ISP Holdings Limited — Capital/Financing Update 2015

Nov 6, 2015

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 新昌管理集團有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 02340)

ANNOUNCEMENT PURSUANT TO RULE 3.8 OF THE TAKEOVERS CODE

This announcement is made by Synergis Holdings Limited (“ Synergis ”) pursuant to Rule 3.8 of the Takeovers Code. Reference is made to the joint announcement of Hsin Chong Construction Group Ltd. (“ Hsin Chong ”) and Synergis dated 11 September 2015 (the “ Announcement ”) and the announcement of Synergis dated 9 October 2015 in relation to, amongst others, a possible sale by Hsin Chong of its entire shareholding interests in Synergis for cash to the Potential Investor. The transaction may also involve the acquisition by Hsin Chong of certain business(es) of Synergis to be paid in cash. Capitalised terms used herein shall have the same meanings as those defined in the Announcement.

UPDATE OF NUMBER OF RELEVANT SECURITIES OF SYNERGIS

The Synergis Board wishes to announce that on 6 November 2015, 60,000 new Synergis Ordinary Shares have been allotted and issued pursuant to the exercise of 60,000 share options granted under the share option scheme of Synergis adopted on 19 September 2003 at the exercise price of HK$0.952 per Synergis Ordinary Share.

As at the date of this announcement (immediately after the allotment and issuance of the new Synergis Ordinary Shares as described above), Synergis has the following securities in issue:

• (i) a total of 347,586,000 Synergis Ordinary Shares;

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• (ii) a total of 80,000,000 Synergis Convertible Preference Shares; and

• (iii) a total of 9,394,000 share options with rights to subscribe for a total of 9,394,000 Synergis Ordinary Shares.

Save for the aforesaid, Synergis has no other relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) as at the date of this announcement.

DEALINGS DISCLOSURE

Pursuant to Rule 3.8 of the Takeovers Code, the respective associates as defined in the Takeovers Code (including a person who owns or controls 5% or more of any class of relevant securities) of Synergis and the Potential Investor are reminded to disclose their dealings in the securities of Synergis in accordance with the Takeovers Code.

In accordance with Rule 3.8 of the Takeovers Code, the full text of Note 11 to Rule 22 of the Takeovers Code is reproduced below:

“Responsibilities of stockbrokers, banks and other intermediaries Stockbrokers, banks and others who deal in relevant securities on behalf of clients have a general duty to ensure, so far as they are able, that those clients are aware of the disclosure obligations attaching to associates and other persons under Rule 22 (of the Takeovers Code) and that those clients are willing to comply with them. Principal traders and dealers who deal directly with investors should, in appropriate cases, likewise draw attention to the relevant Rules (of the Takeovers Code). However, this does not apply when the total value of dealings (excluding stamp duty and commission) in any relevant security undertaken for a client during any 7 day period is less than HK$1 million.

This dispensation does not alter the obligation of principals, associates and other persons themselves to initiate disclosure of their own dealings, whatever total value is involved.

Intermediaries are expected to co-operate with the Executive in its dealings enquiries. Therefore, those who deal in relevant securities should appreciate that stockbrokers and other intermediaries will supply the Executive with relevant information as to those dealings, including identities of clients, as part of that co-operation.”

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WARNINGS: There is no assurance that the Possible Sale and/or the Possible Acquisition will materialise or eventually be consummated and the relevant discussions may or may not lead to a general offer under Rule 26.1 of the Takeovers Code. Shareholders and the public investors are urged to exercise extreme caution when dealing in the Synergis Ordinary Shares.

By order of the board of directors of Synergis Holdings Limited Wilfred Wong Ying Wai Chairman

Hong Kong, 6 November 2015

The directors of Synergis jointly and severally accept full responsibility for the accuracy of the information contained in this announcement and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.

As at the date of this announcement, the board of directors comprises Ms. Brenda Yau Shuk Mee (Co-Managing Director) and Mr. Terence Leung Siu Cheong (Co-Managing Director) as Executive Directors; Dr. Wilfred Wong Ying Wai (Chairman) as a Non-executive Director; 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 purpose only

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