ISP Holdings Limited — Capital/Financing Update 2017

Jun 13, 2017

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.

This announcement appears for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of the Company.

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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)

COMPLETION OF PLACING OF NEW SHARES UNDER GENERAL MANDATE

Placing Agents

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References are made to the announcements of Synergis Holdings Limited (the “ Company ”) dated 14 May 2017, 26 May 2017 and 6 June 2017 (the “ Announcements ”) in relation to the Placing of new shares under General Mandate. Unless otherwise stated, terms used herein shall have the same meanings as those defined in the Announcements.

COMPLETION OF PLACING OF NEW SHARES UNDER GENERAL MANDATE

The board of directors of the Company (the “ Board ”) is pleased to announce that all conditions set out in the Placing Agreement have been fulfilled and the completion of the Placing took place on 13 June 2017 in accordance with the terms and conditions of the Placing Agreement. A total of 69,520,000 Placing Shares have been successfully placed by the Placing Agents to not less than six Placees at the Placing Price of HK$1.09 per Placing Share pursuant to the terms and conditions of the Placing Agreement. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, (i) the Placees and their ultimate beneficial owner(s) are Independent Third Parties; and (ii) none of the Placees has become a substantial shareholder (as defined under the Listing Rules) of the Company upon completion of the Placing.

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EFFECTS ON SHAREHOLDING STRUCTURE

The 69,520,000 Placing Shares represent approximately (i) 19.56% of the issued share capital of the Company immediately before the completion of Placing; and (ii) 16.36% of the issued share capital of the Company as enlarged by the allotment and issue of the Placing Shares.

	Immediately before the	Immediately before the		Immediately	after the
Shareholders	completion of Placing			completion of Placing
	No. of Shares	Approximate %		No. of Shares	Approximate %
Champ Key Holdings Limited (Note 1)	225,518,633		63.47	225,518,633	53.08
The Placees	–		–	69,520,000	16.36
Other Shareholders (Note 2)	129,811,367		36.53	129,811,367	30.56
Total	355,330,000		100.00	424,850,000	100.00

Notes:

1. The entire issued share capital of Champ Key Holdings Limited is wholly and beneficially owned by Mrs. Chu Yuet Wah, who is the (i) controlling shareholder of the Company; and (ii) controlling shareholder and an executive director of Kingston Group.

2. Two Directors held a total of 500,000 Shares, representing approximately 0.14% and 0.12% of the total issued Shares of the Company immediately before and after completion of the Placing.

3. Certain percentage figures included in the table above are subject to rounding adjustments.

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

Hong Kong, 13 June 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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