Company Name will not affect any rights of the Shareholders or the Company’s daily business operation. All existing share certificates of the Company in issue bearing the current name of the Company will continue to be good evidence of legal title to such shares of the Company and will remain valid for trading, settlement, registration and delivery purposes. There will not be any arrangement for the exchange of the existing share certificates for new share certificates bearing the new name of the Company. Upon the Change of Company Name becoming effective, all new share certificates will be issued only in the new name of the Company.

In addition, subject to confirmation by the Stock Exchange, the Chinese stock short names of the Company for trading in the securities on the Stock Exchange will also be changed after the Change of Company Name becoming effective. Subject to the Change of Company Name becoming effective, the Company will also adopt a new logo.

Further announcement(s) will be made by the Company in relation to the effective date of the Change of Company Name and details of the change of the Chinese stock short names and the new logo of the Company.

(E) AGM

The AGM Notice convening the AGM to be held at 28th Floor, One International Finance Centre, 1 Harbour View Street, Central, Hong Kong on Friday, 19 May 2017 at 3:00 p.m. is set out on pages 15 to 19 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.

(F) 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

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LETTER FROM THE BOARD

Mandate; (iii) the extension of the Issue Mandate; and (iv) the proposed Change of Company name, 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.

(G) 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 Kingston Chu Chun Ho Executive Director and Chairman

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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. Kingston Chu Chun Ho (aged 31)

Mr. Kingston Chu Chun Ho (‘‘Mr. Chu’’) was appointed as an Executive Director and the Chairman of the Company with effect from 9 March 2017. He is also a member of each of the Executive Committee, the Nomination Committee and the Remuneration Committee.

Mr. Chu is a licensed person under SFO for Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities for Kingston Securities Limited and Kingston Corporate Finance Limited, respectively. Mr. Chu is a member of Guangxi Committee of The Chinese People’s Political Consultative Conference, a member of General Committee of The Chamber of Hong Kong Listed Companies, vice president of Hong Kong CPPCC Youth Association, Youth Committee vice director of HKCPPCC (Provincial) Members Association, vice president of Federation of Hong Kong Guangxi Community Organisations, vice chairman of Hong Kong Guangdong Youth Association, honorary chairman of Hong Kong Guangxi Youth Organisations, Youth Committee chairman of Hong Kong Federation of Dongguan Associations and a director of Hong Kong Securities Association. Mr. Chu holds a Bachelor Degree of Business from the University of Southern California in the U.S.A.

Mr. Chu has been an executive director of Sincere Watch (Hong Kong) Limited (stock code: 444) (‘‘Sincere HK’’), a company listed on the main board of the Stock Exchange (the ‘‘Main Board’’), since 29 May 2012. Mr. Chu has also been a director of Sincere Watch Limited, the immediate holding company of Sincere HK since 21 May 2012. In addition, he has been an executive director of Kingston Financial Group Limited (stock code: 1031), a company listed on the Main Board, since 21 August 2015 and a nonexecutive director of New Concepts Holdings Limited (stock code: 2221), a company listed on the Main Board, since 8 September 2016.

Mr. Chu is the son of Mrs. Chu Yuet Wah, the ultimate beneficial owner of Champ Key Holdings Limited, which is the controlling shareholder of the Company.

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

As at the Latest Practicable Date, Mr. Chu did not have any interest in shares of the Company within the meaning of Part XV of the SFO.

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BIOGRAPHICAL DETAILS OF DIRECTORS OFFERING FOR RE-ELECTION

APPENDIX I

A service agreement dated 9 March 2017 was entered into between Mr. Chu and the Company regarding the appointment of an Executive Director and the Chairman for a term of three years commencing from 9 March 2017 up to and including 8 March 2020 (subject to termination by three months’ notice in writing or payment in lien of notice). Mr. Chu is subject to retirement by rotation and re-election at annual general meeting of the Company at least once every three years pursuant to the Bye-laws.

Pursuant to the said service agreement, Mr. Chu, an Executive Director and the Chairman is entitled to receive an annual Director’s fee of HK$150,000, an annual remuneration of HK$1,200,000 and a management bonus commensurate with his performance and subject to the discretion of the Board. His remuneration package 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).

1. Mr. Terence Leung Siu Cheong, BSc, MHKIE, MCIOB, MHKICM, ACIArb, R.P.E. (aged 51)

Mr. Terence Leung Siu Cheong (‘‘Mr. Leung’’) was appointed as an Executive Director with effect from 10 April 2015. He subsequently was (i) appointed as the Co-Managing Director with effect from 1 September 2015 and re-designated to Managing Director with effect from 5 April 2016; and (ii) appointed as the Deputy Chairman with effect from 9 March 2017. He is also a member of the Executive Committee.

