ISP Holdings Limited — Capital/Financing Update 2019

Nov 18, 2019

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 昇捷控股有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 02340)

COMPLETION OF PLACING OF CONVERTIBLE BONDS UNDER GENERAL MANDATE

Placing Agents

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Reference is made to the announcement of Synergis Holdings Limited (the “ Company ”) dated 24 October 2019 in relation to the Placing in an aggregate principal amount of up to HK$42 million under General Mandate (the “ Announcement ”). Unless otherwise stated, terms used herein shall have the same meanings as those defined in the Announcement.

COMPLETION OF THE PLACING

The Board is pleased to announce that all conditions precedent set out in the Placing Agreement have been fulfilled and the completion of the Placing took place on 18 November 2019, whereby the Convertible Bonds in an aggregate principal amount of HK$42 million with the initial Conversion Price of HK$0.50 per Conversion Share (subject to adjustments as prescribed in the Placing Agreement) were issued by the Company and successfully placed by the Placing Agents to not less than six Placees, 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, Placees and their ultimate beneficial owner(s) (if any) are Independent Third Parties.

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The gross proceeds from the Placing are HK$42 million and the net proceeds from the Placing (after deduction of the commission of the Placing Agents in the amount of approximately HK$1 million and other expenses) are approximately HK$41 million. It is expected that the net proceeds from the Placing will be used as general working capital of the Group.

EFFECTS ON SHAREHOLDING STRUCTURE OF THE COMPANY

The following table shows, for illustrative purpose only, the shareholding structure of the Company (i) as at the date of this announcement; and (ii) upon full conversion of the Convertible Bonds at the initial Conversion Price (assuming that there is no other change in the issued share capital of the Company between the date of this announcement and the full conversion of the Convertible Bonds).

Shareholders Champ Key Holdings Limited_(Note 1)_ The Placees Other public Shareholders Total	As at the date of this announcement No. of Shares Approximate % 225,518,633 53.08 — — 199,331,367 46.92 424,850,000 100.00	Upon full conversion of Convertible Bonds No. of Shares Approximate % 225,518,633 44.32 84,000,000 16.51 199,331,367 39.17 508,850,000 100.00

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.

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

Hong Kong, 18 November 2019

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, Mr. Eric Lee Hon Man and Dr. Wong Yun Kuen as Independent Non-executive Directors.

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