ISP Holdings Limited — Capital/Financing Update 2017

May 14, 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)

PLACING OF NEW SHARES UNDER GENERAL MANDATE

Placing Agents

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On 12 May 2017, the Company entered into the Placing Agreement with the Placing Agents for the placing, on a best effort basis, of a maximum of 69,520,000 Placing Shares at the Placing Price of HK$1.09 per Placing Share. The Placing Shares will be allotted and issued pursuant to the General Mandate.

Assuming that there will be no change in the issued share capital of the Company between the date of this announcement and the completion of the Placing, the 69,520,000 Placing Shares under the Placing represent (i) approximately 19.56% of the existing issued share capital of the Company of 355,330,000 Shares as at the date of this announcement; and (ii) approximately 16.36% of the issued share capital of the Company as enlarged by the allotment and issue of the Placing Shares.

The Placing Price of HK$1.09 per Placing Share represents: (i) a discount of approximately 19.85% to the closing price of HK$1.36 per Share as quoted on the Stock Exchange on 12 May 2017, being the date of the Placing Agreement; and (ii) a discount of approximately 15.50% to the average closing price of approximately HK$1.29 per Share as quoted on the Stock Exchange for the five consecutive trading days immediately prior to the date of the Placing Agreement.

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The maximum gross and net proceeds from the Placing are estimated to be HK$75.8 million and approximately HK$73.9 million, respectively (representing a net issue price of approximately HK$1.06 per Placing Share). It is expected that the net proceeds from the Placing will be used as general working capital of the Group and/or other potential business development opportunities as considered appropriate.

Shareholders and potential investors of the Company should note that completion of the Placing is subject to the fulfilment of the conditions set out in the Placing Agreement. The Placing may or may not proceed. Shareholders and potential investors of the Company are therefore urged to exercise caution when dealing in the Shares and other securities of the Company.

On 12 May 2017, the Company entered into the Placing Agreement with the Placing Agents for the placing of a maximum of 69,520,000 Placing Shares at the Placing Price of HK$1.09 per Placing Share. The principal terms and conditions of the Placing Agreement are set out below.

THE PLACING AGREEMENT

Date

12 May 2017

Parties

Issuer : The Company

Placing Agents : Kingston Securities and VMS

The Placing Agents have conditionally agreed to place up to 69,520,000 Placing Shares on a best efforts basis. Each of Kingston Securities and VMS has conditionally agreed to place up to 34,760,000 Shares. The Placing Agents will be entitled to receive a commission of 2.5% of the amount equal to the Placing Price multiplied by the actual number of the Placing Shares successfully placed by Kingston Securities and VMS respectively. The placing commissions were arrived at after arm’s length negotiations between the Company and the Placing Agents under normal commercial terms and with reference to the prevailing market conditions.

Kingston Securities and Kingston Corporate Finance are indirect wholly-owned subsidiaries of Kingston Group. Given that (i) Mrs. Chu is a common controlling shareholder of the Company and Kingston Group; (ii) Mrs. Chu is an executive director of Kingston Group; and (iii) Mr. Kingston Chu Chun Ho (“Mr. Chu”), an Executive Director and Chairman of the Company, is the son of Mrs. Chu and an executive director of Kingston Group, Mr. Chu is considered to be interested in the resolution in respect of Kingston Securities acting as the Placing Agent and he has abstained from voting on the resolution at the Board meeting in respect of the appointment of Kingston Securities as the Placing Agent and Kingston Corporate Finance as the documentation agent for the Placing. Given that Mrs. Chu is a common controlling

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shareholder of the Company and Kingston Group, Kingston Securities and Kingston Corporate Finance are associates of the connected person of the Company under the Listing Rules and the services provided by Kingston Securities and Kingston Corporate Finance constitute connected transactions of the Company and Kingston Group.

In respect of the services provided and to be provided by Kingston Group (including Kingston Securities and Kingston Corporate Finance) in relation to the Placing, given that (i) the total fees payable by the Company to Kingston Group are less than 5% of the applicable ratio as defined under Chapter 14 of the Listing Rules and the total consideration is less than HK$3.0 million; and (ii) the services provided by and to be provided by Kingston Group are on normal commercial terms, such transactions are fully exempt from reporting, announcement and independent shareholders’ approval requirements under the Listing Rules.