Mr. Leung is the managing director of certain subsidiaries of the Company. He is also a member of the supervisory board of certain joint ventures of the Company.

Mr. Leung is responsible for the business development and project monitoring of all addition and alteration works, renovation works, fitting-out works, conservation and revitalisation works, and special projects. He is a member of the Hong Kong Institution of Engineers and a registered professional engineer. Before joining the Group, Mr. Leung was a senior management of Hsin Chong Group Holdings Limited, the former holding company of the Group, where he established and coordinated the interiors and special projects division. He has over 29 years of experience in project planning and monitoring, building construction and coordination, cost control, renovation and fitting-out works.

Save as disclosed above, as at the Latest Practicable Date, Mr. Leung (i) 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) did not have any relationship with any Directors, senior management, or substantial or controlling shareholders of the Company; and (iii) did not hold any other position with the Company and its subsidiaries.

As at the Latest Practicable Date, Mr. Leung did not have any interest in the shares of the Company within the meaning of Part XV of the SFO.

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BIOGRAPHICAL DETAILS OF DIRECTORS OFFERING FOR RE-ELECTION

APPENDIX I

A service agreement dated 10 April 2015 was entered into between Mr. Leung and the Company regarding the appointment of an Executive Director of the Company for a term of three years commencing from 10 April 2015 up to and including 9 April 2018 (subject to termination by three months’ notice in writing or payment in lieu of notice) (the ‘‘Original Agreement’’). On 1 September 2015, the Company entered into an amended service agreement with Mr. Leung in respect of his redesignation as an Executive Director and one of the Co-Managing Directors. The term of appointment is same as the Original Agreement. Mr. Leung is subject to retirement by rotation and re-election at annual general meeting of the Company at least once every three years in accordance with the Bye-laws.

For the financial year ended 31 December 2016, Mr. Leung received (i) an annual director’s fee of HK$150,000 for acting as an Executive Director; and (ii) an annual remuneration of HK$2,305,800. His remuneration package 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).

3. Mr. David Yu Hon To (aged 69)

Mr. David Yu Hon To (‘‘Mr. Yu’’) has been appointed as an Independent Non-executive Director since 27 September 2008. He is also the chairman of the Audit Committee and a member of the Special Committee.

Mr. Yu is a fellow of the Institute of Chartered Accountants in England and Wales and an associate of the Hong Kong Institute of Certified Public Accountants. He has extensive experience in the fields of auditing, corporate finance, financial investigation and corporate management. He was formerly a partner of an international accounting firm.

He is currently an independent non-executive director of several other companies listed on the Stock Exchange, namely China Renewable Energy Investment Limited, China Resources Gas Group Limited, Haier Electronics Group Co., Ltd., Keck Seng Investments (Hong Kong) Limited, Media Chinese International Limited, One Media Group Limited and Playmates Holdings Limited. Mr. Yu is also an independent non-executive director of New Century Asset Management Limited (the manager of New Century Real Estate Investment Trust).

Mr. Yu was an independent non-executive director of Bracell Limited (formerly known as Sateri Holdings Limited), Crown International Corporation Limited (formerly known as VXL Capital Limited) and Great China Holdings Limited.

Save as disclosed above, as at the Latest Practicable Date, Mr. Yu (i) 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) did not have any relationship with any Directors, senior management, or substantial or controlling shareholders of the Company; and (iii) did not hold any other position with the Company and its subsidiaries.

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BIOGRAPHICAL DETAILS OF DIRECTORS OFFERING FOR RE-ELECTION

APPENDIX I

As at the Latest Practicable Date, Mr. Yu did not have any interest in the shares of the Company within the meaning of Part XV of the SFO.

The term of the appointment of Mr. Yu 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 meeting of the Company at least once every three years in accordance with the Bye-laws.

For the financial year ended 31 December 2016, Mr. Yu received (i) an annual director’s fee of HK$240,000 for acting as an Independent Non-executive Director; and (ii) an annual fee of HK$60,000 for acting as Chairman of the Audit Committee, which are 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.

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EXPLANATORY STATEMENT ON REPURCHASE MANDATE

APPENDIX II

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 355,330,000 fully paid Shares and 80,000,000 convertible preference shares.

Subject to the passing of the ordinary resolution no. 4(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 35,533,000 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 Bye-laws 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 2016 (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.

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EXPLANATORY STATEMENT ON REPURCHASE MANDATE

APPENDIX II

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 close associates have any present intention to sell Shares to the Company in the event that the Repurchase Mandate is approved by the Shareholders.

No core 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 Takeovers Code.

As at the Latest Practicable Date, Champ Key Holdings Limited (‘‘Champ Key’’) was interested in 224,116,777 Shares, representing approximately 63.07% of the total number of Shares in issue.

