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ISP Holdings Limited Board/Management Information 2021

Feb 25, 2021

50536_rns_2021-02-25_2895f961-8eca-4324-b45e-d6cc9bab97be.pdf

Board/Management Information

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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)

APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR

The board (‘‘Board’’) of directors (‘‘Directors’’) of Synergis Holdings Limited (the ‘‘Company’’, together with its subsidiaries, the ‘‘Group’’) announces that with effect from 1 March 2021, Mr. To Chun Wai (‘‘Mr. To’’) will be appointed as an Independent Non-executive Director, the chairman of the Remuneration Committee and a member of each of the Audit Committee and the Nomination Committee.

Mr. To, aged 64, is at present the chief executive officer of a Hong Kong registered consultancy company, and an independent non-executive director of Auto Italia Holdings Limited (stock code: 720) and Greenheart Group Limited (stock code: 94), both of which are listed on the Main Board of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”). Mr. To spent most of his career with the Hong Kong Police, beginning in 1974 and rising up the ranks to Assistant Commissioner (Crime), being responsible for the overall charge of policy designs and operations of, among others, the Commercial Crime Bureau, Organized Crime & Triad Bureau, Criminal Intelligence Bureau, Financial Investigation Bureau (anti money-laundering), and Technology Crime Bureau, until his retirement in 2011.

Mr. To was awarded the Police Meritorious Service Medal by the Chief Executive of the Hong Kong Special Administrative Region, in recognition of his long and staunch service and contribution to the Hong Kong society. From 2011 to 2012, he served as a part-time tutor at the University of Hong Kong. Between April 2013 and August 2018, he served as the chief strategic officer, chief operating officer, and a non-executive director of Integrated Waste Solutions Group Holdings Limited (“IWS”), the shares of which are listed on the Main Board of the Stock Exchange (stock code: 923), and sat on both the remuneration and nomination committees of IWS during his tenure of services.

Mr. To has wide administrative and management experiences in both the public and private sectors, and holds a master degree of public administration from the University of Hong Kong.

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Mr. To has provided 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, Mr. To (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; (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 of Hong Kong (Chapter 571 of the Laws of Hong Kong).

The Company and Mr. To will enter into a letter of appointment, pursuant to which:

  • (a) Mr. To will be appointed as an Independent Non-executive Director for a term of three years commencing from 1 March 2021. 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 re-election at least once every three years at annual general meetings pursuant to the Bye-laws of the Company; and

  • (b) Mr. To is entitled to receive an annual Director’s fee of HK$240,000 to act as an Independent Non-executive Director. The remuneration package of Mr. To is determined with reference to his 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 appointment of Mr. To.

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

Following the appointment of Mr. To, the Company will have (a) three Independent Non-executive Directors; (b) three members of the Audit Committee, all of whom are Independent Non-executive Directors; and (c) a Remuneration Committee which will be chaired by an Independent Non-executive Director. Therefore, the Company would be in compliance with the relevant requirements under Rules 3.10(1), 3.21 and 3.25 of the Listing Rules and paragraph 3.1 of the terms of reference of the Audit Committee.

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

Hong Kong, 25 February 2021

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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