ISP Holdings Limited — Board/Management Information 2015

Oct 30, 2015

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

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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)

RE-DESIGNATION OF DIRECTOR

Reference is made to the joint announcement of Hsin Chong Construction Group Ltd. (“ Hsin Chong ”) and Synergis Holdings Limited (the “ Company ”) on 11 September 2015 in relation to, amongst others, the re-designation of Dr. Wilfred Wong Ying Wai (“ Dr. Wong ”) from an Executive Director and Chairman to a Non-executive Director and Chairman with effect from 1 November 2015 (the “ Re-designation ”).

The biographical details of Dr. Wong and further information regarding the Re-designation as required under the Rules Governing the Listing of Securities (the “ Listing Rules ”) on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) are as follows:

Dr. Wong was appointed as an Executive Director and the Executive Deputy Chairman of the board of directors of the Company (the “ Board ”) in September 2008 and re-designated to the Chairman of the Board with effect from 1 July 2012. After the Re-designation, Dr. Wong will become a Non-executive Director and Chairman of the Board with effect from 1 November 2015. He will remain as a member of the Remuneration Committee and the Nomination Committee, and will cease to be a member of each of the Executive Committee and the Executive Management Committee of the Company and its subsidiaries.

Dr. Wong is the executive chairman and chief executive officer of Hsin Chong, the substantial shareholder of the Company until 31 October 2015. He is deemed to be one of the substantial shareholders of Hsin Chong through Neo Summit Limited and Summit View Holdings Limited (“ Summit View ”) under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (the “ SFO ”).

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Dr. Wong joined the administrative officer grade of the Hong Kong Government in 1975 and served in a number of key positions including Deputy Secretary for the Civil Service and Deputy Director – General of Industry. Dr. Wong joined the private sector in 1992 and since then, he had held top management positions in a number of Hong Kong listed companies in property development and construction business sectors including K. Wah International Holdings Limited, Henderson China Holdings Limited and the Shui On Group.

Dr. Wong started his political career at the national level when he was appointed as a member of The Basic Law Consultative Committee (1985-1990) by the Central People’s Government. He was subsequently appointed by the National People’s Congress of the People’s Republic of China (the “ NPC ”) as a member of the Preliminary Working Committee for the Hong Kong Special Administrative Region (the “ HKSAR ”) Preparatory Committee in 1993 and a member of the HKSAR Preparatory Committee in 1995, both bodies were responsible for the transitional policies and arrangements relating to the establishment of the HKSAR Government in 1997. Dr. Wong was a Deputy to the NPC during the period from 1997 to 2013.

Dr. Wong’s public service continues through his participation in a number of councils and committees in Hong Kong. He is currently the chairman of Hong Kong Arts Development Council, the chairman of Standing Commission on Civil Service Salaries and Conditions of Service, the chairman of The Hong Kong International Film Festival Society Limited, the chairman of Hong Kong Baptist University Foundation, the chairman of the Pacific Basin Economic Council Limited and the chairman of Hong Kong Institute for Public Administration. He was appointed as the vice-chairman of Hong Kong Film Development Council in April 2013. He was the chairman of the Court and Council of the Hong Kong Baptist University during the period from 2007 to 2012.

For his long and distinguished public and community service, Dr. Wong was awarded the Silver Bauhinia Star and the Gold Bauhinia Star by the Government of the HKSAR in 2007 and 2015 respectively. Dr. Wong was conferred the degree of Doctor of Humanities honoris causa from Hong Kong Baptist University in November 2013, recognising his outstanding professional achievements as well as his remarkable contributions to society. He was educated at Harvard University (MPA), University of Oxford, The University of Hong Kong (BSocSc) and The Chinese University of Hong Kong.

Dr. Wong is currently an independent non-executive director of Xinyi Glass Holdings Limited, which is listed on the main board of the Stock Exchange. Dr. Wong has been appointed as the president and chief operating officer of Sands China Ltd., which is listed on the main board of the Stock Exchange, with effect from 1 November 2015.

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Save as disclosed above, as at the date of this announcement, (a) Dr. Wong does not hold any other major appointments and has not held any position or directorship in any other listed public companies in the last three years; (b) he does not have any relationship with any other Directors, senior management, or substantial or controlling shareholders of the Company; and (c) he does not hold any other position with the Company or its subsidiaries.

As at the date of this announcement, Dr. Wong (a) has personal interest of 10,152,000 ordinary shares of the Company; (b) has 57,846,436 ordinary shares of the Company through Summit View, his controlled corporation; and (c) holds 720,000 share options granted under the share option scheme of the Company. Save as disclosed, Dr. Wong does not have any other interest in the shares of the Company within the meaning of Part XV of the SFO.

Pursuant to the letter of appointment entered into between Dr. Wong and the Company, Dr. Wong is appointed for a term of three years commencing from 1 November 2015 up to and including 31 October 2018 (which is renewable upon expiry). He will be subject to retirement by rotation and re-election at least once every three years at annual general meetings pursuant to the bye-laws of the Company. Subsequent to the Re-designation, the annual director’s fee that Dr. Wong is entitled to is HK$240,000, which is (a) the same as the annual director’s fee of other Non-executive Directors; and (b) determined with reference to his duties and responsibilities in the Company, 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 other information to be disclosed pursuant to the requirements under 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 of the Company in respect of the Re-designation.

By order of the Board of Synergis Holdings Limited Wilfred Wong Ying Wai Chairman

Hong Kong, 30 October 2015

As at the date of this announcement, the Board comprises Dr. Wilfred Wong Ying Wai (Chairman), Ms. Yau Shuk Mee (Co-Managing Director) and Mr. Terence Leung Siu Cheong (Co-Managing Director) as Executive Directors; and Mr. Stephen Ip Shu Kwan, Mr. Kan Fook Yee, Mr. Wong Tsan Kwong and Mr. David Yu Hon To as Independent Non-executive Directors.

• for identification purpose only

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