ISP Holdings Limited — M&A Activity 2015

Jan 14, 2015

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this joint 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 joint announcement.

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HSIN CHONG CONSTRUCTION GROUP LTD. 新昌營造集團有限公司[*]

(Incorporated in Bermuda with limited liability) (Stock Code: 00404)

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 3.7 OF THE TAKEOVERS CODE AND INSIDE INFORMATION PROVISIONS

This joint announcement is made by Hsin Chong Construction Group Ltd. (“ Hsin Chong ”) and Synergis Holdings Limited (“ Synergis ”) pursuant to Rule 3.7 of The Code on Takeovers and Mergers (the “ Takeovers Code ”) and the Inside Information Provisions under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Reference is made to the joint announcement of Hsin Chong, Synergis and Emperor International Holdings Limited (“ Emperor ”) dated 1 December 2014 (the “ Announcement ”) and the joint announcement of Synergis and Emperor dated 31 December 2014 in respect of a possible acquisition of shareholding interests of Synergis owned by Smart Lane Holdings Limited (a wholly-owned subsidiary of Hsin Chong), Dr. Wilfred Wong Ying Wai and Summit View Holdings Limited by Keenrise Holdings Limited (an indirect wholly-owned subsidiary of Emperor). Unless otherwise defined herein, capitalised terms used herein shall have the same meanings as those defined in the Announcement.

As at the date of this joint announcement, discussions between the Purchaser and the Vendors in connection with the Possible Acquisition have ceased. No formal or legally binding agreement has been entered into between the Purchaser and the Vendors in respect of the terms of the Possible Acquisition. As such, the Possible Acquisition will not proceed. For the purpose of the Takeovers Code, the offer period that commenced in respect of Synergis on 1 December 2014 has ended on the date of this joint announcement.

By order of the board of directors of Hsin Chong Construction Group Ltd. Wilfred Wong Ying Wai Chairman and Chief Executive Officer

By order of the board of directors of Synergis Holdings Limited Fan Cheuk Hung Managing Director

Hong Kong, 14 January 2015

• for identification purposes only

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

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

As at the date of this joint announcement, the executive directors of Hsin Chong are Dr. Wilfred Wong Ying Wai (Chairman and Chief Executive Officer), Mr. Joseph Choi Kin Hung and Mr. Zhou Wei; the non-executive directors are Mr. Clifford King Chiu, Mr. Zhang Xiaoying and Mr. Yan Jie; and the independent non-executive directors are Dr. Joseph Chow Ming Kuen, Mr. Cheng Sui Sang, Mr. Gao Jingyuan and Ms. Lee Jai Ying.

As at the date of this joint announcement, the executive directors of Synergis are Dr. Wilfred Wong Ying Wai (Chairman) and Dr. Fan Cheuk Hung (Managing Director); and the independent non-executive directors are Mr. Stephen Ip Shu Kwan, Dr. Kan Fook Yee, Mr. Wong Tsan Kwong and Mr. David Yu Hon To.

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