To the best of the Directors’ knowledge, information and belief after having made all reasonable enquiries, VMS is an Independent Third Party.

Placees

The Placing Agents will place the Placing Shares to not less than six Placees, who are independent professional, institutional or other investors and Independent Third Parties.

Number of Placing Shares

Assuming that there will be no change in the issued share capital of the Company between the date of this announcement and the completion of the Placing, the 69,520,000 Placing Shares under the Placing represent (i) approximately 19.56% of the existing issued share capital of the Company of 355,330,000 Shares as at the date of this announcement; and (ii) approximately 16.36% of the issued share capital of the Company as enlarged by the allotment and issue of the Placing Shares. The aggregate nominal value of the Placing Shares under the Placing will be HK$6,952,000.

Ranking of Placing Shares

The Placing Shares, when issued, will rank pari passu in all respects with the Shares then in issue.

Placing Price

The Placing Price of HK$1.09 per Placing Share represents:

• (i) a discount of approximately 19.85% to the closing price of HK$1.36 per Share as quoted on the Stock Exchange on 12 May 2017, being the date of the Placing Agreement; and

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• (ii) a discount of approximately 15.50% to the average closing price of approximately HK$1.29 per Share as quoted on the Stock Exchange for the five consecutive trading days immediately prior to the date of the Placing Agreement.

The Placing Price was determined after arm’s length negotiation between the Company and the Placing Agents with reference to the prevailing market prices of the Shares. The Directors (including the Independent Non-executive Directors) consider that the terms of the Placing Agreement (including the Placing Price, the placing commission and documentation fee) are fair and reasonable based on the current market conditions and in the interests of the Company and the Shareholders as a whole.

General Mandate to allot and issue the Placing Shares

The Placing Shares will be issued under the General Mandate to allot, issue and deal with Shares granted to the Directors by resolution of the Shareholders passed at the AGM subject to the limit up to 20% of the then issued share capital of the Company of 347,676,000 Shares as at the date of the AGM. Under the General Mandate, the Company is authorised to issue up to 69,535,200 Shares. Up to the date of this announcement, no Share has been issued under the General Mandate. Accordingly, the issue of the Placing Shares is not subject to the approval of the Shareholders.

Conditions of the Placing Agreement

Completion of the Placing Agreement is conditional upon the satisfaction of the following conditions by no later than 14 days (or such later date as may be agreed between the Placing Agents and the Company in writing) after the date of the Placing Agreement:

• (i) there shall not have occurred any breach or any event render untrue or inaccurate, any of the representations, warranties or undertakings under in the Placing Agreement in all material respects;

• (ii) listing of and permission to deal in all the Placing Shares being granted (subject only to allotment) by the Listing Committee of the Stock Exchange in principle and dealings of the Placing Shares being allowed by the Stock Exchange (and such listing and permission not subsequently being revoked);

• (iii) no relevant government, governmental, quasi-governmental, statutory or regulatory body, court or agency having granted any order or made any decision that would make the Placing void, unenforceable or illegal, or restrict or prohibit the implementation of, or impose any additional material conditions or obligations with respect to the Placing (other than such orders or decisions as would not have a material adverse effect on the legal ability of the Company to proceed with the Placing); and

• (iv) the Placing Agreement not being rescinded by the Placing Agents pursuant to the terms thereof.

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If the conditions are not fulfilled within 14 days (or such later date as may be agreed between the Placing Agents and the Company in writing) after the date of the Placing Agreement, the obligations and liabilities of the Company under the Placing shall be null and void and the Company shall be released from all rights and obligations pursuant to the Placing except (i) the Company shall remain liable for the payment of all costs and expenses referred to in the Placing Agreement that already incurred or to be incurred in consequence of such termination, (ii) any antecedent material breach of any of the obligations and liabilities thereunder (including liabilities arising prior to such termination under the representations, warranties and undertakings set out in the Placing Agreement).

Completion of the Placing

Completion of the Placing will take place within four business days after the fulfilment of condition (ii) as set out in paragraph headed “Conditions of the Placing Agreement” above or such other date to be agreed between the Company and the Placing Agents in writing (the “Completion Date”).

