ISP Holdings Limited — Board/Management Information 2017

Sep 28, 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)

APPOINTMENTS OF INDEPENDENT NON-EXECUTIVE DIRECTORS AND CESSATION OF SPECIAL COMMITTEE

The board of directors (the “ Board ”) of Synergis Holdings Limited (the “ Company ”, together with its subsidiaries, collectively, the “ Group ”) announces that, with effect from 28 September 2017:

• (a) Mr. Lau Man Tak (“ Mr. Lau ”) has been appointed as an Independent Non-executive Director;

• (b) Mr. Eric Lee Hon Man (“ Mr. Lee ”) has been appointed as an Independent Non-executive Director; and

• (c) to streamline the structure of the Board Committees, the Company shall cease to have the Special Committee.

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The biographical details of Mr. Lau and Mr. Lee are set out below respectively:

(a) Mr. Lau Man Tak

Mr. Lau, aged 48, graduated from the Hong Kong Polytechnic University with a bachelor’s degree of arts in accountancy in November 1991. Mr. Lau has more than 15 years of experience in finance and accounting. He has been an associate member of the Hong Kong Institute of Certified Public Accountants since September 1997, a fellow member of the Association of Chartered Certified Accountants since July 2002, a fellow member of the Hong Kong Institute of Directors since August 2012 and a member and a fellow member of the Hong Kong Securities and Investment Institute since April 2000 and December 2015, respectively.

Mr. Lau is currently the chairman and an executive director of TEM Holdings Limited (stock code: 8346), a company listed on the Growth Enterprise Market (the “ GEM ”) of the Stock Exchange, and an independent non-executive director of Kingston Financial Group Limited (“ Kingston Group ”) (stock code: 1031), a company listed on the Main Board of the Stock Exchange. He is also a non-executive director and chairman of REF Holdings Limited (“ REF ”) (stock code: 1631), a company listed on the Main Board of the Stock Exchange. Mr. Lau was an executive director, the chairman, authorised representative and compliance officer of Aurum Pacific (China) Group Limited (stock code: 8148) from June 2012 to September 2014, which is a company listed on the GEM of the Stock Exchange. He was also an independent non-executive director of each of Sincere Watch (Hong Kong) Limited (stock code: 444) from June 2012 to December 2016, Kong Sun Holdings Limited (stock code: 295) from September 2008 to April 2014, AMCO United Holding Limited (stock code: 630) from October 2010 to June 2015 and KuangChi Science Limited (stock code: 439) from March 2008 to September 2015, which are companies listed on the Main Board of the Stock Exchange.

Mr. Lau was a director of the following companies, which were all incorporated in Hong Kong prior to their respective dissolution:

		Date of
	Principal business	commencement of
	activity prior to	winding up procedure/
Name of companies	dissolution	Date of dissolution	Means of dissolution	Reasons for dissolution
Billion Gateways Limited	Investment	Not applicable/	Deregistration	Cessation of business
		1 September 2006
Blandor International Limited	Investment	31 August 1998/	Creditors’ voluntary	Cessation of business
		15 February 2006	winding up	(Note 1)

