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ISP Holdings Limited AGM Information 2026

Apr 17, 2026

50536_rns_2026-04-17_d4d87d60-8c9a-4f2d-bdf3-76a7cc07738d.pdf

AGM Information

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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

ISP

ISP HOLDINGS LIMITED

昇柏控股有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 02340)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the special general meeting (the "SGM") of ISP Holdings Limited (the "Company") will be held at 3/F, Hay Nien Building, No. 1 Tai Yip Street, Kwun Tong, Kowloon, Hong Kong on Friday, 15 May 2026 at 10:30 a.m. for the purpose of considering and, if thought fit, passing the following resolutions:

ORDINARY RESOLUTIONS

1. FOR INDEPENDENT SHAREHOLDERS:

"That the continuing connected transactions contemplated under the 2026 ISP Works Master Agreement dated 13 January 2026 entered into between the Company and Mrs. Chu Yuet Wah, and the proposed annual caps in relation thereto be and are hereby generally and unconditionally approved, confirmed and ratified and the directors of the Company acting together or by committee, or any director of the Company acting individually, be and is hereby authorized to do all such further acts and things and execute such further documents and take all such steps which in his/her opinion may be necessary, desirable or expedient to implement and/or give effect to the terms of such continuing connected transactions."

2. FOR SHAREHOLDERS:

"THAT:

(i) the adoption of the share option scheme (the "New Share Option Scheme") (a copy of which is tabled at the meeting and marked "A" and initialled by the chairman of the meeting for identification purpose) and the terms and conditions therein (including the allotment and issuance of the Shares representing up to 10% of the total number of Shares in issue as of the date hereof upon the exercise of options to be granted under the New Share Option Scheme and any options and awards to be granted under any other share schemes of the Company) be and each is hereby approved subject to and conditional upon the Listing Committee granting


the approval for the listing of, and the permission to deal in, the Shares to be issued pursuant to the exercise of the options which may be granted under the New Share Option Scheme ("Options"); and

(ii) the Directors be and are hereby authorised to grant Options pursuant to the New Share Option Scheme subject to such conditions as the Directors may impose, allot and issue Shares which may fall to be issued pursuant to the exercise of Options granted, and administer the New Share Option Scheme and any one director of the Company or any authorised person of such director is authorised to do all such acts and execute all such documents as he/she may deem necessary or expedient to implement the New Share Option Scheme."

SPECIAL RESOLUTION

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

3. "THAT:

(i) the proposed amendments to the existing bye-laws of the Company (the “Proposed Amendments”) as set out in Appendix III to the circular of the Company dated 20 April 2026 (the “Circular”) be and are hereby approved;

(ii) the amended and restated bye-laws of the Company (the “New Bye-laws”), which incorporates all of the Proposed Amendments, a copy of which has been produced to this meeting and marked “A”, and initialled by the chairman of the meeting for identification purpose, be and is hereby approved and adopted as the bye-laws of the Company in substitution for, and to the exclusion of, the existing bye-laws of the Company with immediate effect; and

(iii) any one of the directors, the company secretary, the assistant secretary or the registered office provider of the Company be and is hereby authorised and instructed to do all such acts and things as may be necessary or expedient in order to effect and implement the Proposed Amendments and the adoption of the New Bye-laws and to make necessary filings in Hong Kong and Bermuda in connection with the foregoing."

Yours faithfully,

On behalf of the Board

ISP Holdings Limited

Kingston Chu Chun Ho

Chairman

Hong Kong, 20 April 2026


  • 3 -

Notes:

  1. All resolutions at the meeting will be taken by poll (except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands) pursuant to the Listing Rules. The results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.isp-hk.com.hk) in accordance with the Listing Rules.

  2. Any shareholder of the Company entitled to attend and vote at the above meeting is entitled to appoint a proxy to attend and vote instead of him or her. A proxy need not be a shareholder of the Company. If more than one proxy is appointed, the number of Shares in respect of which each such proxy so appointed must be specified on the relevant form of proxy.

  3. 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 Special General Meeting as if he/she 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 Special General Meeting, then the person whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.

  4. A form of proxy for use in connection with the Special General Meeting is enclosed and such form is also published on the website of the Stock Exchange (www.hkexnews.hk).

  5. In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power of attorney or authority, must be deposited at the Company's share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof. Accordingly, the form of proxy must be delivered not later than 10:30 a.m. on Wednesday, 13 May 2026. Delivery of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

  6. For determining the entitlement to attend and vote at the above meeting, the register of members of the Company will be closed from Tuesday, 12 May 2026 to Friday, 15 May 2026 (both dates inclusive), during which period no transfer of Shares will be registered. Members whose names appear on the register of members of the Company on Friday, 15 May 2026 shall be entitled to attend and vote at the Special General Meeting. In order to be eligible to attend and vote at the Special General Meeting, unregistered holders of Shares of the Company shall ensure that all transfer documents accompanied by the relevant Share certificates must be lodged with the Company's share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on Monday, 11 May 2026.

  7. If a Typhoon Signal No. 8 or above is hoisted or a Black Rainstorm Warning Signal is in force at or at any time after 8:00 a.m. on the date of the Special General Meeting, the Special General Meeting will be postponed or adjourned. The Company will post an announcement on the Company's website (www.isp-hk.com.hk) and the website of Hong Kong Exchange and Clearing Limited (www.hkexnews.hk) to notify shareholders of the date, time and place of the rescheduled meeting. The Special General Meeting will be held as scheduled when an Amber or a Red Rainstorm Warning Signal is in force. Shareholders should decide on their own whether they would attend the Special General Meeting under adverse weather conditions bearing in mind their own situations.

  8. Shareholders are advised to read the circular of the Company dated 20 April 2026 which contains further details concerning the proposed resolutions in this notice.

As at the date of this notice, the Board comprises Mr. Kingston Chu Chun Ho (Chairman) and Leung Yuet Ngor as Executive Directors; Mr. Lam Chun Kit as Non-executive Director; and Mr. Lau Man Tak, Mr. Eric Lee Hon Man and Mr. To Chun Wai as Independent Non-executive Directors.