ISP Holdings Limited — Proxy Solicitation & Information Statement 2015

Feb 2, 2015

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.

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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)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the special general meeting (the “ Meeting ”) of Synergis Holdings Limited (the “ Company ”) will be held at 2nd Floor, Hsin Chong Center, 107-109 Wai Yip Street, Kwun Tong, Kowloon, Hong Kong on Wednesday, 25 February 2015 at 11:30 a.m. for the purposes of considering and, if thought fit, passing, with or without amendments, the following resolutions. Unless otherwise indicated, capitalized terms used in this notice and the following resolutions shall have the same meanings as those defined in the circular of the Company dated 2 February 2015 of which this notice convening the Meeting forms part.

ORDINARY RESOLUTIONS

1. “ THAT

2. (a) the General Business Services Agreement dated 31 December 2014 entered into between the Company and HCCG (a copy of which has been produced to the Meeting marked “A” and signed by the chairman of the Meeting for the purpose of identification) and the transactions contemplated thereunder including the General Business Services Annual Caps for the period with effect from 1 January 2015 and ending on 31 December 2017 be and are hereby approved, confirmed and ratified; and

3. (b) the Directors be and are hereby authorised for and on behalf of the Company to do all such acts and take all steps which they may consider necessary, desirable or expedient to implement and/or give effect to the transactions contemplated under the General Business Services Agreement.”

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2. “ THAT

• (a) the Tender Services Agreement dated 31 December 2014 entered into between the Company and HCCG (a copy of which has been produced to the Meeting marked “B” and signed by the chairman of the Meeting for the purpose of identification) and the transactions contemplated thereunder including the TS Sub-Contracting Annual Caps for the period with effect from 1 January 2015 and ending on 31 December 2017 be and are hereby approved, confirmed and ratified; and

• (b) the Directors be and are hereby authorised for and on behalf of the Company to do all such acts and take all steps which they may consider necessary, desirable or expedient to implement and/or give effect to the transactions contemplated under the Tender Services Agreement.”

• “ THAT

• (a) the Supporting Services Agreement dated 31 December 2014 entered into between the Company and HCCG (a copy of which has been produced to the Meeting marked “C” and signed by the chairman of the Meeting for the purpose of identification) and the transactions contemplated thereunder including the Supporting Services Annual Caps for the period with effect from 1 January 2015 and ending on 31 December 2017 be and are hereby approved, confirmed and ratified; and

• (b) the Directors be and are hereby authorised for and on behalf of the Company to do all such acts and take all steps which they may consider necessary, desirable or expedient to implement and/or give effect to the transactions contemplated under the Supporting Services Agreement.”

• “ THAT

• (a) the Specialist Works Sub-Contracting Agreement dated 31 December 2014 entered into between the Company and HCCG (a copy of which has been produced to the Meeting marked “D” and signed by the chairman of the Meeting for the purpose of identification) and the transactions contemplated thereunder including the Specialist Works Annual Caps for the period with effect from 1 January 2015 and ending on 31 December 2017 be and are hereby approved, confirmed and ratified; and

• (b) the Directors be and are hereby authorised for and on behalf of the Company to do all such acts and take all steps which they may consider necessary, desirable or expedient to implement and/or give effect to the transactions contemplated under the Specialist Works Sub-Contracting Agreement.”

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1. “ THAT

2. (a) the ISP Works Sub-Contracting Agreement dated 31 December 2014 entered into between the Company and HCCG (a copy of which has been produced to the Meeting marked “E” and signed by the chairman of the Meeting for the purpose of identification) and the transactions contemplated thereunder including the ISP Works Annual Caps for the period with effect from 1 January 2015 and ending on 31 December 2017 be and are hereby approved, confirmed and ratified; and

3. (b) the Directors be and are hereby authorised for and on behalf of the Company to do all such acts and take all steps which they may consider necessary, desirable or expedient to implement and/or give effect to the transactions contemplated under the ISP Works Sub-Contracting Agreement.”

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

Hong Kong, 2 February 2015

Registered office: Clarendon House 2 Church Street Hamilton, HM 11 Bermuda

Principal place of business in Hong Kong: 10th Floor Hsin Chong Center 107-109 Wai Yip Street Kwun Tong, Kowloon Hong Kong

Notes:

1. The resolutions to be considered at the special general meeting will be determined by poll. On voting by poll, each member shall have one vote for each share held in the Company.

2. Any member of the Company entitled to attend and vote at the special general meeting shall be entitled to appoint another person as his proxy to attend and vote instead of him. A member who is the holder of two or more shares may appoint more than one proxy to represent him. A proxy need not be a member of the Company.

3. Where there are joint holders of any share, any one of such persons may vote at the special general meeting either personally or by proxy or by attorney, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders be present at the meeting personally or by proxy or by attorney, then that one of the said persons so present whose name stands first on the register in respect of such share shall alone be entitled to vote in respect thereof.

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1. The instrument appointing a proxy or an attorney and the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of that power of attorney or other authority, shall be deposited at the office of the Company’s Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited, 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong not less than 48 hours before the time for holding the special general meeting or any adjourned meeting thereof. Delivery of an instrument appointing a proxy or a power of attorney shall not preclude a member of the Company from attending and voting in person at the special general meeting or any adjourned meeting, and in such event, the instrument appointing a proxy or power of attorney shall be deemed to be revoked.

2. As at the date of this notice, the Executive Directors of the Company 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, Mr. Kan Fook Yee, Mr. Wong Tsan Kwong and Mr. David Yu Hon To.

This announcement is available for viewing on the Stock Exchange’s website: www.hkexnews.hk and the Company’s website: www.synergis.com.hk.

• For identification purposes only

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