ISP Holdings Limited — Board/Management Information 2020

Dec 24, 2020

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 昇捷控股有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 02340)

ANNOUNCEMENT MADE PURSUANT TO RULES 13.51(2)(U) AND 13.51B(2) OF THE LISTING RULES AND

RESIGNATION OF INDEPENDENT NON-EXECUTIVE DIRECTOR

This announcement is made by Synergis Holdings Limited (the “Company”) pursuant to Rules 13.51(2)(u) and 13.51B(2) of the Rules Governing the Listing of Securities (the “Listing Rules”) on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”).

UPDATE ON DIRECTOR’S INFORMATION

The board of directors (the “Board”) of the Company has been recently informed by Dr. Wong Yun Kuen (“Dr. Wong”), who resigned as an Independent Non-executive Director on 23 December 2020, that he was named as one of the respondents in a petition dated 18 December 2020 (the “Petition”) filed with the Court of First Instance of the High Court of Hong Kong by the Securities and Futures Commission of Hong Kong (the “SFC”) pursuant to section 214 of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) in the matter of Superb Summit International Group Limited, the shares of which were delisted from the Stock Exchange in June 2020 (the “Delisted Company”).

The SFC alleged in the Petition that, among other things, the directors of the Delisted Company (including Dr. Wong, who was an independent non-executive director from April 2007 to June 2010) had failed to discharge their duties with due and reasonable care, skill and diligence as the management of the Delisted Company.

As the Petition does not involve the Company or any of its subsidiaries (the “Group”) and Dr. Wong has no role in the day-to-day operations of the Group, the Board does not consider that the Petition will have any material adverse impact on the business operation or financial position of the Group.

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RESIGNATION OF INDEPENDENT NON-EXECUTIVE DIRECTOR

The Board announces that Dr. Wong has tendered his resignation as an Independent Non-executive Director with effect from 23 December 2020 as he would like to devote more time to his other business engagement. Upon his resignation, Dr. Wong has ceased to be the chairman of the Remuneration Committee and a member of each of the Audit Committee and the Nomination Committee at the same time.

Dr. Wong has confirmed that he has no disagreement with the Board and there is no matter relating to his resignation that needs to be brought to the attention of the shareholders of the Company or the Stock Exchange.

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

Following the resignation of Dr. Wong, the Company has (i) two Independent Non-executive Directors, which is below the minimum requirement under Rule 3.10(1) of the Listing Rules; (ii) two Audit Committee members, which is below the requirements of Rule 3.21 of the Listing Rules and paragraph 3.1 of the terms of reference of the Audit Committee; and (iii) three Remuneration Committee members but the position of the chairman is vacant, which does not comply with the requirements under Rule 3.25 of the Listing Rules.

The Company is in the process of identifying a suitable candidate to fill the abovementioned vacancies as soon as practicable, with the relevant appointment to be made within three months from the date hereof, in order to comply with the relevant requirements under the Listing Rules and the terms of reference of the Audit Committee. The Company will make further announcement as and when appropriate.

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

Hong Kong, 24 December 2020

As at the date of this announcement, the Board comprises Mr. Kingston Chu Chun Ho (Chairman) and Ms. Hui Suk Man (Deputy Chairman and Managing Director for the property and facility management) as Executive Directors; and Mr. Lau Man Tak and Mr. Eric Lee Hon Man as Independent Non-executive Directors.

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