ISP Holdings Limited — Board/Management Information 2017

Mar 9, 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 新昌管理集團有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 02340)

(1) CHANGE IN COMPOSITION OF BOARD AND CERTAIN BOARD COMMITTEES; AND (2) PROPOSED CHANGE OF COMPANY NAME

Change in Composition of Board and Certain Board Committees

The Board announces that with effect from 9 March 2017,

• (1) Ir. Joseph Choi Kin Hung has resigned as an Executive Director and the Chairman of the Board. Following Ir. Choi’s resignation, he also ceased to be a member of each of the Executive Committee, the Remuneration Committee and the Nomination Committee;

• (2) Mr. Lui Chun Pong has resigned as an Executive Director. Following Mr. Lui’s resignation, he also ceased to be a member of the Executive Committee;

• (3) Mr. Kingston Chu Chun Ho has been appointed as an Executive Director and the Chairman of the Board. He has also been appointed as a member of each of the Executive Committee, the Remuneration Committee and the Nomination Committee in replacement of Ir. Choi; and

• (4) Mr. Terence Leung Siu Cheong has been appointed as the Deputy Chairman of the Board.

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Proposed Change of Company Name

The Board proposes to adopt a new Chinese name “昇捷控股有限公司” as the secondary name of the Company to replace the existing Chinese name “新昌管理集團有限公司” which is currently used for identification purposes only.

The SGM will be convened and held for the Shareholders to consider and, if thought fit, approve, among other matters, the proposed Change of Company Name. A circular containing, among other matters, details of the proposed Change of Company Name and a notice of SGM together with the related proxy form, will be despatched to the Shareholders as soon as practicable.

As no Shareholders have a material interest in the proposed Change of Company Name, no Shareholders will be required to abstain from voting on the resolution to be proposed at the SGM.

CHANGE IN COMPOSITION OF BOARD AND CERTAIN BOARD COMMITTEES

Resignation of Executive Directors and Chairman and certain Board Committees’ Members

The board (the “ Board ”) of directors (the “ Directors ”) of Synergis Holdings Limited (the “ Company ”, together with its subsidiaries, collectively, the “ Group ”) announces that, with effect from 9 March 2017:

• (a) Ir. Joseph Choi Kin Hung (“ Ir. Choi ”) has resigned as an Executive Director and the chairman of the Board (“ Chairman ”) as he wishes to devote more time to his other business commitments. Following Ir. Choi’s resignation, he also ceased to be a member of each of the Executive Committee, the Remuneration Committee and the Nomination Committee with effect from that date; and

• (b) Mr. Lui Chun Pong (“ Mr. Lui ”) has resigned as an Executive Director as he wishes to pursue his other business and personal interests. Following Mr. Lui’s resignation, he also ceased to be a member of the Executive Committee with effect from that date.

Each of Ir. Choi and Mr. Lui 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 holders of securities of the Company.

The Board expresses its appreciation to Ir. Choi and Mr. Lui for their valuable contribution to the Company during their terms of service.

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Appointment of Executive Director and Chairman and certain Board Committees’ member

The Board is pleased to announce that with effect from 9 March 2017, Mr. Kingston Chu Chun Ho (“ Mr. Chu ”) has been appointed as an Executive Director and the Chairman. He has also been appointed as a member of each of the Executive Committee, the Remuneration Committee and the Nomination Committee in replacement of Ir. Choi.

The biographical details of Mr. Chu are set out below: –

Mr. Chu, aged 31, is a licensed person under Securities and Futures Ordinance for Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities for Kingston Securities Limited and Kingston Corporate Finance Limited, respectively. Mr. Chu is a member of Guangxi Committee of The Chinese People’s Political Consultative Conference, a member of General Committee of The Chamber of Hong Kong Listed Companies, vice president of Hong Kong CPPCC Youth Association, vice president of Federation of Hong Kong Guangxi Community Organisation, honorary chairman of Hong Kong Guangxi Youth Organisation, Youth Committee Chairman of Hong Kong Federation of Dongguan Association and a director of Hong Kong Securities Association. Mr. Chu holds a Bachelor Degree of Business from the University of Southern California in the U.S.A.

Mr. Chu has been an executive director of Sincere Watch (Hong Kong) Limited (stock code: 444) (“ Sincere HK ”), a company listed on the main board of the Stock Exchange (the “ Main Board ”), since 29 May 2012. Mr. Chu has also been a director of Sincere Watch Limited, the immediate holding company of Sincere HK since 21 May 2012. In addition, he has been an executive director of Kingston Financial Group Limited (stock code: 1031), a company listed on the Main Board, since 21 August 2015 and a non-executive director of New Concepts Holdings Limited (stock code: 2221), a company listed on the Main Board, since 8 September 2016.