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		Date of
	Principal business	commencement of
	activity prior to	winding up procedure/
Name of companies	dissolution	Date of dissolution	Means of dissolution	Reasons for dissolution
Champion Era Limited	Investment	Not applicable/	Striking Off	Cessation of business
		21 March 2003
Duke Metal Limited	Commodities trading	Not applicable/	Deregistration	Cessation of business
		2 December 2005
Glad Bright Limited	Investment	Not applicable/	Striking Off	Cessation of business
		6 December 2002
Grandyet Limited	Investment	Not applicable/	Striking Off	Cessation of business
		9 August 2002
Huey Tai Management	Investment	Not applicable/	Striking Off	Cessation of business
Services Limited		12 July 2002
Huey Tai Properties	Investment	Not applicable/	Striking Off	Cessation of business
Management Limited		12 July 2002
Huey Tai Property	Investment	Not applicable/	Striking Off	Cessation of business
Development Limited		12 July 2002
Kingford Investment	Investment	17 July 2002/	Compulsory	Cessation of business
Company, Limited		30 August 2007	winding up	(Note 2)
M. Paris Hong Kong Limited	Fashion retail	11 June 1998/	Creditors’ voluntary	Cessation of business
		10 January 2006	winding up	(Note 1)
New Delicate Printing Limited	Investment	Not applicable/	Striking Off	Cessation of business
		23 March 2007
Nice & Bright Limited	Property investment	Not applicable/	Deregistration	Cessation of business
		8 August 2014
On Line Education Limited	Investment	29 May 2002/	Compulsory	Cessation of business
		29 November 2006	winding up	(Note 3)
Renouveau (H.K.) Limited	Fashion retail	19 February 1998/	Creditors’ voluntary	Cessation of business
		10 January 2006	winding up	(Note 1)
Richmen Investment Limited	Investment	Not applicable/	Deregistration	Cessation of business
		10 January 2014

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		Date of
	Principal business	commencement of
	activity prior to	winding up procedure/
Name of companies	dissolution	Date of dissolution	Means of dissolution	Reasons for dissolution
Sinoboon Limited	Investment	Not applicable/	Striking Off	Cessation of business
		11 October 2002
Talow Investment Limited	Investment	Not applicable/	Striking Off	Cessation of business
		22 November 2002
Topwayson Company Limited	Investment	Not applicable/	Striking Off	Cessation of business
		10 January 2003
Tradekey Investments Limited	Investment	Not applicable/	Striking Off	Cessation of business
		21 March 2003
Uniwin Company Limited	Investment	Not applicable/	Striking Off	Cessation of business
		11 October 2002

Notes:

• (1) Keng Fong Sin Kee Construction and Investment Company Limited (“ Keng Fong ”) (presently known as ZH International Holdings Limited) (stock code: 185) was the ultimate holding company of the subject companies and Mr. Lau was the financial controller of Keng Fong and its group companies (“ Keng Fong Group ”). Because of the Asia financial crisis in around 1998, the business of Keng Fong Group was heavily affected and Keng Fong Group did not repay its loans. Therefore, the board of directors of Keng Fong decided to wind up the subject companies by means of creditors’ voluntary winding up.

• (2) Mr. Lau was the financial controller of Keng Fong Group, the holding company of Kingford Investment Company, Limited (“ Kingford ”). Because of the Asia financial crisis in around 1998, the business of Keng Fong Group was heavily affected and Kingford did not pay its rent. Therefore, Kingford’s then landlord sued against Kingford for the recovery of the sum of approximately HK$0.4 million, being arrears of rent for the period from 1 November 2000 to 30 April 2001.

• (3) Mr. Lau was the financial controller of Keng Fong Group. Keng Fong invested in On Line Education Limited (“ On Line Education ”) and nominated Mr. Lau as a director of On Line Education. However, Mr. Lau had never been involved in the management of the company. Later, On Line Education’s business declined and On Line Education did not pay its employees their wages. Therefore, the employees brought an action against On Line Education in the Labour Tribunal for outstanding wages in arrears in the aggregate sum of approximately HK$1.3 million.

Mr. Lau confirmed that there is no wrongful act on his part leading to the above dissolutions and is not aware of any actual or potential claim that has been or will be made against him as a result of the dissolutions, and that his involvement in the above companies was part and parcel of his services and that no misconduct or misfeasance had been involved in the dissolution of these companies.

