ISP Holdings Limited — Governance Information 2017

Sep 21, 2017

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SYNERGIS HOLDINGS LIMITED 昇捷控股有限公司

(Incorporated in Bermuda with limited liability) (Stock Code: 02340)

SPECIAL COMMITTEE

TERMS OF REFERENCE

1. Constitution, Objective and Role

• 1.1 The board of directors (the “Board”) of Synergis Holdings Limited (the “Company”, together with its subsidiaries, the “Group”) was informed that the Company’s head office and the location at which it provides property management services for Garden Vista have been attended by officers of the Independent Commission Against Corruption of Hong Kong (the “ICAC”) on 25 March 2015 to execute search warrants relating to certain matters in connection with the contracts awarded for a renovation project of Garden Vista, one of the properties managed by the Group (the “Matters”).

• 1.2 The Board resolved on 9 April 2015 to establish a committee of the Board known as the special committee (the “Committee”).

2. Membership

• 2.1 The members of the Committee shall consist of all the independent non-executive directors of the Company, namely Mr. Stephen Ip Shu Kwan, Mr. Kan Fook Yee, Mr. Wong Tsan Kwong and Mr. David Yu Hon To.

• 2.2 Mr. Kan Fook Yee was appointed as the Chairman of the Committee.

3. Meetings

• 3.1 The Committee shall meet from time to time and as necessary.

• 3.2 Save as set out in these terms, the meetings and proceedings of the Committee shall be governed by the provisions of the Company’s Bye-laws for regulating the meetings and proceedings of the Board.

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• 3.3 The quorum necessary for the transaction of business of the Committee shall be two members of the Committee. Committee members may attend the meetings of the Committee in person or via means of a conference telephone, electronic or other communications equipment through which all persons participating in the meeting can communicate with each other simultaneously and instantaneously.

• 3.4 The Committee may invite any appropriate person to attend meetings of the Committee as it considers appropriate, including the Group Chief Financial Officer, the directors of any companies of the Group, any members of the Internal Audit team and other Board members.

• 3.5 The secretary of the Company shall be the secretary of the Committee. The Committee may from time to time appoint any other person with appropriate qualifications and experience to act as the secretary of the Committee.

4. Authority

• 4.1 The Committee is authorised by the Board to investigate any activity within its terms of reference. It is authorised to seek any information it requires from any employee and all employees are directed to co-operate with any request made by the Committee.

• 4.2 The Committee is authorised by the Board to obtain external legal or other independent professional advice and to secure the attendance at meetings of the Committee of outside advisers with relevant experience and expertise if it considers this necessary.

• 4.3 The Committee shall have available appropriate funding from the Company, as requested by the Committee, for (i) remuneration of any advisers employed by the Committee; and (ii) covering ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.

5. Duties

• 5.1 The duties of the Committee shall be:

• 5.1.1 to review, as appropriate, the adequacy of internal procedures and related checks and balances in relation to the provision of property and facility management services of the Group (including managing any tender processes for client properties or facilities) and internal training programmes implemented by the Group in such procedures and legal/regulatory compliance and to recommend measures to strengthen the procedures and/or training programmes as the Committee deems necessary;

• 5.1.2 to monitor the progress of investigations on the Matters, and to consider the impact of any further developments on the operations and financial position of the Group and to recommend action to be taken by the Board;

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• 5.1.3 where the Committee considers it appropriate, to appoint external legal counsel or other independent professional advisors (the “Advisors”) (the terms of engagement and scope of work of which shall be determined and finalized by the Committee) to provide advice and assistance in conducting the investigation into the Matters, to review and comment on the findings and to consider the advice of the Advisors;

• 5.1.4 to authorise any further investigations that may be deemed necessary in the Committee’s sole opinion;

• 5.1.5 to report on any irregularities identified by the Advisors and from the results of any investigations to the Board as and when the Committee considers appropriate and to make recommendations to the Board on the action to be taken.

• 5.2 The above duties extend to the Group and / or subsidiaries of the Company where applicable and / or necessary as required by applicable laws and rules.

6. Resolutions and Records of Meetings

• 6.1 A resolution of the Committee should be passed by all the members of the Committee. A resolution passed and signed by all members of the Committee is valid, and the validity is same as any resolution passed in the meeting held.

• 6.2 Full minutes of the Committee meetings should be kept by the secretary of the Committee.

• 6.3 Draft and final versions of minutes of the meetings should be sent to all Committee members for their comment and records, within reasonable time after the meeting. Unless consent is given by the Committee of its release to the other directors of the Company, the minutes may not be made available for review by the other directors of the Company.

Hong Kong, 21 September 2017

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