Rescission

The Placing Agreement may be rescinded by the Placing Agents at any time prior to the Completion Date:

• (a) if there has come to the notice of the Placing Agents:

• (i) that any statement contained in this announcement was, when it was issued, or has become, untrue, incorrect or misleading in any material respect; or

• (ii) any matter has arisen or has been discovered which would, had it arisen or been discovered immediately before the date of this announcement, constitute an material omission therefrom; or

• (iii) any material breach of the undertakings, warranties and representations set out in the Placing Agreement; or

• (iv) any material breach of any of the obligations imposed upon any party to the Placing Agreement (other than the Placing Agents); or

• (v) any of the undertakings, warranties and representations set out in the Placing Agreement would be untrue or inaccurate or misleading in any material respect if given at that time; or

• (vi) any adverse change in the business or in the financial or trading position or prospects of any member of the Group taken as a whole which is material in the context of the Placing; or

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• (b) if there develops, occurs, or comes into effect:

• (i) any event, development or change (whether or not local, national or international or forming part of a series of events, developments or changes occurring or continuing before, on and/or after the date hereof) and including an event or change in relation to or a development of an existing state of affairs of a political, military, industrial, financial, economic, fiscal, regulatory or other nature, whether or not sui generis with any of the foregoing, resulting in a material adverse change in, or which might be expected to result in a material adverse change in, political, economic, fiscal, financial, regulatory or stock market conditions and which, in the sole and absolute opinion of any of the Placing Agents, would prejudice the success of the Placing; or

• (ii) the imposition of any moratorium, suspension or material restriction on trading in securities generally on the Stock Exchange occurring due to exceptional financial circumstances or otherwise and which, in the sole and absolute opinion of any of the Placing Agents, would prejudice the success of the Placing; or

• (iii) any change in conditions of local, national or international securities markets occurs which, in the sole and absolute opinion of any of the Placing Agents, would prejudice the success of the Placing; or

• (iv) any new law or regulation or change in existing laws or regulations, or any change in the interpretation or application thereof by any court or other competent authority in Hong Kong and if in the sole and absolute opinion of any of the Placing Agents any such new law or change would materially and adversely affect the business or financial prospects of the Group and/or prejudice the success of the Placing; or

• (v) a change or development occurs involving a prospective change of taxation or exchange control (or the implementation of exchange control) in Hong Kong which, in the sole and absolute opinion of any of the Placing Agents, would prejudice the success of the Placing; or

• (vi) any litigation or claim of material importance of any third party being instigated against any member of the Group, which has or may have a material adverse effect on the business or financial prospects of the Group and which, in the sole and absolute opinion of any of the Placing Agents, would materially prejudice the success of the Placing.

The Board is not aware of the occurrence of any of the aforesaid events as at the date of this announcement.

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APPLICATION FOR THE LISTING OF PLACING SHARES

Application will be made to the Stock Exchange for the listing of, and permission to deal in, the Placing Shares.

REASONS FOR THE PLACING AND USE OF PROCEEDS

The Group is principally engaged in the provision of property and facility management business and interior and special projects business in Hong Kong, Mainland China and Macau.

The maximum gross and net proceeds from the Placing are estimated to be HK$75.8 million and approximately HK$73.9 million, respectively (representing a net issue price of approximately HK$1.06 per Placing Share). It is expected that the net proceeds from the Placing will be used as general working capital of the Group and/or other potential business development opportunities as considered appropriate.

FUND RAISING ACTIVITIES IN THE PAST TWELVE MONTHS

The Company has not conducted any equity fund raising activities in the past twelve months immediately preceding the date of this announcement.

EFFECTS ON SHAREHOLDING STRUCTURE OF THE COMPANY

To the best of the Directors’ knowledge, information and belief after having made all reasonable enquiries, set out below are the existing shareholding structure of the Company and the effect on the shareholder structure of the Company immediately upon the completion o f Placing (assuming all the Placing Shares are placed in full and there is no other change in the shareholding structure of the Company before the allotment and issue of the Placing Shares).