In the event that the Repurchase Mandate was to be exercised in full, then (if the present shareholdings otherwise remained the same) the shareholding in the Company of Champ Key would increase to approximately 70.08% of the total number of 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.

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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$
2016
April	1.64	1.09
May	1.48	1.15
June	1.21	1.11
July	1.22	1.06
August	1.13	1.06
September	1.30	1.00
October	1.29	1.12
November (Note)	1.80	1.24
December	2.13	1.47
2017
January	1.76	1.44
February	1.68	1.37
March	1.96	1.43
April (up to the Latest Practicable Date)	1.49	1.36

Note: Trading in Shares was suspended with effect from 9:00 a.m. on 21 November 2016 and resumed with effect from 9:00 a.m. on 1 December 2016.

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 GIVEN that the annual general meeting of Synergis Holdings Limited (the ‘‘Company’’) will be held at 28th Floor, One International Finance Centre, 1 Harbour View Street, Central, Hong Kong on Friday, 19 May 2017 at 3:00 p.m. for the purpose of considering and, if thought fit, the following resolutions which will be proposed as ordinary or special resolutions, as the case may be:

ORDINARY RESOLUTIONS

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 2016.

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

3. (1) to re-elect Mr. Kingston Chu Chun Ho as an executive director;

4. (2) to re-elect Mr. Terence Leung Siu Cheong as an executive director;

5. (3) to re-elect Mr. David Yu Hon To as an independent non-executive director; and

6. (4) to authorise the board of directors of the Company to fix the directors’ remuneration for the year ending 31 December 2017.

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

8. For identification purposes only

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

2. (1) ‘‘THAT:

   • (a) subject to paragraph (b) of this resolution no. 4(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;

   • (b) the aggregate number of shares 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. 4(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,

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shall not exceed twenty per cent (20%) of the total number of shares in issue of the Company in issue at the date of the passing of this resolution no. 4(1), and the said approval shall be limited accordingly; and

• (c) for the purposes of this resolution no. 4(1), ‘‘Relevant Period’’ means the period from (and including) the date of the passing of this resolution no. 4(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. 4(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).’’

(2) ‘‘THAT:

• (a) subject to paragraph (b) of this resolution no. 4(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 or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

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• (b) the total number of shares in issue of the Company in issue which may be purchased or repurchased by the Company pursuant to the approval in paragraph (a) of this resolution no. 4(2) shall not exceed ten per cent (10%) of the total number of shares in issue of the Company at the date of the passing of this resolution no. 4(2), and the said approval shall be limited accordingly; and

• (c) for the purposes of this resolution no. 4(2), ‘‘Relevant Period’’ means the period from (and including) the date of the passing of this resolution no. 4(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. 4(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. 4(1) and 4(2) set out in the notice of this meeting, the general mandate granted to the directors of the Company pursuant to resolution no. 4(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 number of shares of the Company purchased or repurchased by the Company under the authority granted pursuant to resolution no. 4(2) set out in the notice of this meeting, provided that such extended amount shall not exceed ten per cent (10%) of the total number of shares in issue of the Company in issue at the date of the passing of this resolution.’’

SPECIAL RESOLUTION

1. As special business, to consider and, if thought fit, pass the following resolution as a special resolution:

‘‘THAT subject to and conditional upon the approval of the Registrar of Companies in Bermuda, the Chinese name ‘‘昇捷控股有限公司’’ be adopted and registered as the secondary name of the Company (the ‘‘Change of Company Name’’) with effect from the date of registration as set out in the certificate of incorporation on change of name issued by the Registrar of Companies in Bermuda, and that any one or more of the Directors or the secretary of the Company be and is/are hereby authorised to do all such acts and things and execute all such documents as he/she/they may consider necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving

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effect to the Change of Company Name and the related change of the Chinese stock short name of the Company for trading in the securities on the Stock Exchange, and to attend to any necessary registration and/or filing for and on behalf of the Company.’’

By order of the board of directors of Synergis Holdings Limited Eric Chan Kwong Leung Company Secretary

Hong Kong, 18 April 2017

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 from Monday, 15 May 2017 to Friday, 19 May 2017, 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 Friday, 12 May 2017 (Hong Kong time).

During the periods mentioned above, no transfers of shares will be registered.

• (v) With regard to the proposed resolutions under agenda item 2 of this notice of annual general meeting, the board of directors of the Company recommends that the retiring directors, namely, Mr. Kingston Chu Chun Ho, Mr. Terence Leung Siu Cheong and Mr. David Yu Hon To be re-elected as directors of the Company.

• (vi) With regard to the proposed resolutions under agenda item 4 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 Exchange, 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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