Mr. Chu is the son of Mrs. Chu Yuet Wah, the ultimate beneficial owner of Champ Key Holdings Limited, which is the controlling shareholder of the Company. As of the date of this announcement, Mrs. Chu Yuet Wah, through Champ Key Holdings Limited, is interested in 225,518,633 ordinary shares (“ Shares ”) of the Company (representing approximately 63.47% of the total number of Shares in issue as of the date of this announcement) and 80,000,000 restricted voting convertible preference shares of the Company (the full conversion of which will result in the issue of 80,000,000 Shares, representing approximately 18.38% of the number of Shares on an enlarged basis).

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Save as disclosed above, as at the date of this announcement, Mr. Chu (a) does not hold any position with the Group; (b) has not held any other major appointments and qualifications or any directorship in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years; (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).

A service agreement is to be entered into between Mr. Chu and the Company. The term of service of Mr. Chu is initially for a period of three years commencing from 9 March 2017 and 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. He will also 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. Mr. Chu will be entitled to receive an annual Director’s fee of HK$150,000, an annual remuneration of HK$1,200,000 and a management bonus commensurate with his performance and subject to the discretion of the Board. Such remuneration package is determined with reference to Mr. Chu’s 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).

There is no information that needs to be disclosed pursuant to Rules 13.51(2)(h) to 13.51(2)(v) of the Rules Governing the Listing of Securities on the Stock Exchange 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 appointment of Mr. Chu.

The Board would like to express its warmest welcome to Mr. Chu on his appointment.

Appointment of Deputy Chairman of the Board

The Board also announces that Mr. Terence Leung Siu Cheong (“ Mr. Leung ”), an Executive Director and Managing Director, has been appointed as the Deputy Chairman of the Board with effect from 9 March 2017. Mr. Leung will assist Mr. Chu in formulating the overall strategic planning and business direction of the Group and to oversee the overall execution of the Group’s strategy.

PROPOSED CHANGE OF COMPANY NAME

The Board also proposes to adopt a new Chinese name “昇捷控股有限公司” as the secondary name of the Company to replace the existing Chinese name “新昌管理集團有限公司” which is currently used for identification purposes only (the “ Change of Company Name ”).

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Conditions for the Change of Company Name

The proposed Change of Company Name is conditional upon the following conditions having been satisfied:

• (i) the passing of a special resolution by the shareholders of the Company (“ Shareholders ”) at a special general meeting of the Company (the “ SGM ”) approving the Change of Company Name; and

• (ii) the Registrar of Companies in Bermuda granting approval for the Change of Company Name.

Subject to the satisfaction of the above conditions, the proposed Change of Company Name will take effect from the date of registration as set out in the certificate of secondary name issued by the Registrar of Companies in Bermuda. The Company will then carry out all necessary filing procedures with the Companies Registry in Hong Kong.

Reasons for the Change of Company Name

The proposed Change of Company Name is part of the re-branding exercise in light of the recent change of controlling shareholder of the Company from Hsin Chong Group Holdings Limited to Champ Key Holdings Limited, which is wholly and beneficially owned by Mrs. Chu Yuet Wah. The Board considers that the new Chinese name of the Company better aligns with the existing English name of the Company. The Change of Company Name is therefore in the interests of the Company and the Shareholders as a whole.

Effects of the proposed Change of Company Name

The proposed Change of Company Name will not affect any rights of the Shareholders or the Company’s daily business operation. All existing share certificates of the Company in issue bearing the current name of the Company will continue to be good evidence of legal title to such shares of the Company and will remain valid for trading, settlement, registration and delivery purposes. There will not be any arrangement for the exchange of the existing share certificates for new share certificates bearing the new name of the Company. Upon the Change of Company Name becoming effective, all new share certificates will be issued only in the new name of the Company.

In addition, subject to confirmation by the Stock Exchange, the Chinese stock short name of the Company for trading in the securities on the Stock Exchange will also be changed after the Change of Company Name becoming effective. Subject to the Change of Company Name becoming effective, the Company will also adopt a new logo.

Further announcement(s) will be made by the Company in relation to the effective date of the Change of Company Name and details of the change of the Chinese stock short name and the new logo of the Company.

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SGM

The SGM will be convened and held for the Shareholders to consider and, if thought fit, approve, among other matters, the proposed Change of Company Name. A circular containing, among other matters, details of the proposed Change of Company Name and a notice of SGM together with the related proxy form, will be despatched to the Shareholders as soon as practicable.

As no Shareholders have a material interest in the proposed Change of Company Name, no Shareholders will be required to abstain from voting on the resolution to be proposed at the SGM.

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

Hong Kong, 9 March 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 and Mr. David Yu Hon To as Independent Non-executive Directors.

• For identification purposes only

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