Shareholders Champ Key Holdings Limited_(Note 1)_ The Placees Other public Shareholders Total	As at the date of this announcement No. of Shares % 225,518,633 63.47 – – 129,811,367 36.53 355,330,000 100.00	Immediately upon the completion of Placing No. of Shares % 225,518,633 53.08 69,520,000 16.36 129,811,367 30.56 424,850,000 100.00	Immediately upon the completion of Placing No. of Shares % 225,518,633 53.08 69,520,000 16.36 129,811,367 30.56 424,850,000 100.00
			100.00

Notes:

1. The entire issued share capital of Champ Key Holdings Limited is wholly and beneficially owned by Mrs. Chu.

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

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GENERAL

Shareholders and potential investors of the Company should note that completion of the Placing is subject to the fulfilment of the conditions set out in the Placing Agreement. The Placing may or may not proceed. Shareholders and potential investors of the Company are therefore urged to exercise caution when dealing in the Shares and other securities of the Company.

DEFINITIONS

Unless the context otherwise requires, the following expressions shall have the following meanings in this announcement:

“AGM”	the annual general meeting of the Company held on 20 May
	2016
“associate(s)”	the meaning ascribed thereto under the Listing Rules
“Board”	the board of Directors
“Company”	Synergis Holdings Limited, a company incorporated in the
	Bermuda with limited liability and the Shares are listed on
	the main board of the Stock Exchange (stock code: 2340)
“connected person(s)”	the meaning ascribed thereto under the Listing Rules
“controlling shareholder”	the meaning ascribed thereto under the Codes on Takeovers
	and Mergers
“Director(s)”	the director(s) of the Company
“General Mandate”	the mandate granted to the Directors by the Shareholders at
	the AGM to allot, issue and deal with up to 20% of the then
	issued share capital of the Company as at the date of the
	AGM
“Group”	the Company and its subsidiaries
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“Independent Third	third party(ies) independent of the Company and its connected
Party(ies)”	persons

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• “Kingston Corporate Kingston Corporate Finance Limited, a licensed corporation to Finance” carry on business in Type 6 regulated activities (advising on corporate finance) under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), an indirect wholly owned subsidiary of Kingston Group, being the documentation agent of the Company in relation to the Placing

• “Kingston Group” Kingston Financial Group Limited (a company incorporated in Bermuda with limited liability and the issued shares of which are listed on the main board of the Stock Exchange (stock code: 1031)) and its subsidiaries

• “Kingston Securities” Kingston Securities Limited, a licensed corporation to carry on business in Type 1 regulated activity (dealing in securities) under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), an indirect wholly owned subsidiary of Kingston Group being one of the Placing Agents

• “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

• “Macau”

• the Macau Special Administrative Region of the PRC

• “Mrs. Chu”

• Mrs. Chu Yuet Wah, who is the (i) controlling shareholder of the Company; and (ii) controlling shareholder and an executive director of Kingston Group

• “Placee(s)” any professional, institutional or other investor(s) procured by the Placing Agents to subscribe for any of the Placing Shares pursuant to the terms of the Placing Agreement

• “Placing” the placing, on a best effort basis, of up to 69,520,000 Placing Shares pursuant to the terms of the Placing Agreement

• “Placing Agents” collectively Kingston Securities and VMS, and each a “Placing Agent”

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“Placing Agreement” the conditional placing agreement entered into between the Company and the Placing Agents dated 12 May 2017 in relation to the Placing “Placing Share(s)” up to 69,520,000 new Shares to be allotted and issued under the Placing “PRC” the People’s Republic of China, for the purpose of this announcement, shall exclude Hong Kong, Macau and Taiwan “Shareholder(s)” holder(s) of the Share(s) “Share(s)” ordinary share(s) of HK$0.10 each in the share capital of the Company “Stock Exchange” The Stock Exchange of Hong Kong Limited “VMS” VMS Securities Limited, a licensed corporation to carry on business in Type 1 regulated activity (dealing in securities), Type 4 (advising on securities), Type 6 (advising on corporate finance) and Type 9 (asset management) regulated activities under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), being one of the Placing Agents “HK$” Hong Kong dollars, the lawful currency of Hong Kong “%” per cent. By order of the Board Synergis Holdings Limited Kingston Chu Chun Ho Executive Director and Chairman

Hong Kong, 14 May 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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