ISP Holdings Limited — Board/Management Information 2017

Nov 30, 2017

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) 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 昇 捷控 股 有 限 公 司

(Incorporated in Bermuda with limited liability)

(Stock Code: 02340)

(1) RESIGNATIONS OF INDEPENDENT NON-EXECUTIVE DIRECTORS; (2) APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR; AND (3) CHANGE IN COMPOSITION OF BOARD COMMITTEES

RESIGNATIONS OF INDEPENDENT NON-EXECUTIVE DIRECTORS

The board (the ‘‘Board’’) of directors (the ‘‘Directors’’) of Synergis Holdings Limited (the ‘‘Company’’, together with its subsidiaries, collectively, the ‘‘Group’’) announces that:

• (a) Mr. Stephen Ip Shu Kwan (‘‘Mr. Ip’’) has tendered his resignation as an Independent Non-executive Director with effect from 1 December 2017 as he would like to devote more time for other personal pursuits; and

• (b) Mr. Wong Tsan Kwong (‘‘Mr. Wong’’) and Mr. David Yu Hon To (‘‘Mr. Yu’’) have tendered their resignations as Independent Non-executive Directors with effect from 1 January 2018 as they would like to devote more time for other personal pursuits.

Each of Mr. Ip, Mr. Wong and Mr. Yu 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 (the ‘‘Shareholders’’) or the Stock Exchange.

The Board would like to take this opportunity to express its appreciation to Mr. Ip, Mr. Wong and Mr. Yu for their valuable contributions to the Company during their terms of service.

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APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR

The Board also announces that Dr. Wong Yun Kuen (‘‘Dr. Wong’’) will be appointed as an Independent Non-executive Director with effect from 1 December 2017.

The biographical details of Dr. Wong are set out below:

Dr. Wong, aged 60, received a Ph.D. Degree from Harvard University, and was ‘‘Distinguished Visiting Scholar’’ at Wharton School of the University of Pennsylvania. He has worked in financial industries in the United States and Hong Kong for many years, and has considerable experience in corporate finance, investment and derivative products. He is a member of Hong Kong Securities and Investment Institute. He is also an Adjunct Professor of Syracuse University, USA. Dr. Wong is the chairman and an executive director of UBA Investments Limited and Far East Holdings International Limited, an executive director of Boill Healthcare Holdings Limited (formerly known as Ngai Shun Holdings Limited), a non-executive director of China Sandi Holdings Limited and an independent non-executive director of Kingston Financial Group Limited (‘‘Kingston Group’’), Sincere Watch (Hong Kong) Limited (‘‘Sincere Watch’’), DeTai New Energy Group Limited (formerly known as Guocang Group Limited), Kaisun Energy Group Limited, GT Group Holdings Limited (formerly known as China Yunnan Tin Minerals Group Company Limited) and Tech Pro Technology Development Limited. Dr. Wong was also an independent non-executive director of Bauhaus International (Holdings) Limited from October 2004 to December 2016, China Sandi Holdings Limited from September 2009 to September 2016, Far East Holdings International Limited from December 2014 to July 2017, Huge China Holdings Limited (formerly known as Harmony Asset Limited) from September 2004 to January 2015, Kong Sun Holdings Limited from April 2007 to November 2014, Huajun Holdings Limited (formerly known as New Island Development Holdings Limited) from October 2010 to September 2014 and KuangChi Science Limited (formerly known as Climax International Company Limited) from June 2007 to August 2014. All the companies mentioned above are listed on the Stock Exchange.