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Apart from Kingston Securities Limited and Kingston Corporate Finance Limited, are indirect wholly-owned subsidiaries of Kingston Group, having acted as a placing agent and a documentation agent for the Company pursuant to the placing agreement dated 12 May 2017 and Mr. Lau’s directorship as an independent non-executive director of Kingston Group in which (i) Mrs. Chu Yuet Wah, being the controlling shareholder of the Company, holds board position and has controlling interests in Kingston Group, and (ii) Mr. Kingston Chu Chun Ho, being the Chairman and an Executive Director of the Company, holds board position in Kingston Group, Mr. Lau does not have any relationship with any Directors, senior management, substantial shareholders or controlling shareholders of the Company.

In addition, the Company engaged REF to provide typesetting, translation and printing services (the “ Services ”) to the Company in respect of its announcements and annual report. The terms of Services have been negotiated and settled directly with the staff of REF, in which process Mr. Lau has not been involved. The transaction amount incurred for the Services was approximately HK$142,000 and was not material to Mr. Lau, REF and the Company. Mr. Lau has confirmed that he did not receive any of the transaction amount in person, as the transaction amount went to REF as its revenue.

As at the date of this announcement, the Company does not have any relationship with REF in term of shareholding, save that Mr. Lau is the chairman, non-executive director and the substantial shareholder holding 75% corporate interests in REF.

The Company confirmed that Mr. Lau has provided his confirmation of independence that he complied with Rule 3.13 of the Rules Governing the Listing of Securities on the Stock Exchange (the “ Listing Rules ”).

As far as Rule 3.13 of the Listing Rules is concerned, the Company submitted that:

• (i) REF has never expressed that it provided the Services in the capacity of professional advisor. The Services involved no professional advisory elements and the Services were provided in the way and features directed and instructed by the Company based on its specific requirements only. In fact, there is no provision in the service agreement stipulating that REF is providing any professional advice to the Company when delivering the Services to the Company. Although Mr. Lau is a non-executive director of REF, he is not considered by the Company to be falling within the definition of Rule 3.13(3) of Listing Rules as REF has not been a professional advisor to the Company; and

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• (ii) neither Mr. Lau nor REF have subsisted any material interest in any principal business activities of, nor any one of them has been involved in any material business dealings with the Company, its holding company or their respective subsidiaries or with any core connected persons of the Company as at the date of this announcement save for the Services.

(b) Mr. Eric Lee Hon Man

Mr. Lee, aged 50, is currently an independent non-executive director of TEM Holdings Limited (stock code: 8346), a company listed on the GEM of the Stock Exchange, and is employed by Orient Finance Holdings (Hong Kong) Limited as managing director of investment banking department. Mr. Lee graduated from the University of Birmingham, the United Kingdom with a bachelor’s degree of engineering in electronic and electrical engineering in July 1988, and obtained a master’s degree in business administration from the Chinese University of Hong Kong in December 1993.

Mr. Lee has over 20 years of experience in the corporate finance industry. From August 2015 to February 2017, Mr. Lee worked at LY Capital Limited, a company engaging in advising on corporate finance, as a director. From April 2002 to November 2014, Mr. Lee worked at First Shanghai Capital Limited, a company engaging in advising on corporate finance, and his last position was managing director. From July 1997 to March 2002, Mr. Lee worked at DBS Asia Capital Limited, a company engaging in advising on corporate finance, and his last position was vice president.

Save as disclosed above, as at the date of this announcement, each of Mr. Lau and Mr. Lee (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 relationship with any Directors, senior management or substantial or controlling shareholders of the Company; and (d) does not have any interest in shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

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Pursuant to their respective letters of appointment with the Company:

• (a) each of Mr. Lau and Mr. Lee is appointed as an Independent Non-executive Director for a term of three years commencing from 28 September 2017. They will hold office until the next following annual general meeting of the Company after their appointment at which they will be eligible for re-election. 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) each of Mr. Lau and Mr. Lee 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 their respective 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 holders of securities of the Company in respect of the appointments of Mr. Lau and Mr. Lee.

The Board would like to express its warmest welcome to Mr. Lau and Mr. Lee on their appointments.

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

Hong Kong, 28 September 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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