ISP Holdings Limited — Board/Management Information 2015

Sep 1, 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)

(1) RESIGNATION OF EXECUTIVE DIRECTOR AND MANAGING DIRECTOR; (2) CHANGE OF AGENT FOR SERVICE OF PROCESS IN HONG KONG; AND (3) APPOINTMENTS OF CO-MANAGING DIRECTORS

RESIGNATION OF EXECUTIVE DIRECTOR AND MANAGING DIRECTOR

The board of directors (the “ Board ”) of Synergis Holdings Limited (the “ Company ”, together with its subsidiaries, the “ Group ”) announces that Dr. Fan Cheuk Hung (“ Dr. Fan ”) has tendered his resignation as an Executive Director (the “ Executive Director ”) and the Managing Director (the “ Managing Director ”) of the Company and will retire, so that he can spend more time pursuing his own interests. Dr Fan’s duties in the capacities as an Executive Director, the Managing Director, a member of the Executive Committee of the Company (the “ Executive Committee ”) and a member of the Executive Management Committee of the Group (the “ Group Executive Management Committee ”) will cease with effect from 1 September 2015 after which he will continue with his leave until 23 November 2015. His service agreement with the Company will terminate with effect from 24 November 2015.

Dr. Fan has confirmed that he has no disagreement with the Board and there is nothing relating to his resignation that needs to be brought to the attention of the shareholders of the Company or The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”).

The Board would like to take this opportunity to express its appreciation to Dr. Fan for his valuable contributions to the Company during his term of service.

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CHANGE OF AGENT FOR SERVICE OF PROCESS IN HONG KONG

The Board further announces that Dr. Fan ceased to act as the agent for service of process in Hong Kong on behalf of the Company (the “ Process Agent ”) and Ms. Brenda Yau Shuk Mee (“ Ms. Yau ”) has been appointed as the Process Agent with effect from 1 September 2015.

APPOINTMENTS OF CO-MANAGING DIRECTORS

The Board further announces that Ms. Yau and Mr. Terence Leung Siu Cheong (“ Mr. Leung ”) have been appointed as Co-managing Directors of the Company (the “ Co-Managing Directors ”) with effect from 1 September 2015.

Their biographical details are set out below.

Ms. Yau

Ms. Yau, aged 54, was appointed as an Executive Director and designated as the Acting Managing Director of the Company with effect from 10 April 2015. After Ms. Yau’s appointment as a Co-Managing Director, she ceased to act as the Acting Managing Director of the Company with effect from 1 September 2015. She is a member of the Executive Committee and the Group Executive Management Committee. She is also the Chief Operating Officer of Synergis Management Services Limited. She is also a director of each of the following subsidiaries of the Company: Focus Success Management Limited, Grand Ascend Limited, Laundrimate Service Limited, Master Clean Service Limited, Optimum Engineering Limited, S-Club Limited, SecurExpert Solutions Limited, Service Pro Limited, Smart Apex Limited, Synergis Facility Management Limited, Synergis Holdings (BVI) Limited, Synergis Holdings (Supporting Services) Limited, Synergis Management Services Limited, Synergis Property Management Limited, 新昌物業管理（深圳）有限公司 (Synergis Property Management (Shenzhen) Co., Ltd.) and 新昌物業服務（北京）有限公司 (Synergis Property Services (Beijing) Co., Ltd.). Ms. Yau is responsible for the strategic planning, business development and overall operations of the Group. She holds a Bachelor of Housing Management degree from The University of Hong Kong. She is a Registered Professional Housing Manager registered under the Housing Managers Registration Board, a member of The Chartered Institute of Housing (Asian Pacific Branch), and a member of The Hong Kong Institute of Housing. Ms. Yau joined the Group in 2000 and has over 31 years of experience in property management and functional administration.

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Mr. Leung

Mr. Leung, aged 50, was appointed as an Executive Director with effect from 10 April 2015. He is a member of the Executive Committee and the Group Executive Management Committee. He is the managing director of Hsin Chong Interiors (Hong Kong) Limited, Hsin Chong Construction (Engineering) Limited and Everich Construction (Macau) Limited, and a director of Driven Power Management Limited and 鐵嶺市星悅物業服務有限公司, all of which are subsidiaries of the Company. He is also a member of the supervisory board of certain joint ventures of the Group. 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 Construction Group Ltd. (“ Hsin Chong ”), a substantial shareholder of the Company, where he established and coordinated the interiors and special projects division. He is a director of certain subsidiaries of Hsin Chong. He has over 27 years of experience in project planning and monitoring, building construction and coordination, cost control, renovation and fitting-out works.

Save as disclosed above, Ms. Yau and Mr. Leung do not hold any other positions with the Company and other members of the Group, do not hold any other major appointment, and did not hold any directorship in any other public listed company in the last three years. Neither Ms. Yau nor Mr. Leung have any relationship with any directors, senior management or substantial or controlling shareholders of the Company.

As at the date of this announcement, Ms. Yau holds 540,000 share options granted under the share option scheme of the Company and Mr. Leung holds 900,000 share options granted under the share option scheme of the Company. Save as disclosed, Ms. Yau and Mr. Leung do not have any other interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong).

Under their respective service agreements with the Company:

• (a) both Ms. Yau and Mr. Leung are appointed as an Executive Director for a term of three years commencing from 10 April 2015. They were re-elected at the annual general meeting of the Company held on 22 May 2015. Thereafter, they 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; and

• (b) (i) Ms. Yau, as an Executive Director and a Co-Managing Director, is entitled to an annual Director’s fee of HK$150,000 and a monthly remuneration of HK$150,000 with effect from 1 September 2015, plus a management bonus commensurate with her performance and subject to the discretion of the Board; and

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• (ii) Mr. Leung, as an Executive Director and a Co-Managing Director, is entitled to an annual Director’s fee of HK$150,000 and a monthly remuneration of HK$183,000, plus a management bonus commensurate with his performance and subject to the discretion of the Board.

The above remunerations are determined with reference to their respective duties and responsibilities in the Company, the Company’s remuneration policy and the prevailing market situation (subject to review by the Remuneration Committee and Nomination Committee of the Company and 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 Rules Governing the Listing of Securities on the Stock Exchange nor are there any other matters that need to be brought to the attention of the shareholders of the Company in respect of the appointment of Ms. Yau and Mr. Leung as Executive Directors.

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

Hong Kong, 1 September 2015

As at the date of this announcement, the board of directors comprises Dr. Wilfred Wong Ying Wai (Chairman), Dr. Fan Cheuk Hung, Ms. Brenda 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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