Dr. Wong is a common independent non-executive director of Kingston Group and Sincere Watch. Meanwhile, (a) Mrs. Chu Yuet Wah, being the controlling shareholder of the Company, also (i) holds board position and has controlling interests in Kingston Group; and (ii) has board position and is a substantial shareholder (defined in Securities and Futures Ordinance of Hong Kong (Chapter 571 of the Laws of Hong Kong (the ‘‘SFO’’)) in Sincere Watch; (b) Mr. Kingston Chu Chun Ho, being an Executive Director and the Chairman of the Company, also holds board position in both Kingston Group and Sincere Watch; and (c) Mr. Lau Man Tak (‘‘Mr. Lau’’), being an Independent Non-executive Director of the Company, also holds board position in Kingston Group. Furthermore, Kingston Securities Limited and Kingston Corporate Finance Limited, the indirect wholly-owned subsidiaries of Kingston Group, have acted as a placing agent and a documentation agent for the Company pursuant to the placing agreement dated 12 May 2017. Apart from the above, Dr. Wong does not have any relationship with any Directors, senior management, substantial shareholders or controlling shareholders of the Company.

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The Company confirmed that Dr. Wong has provided his confirmation of independence that he has complied with Rule 3.13 of the Rules Governing the Listing of Securities on the Stock Exchange (the ‘‘Listing Rules’’).

Save as disclosed above, as at the date of this announcement, Dr. Wong (a) does not hold any position with the Group; (b) has not held any directorship in any other public companies the shares of which are listed on any securities market in Hong Kong or overseas in the last three years; and (c) does not have any interest in shares of the Company within the meaning of Part XV of the SFO.

Pursuant to his letter of appointment with the Company:

• (a) Dr. Wong will be appointed as an Independent Non-executive Director for a term of three years commencing from 1 December 2017. He will hold office until the next following general meeting of the Company after his appointment at which he will be eligible for re-election. Thereafter, he will be subject to retirement by rotation and reelection at least once every three years at annual general meetings pursuant to the Byelaws of the Company; and

• (b) Dr. Wong is entitled to receive an annual Director’s fee of HK$240,000 to act as an Independent Non-executive Director which is determined with reference to his duties and responsibilities in the Company, the Company’s remuneration policy and the prevailing market conditions (subject to review by the Board from time to time).

Save as disclosed above, there is no other information that needs to be disclosed pursuant to Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there is no other matters that need to be brought to the attention of the Shareholders in respect of the appointment of Dr. Wong.

The Board would like to express its warmest welcome to Dr. Wong on his appointment.

CHANGE IN COMPOSITION OF BOARD COMMITTEES

The Board further announces the change in composition of the Board Committees as follows:

• (a) following the resignation of Mr. Ip with effect from 1 December 2017, he will cease to be the chairman of the Remuneration Committee and a member of the Nomination Committee with effect from that date;

• (b) following the resignation of Mr. Yu with effect from 1 January 2018, he will cease to be the chairman of the Audit Committee with effect from that date;

• (c) following the resignation of Mr. Wong with effect from 1 January 2018, he will cease to be a member of the Audit Committee with effect from that date;

• (d) Dr. Wong will be appointed as the chairman of the Remuneration Committee and a member of each of the Audit Committee and the Nomination Committee with effect from 1 December 2017;

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• (e) Mr. Lau will be appointed as (i) a member of each of the Remuneration Committee and the Nomination Committee with effect from 1 December 2017; and (ii) the chairman of the Audit Committee with effect from 1 January 2018; and

• (f) Mr. Eric Lee Hon Man, an Independent Non-executive Director, will be appointed as a member of each of the Audit Committee, the Remuneration Committee and the Nomination Committee with effect from 1 December 2017.

By order of the Board Synergis Holdings Limited Kingtson Chu Chun Ho Executive Director and Chairman

Hong Kong, 30 November 2017

As at the date of this announcement, the Board comprises Mr. Kingston Chu Chun Ho (Chairman) and Mr. Terence Leung Siu Cheong (Deputy Chairman and Managing Director) as Executive Directors; and Mr. Stephen Ip Shu Kwan, Mr. Kan Fook Yee, Mr. Wong Tsan Kwong, Mr. David Yu Hon To, Mr. Lau Man Tak and Mr. Eric Lee Hon Man as Independent Non-executive Directors.

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