ISP Holdings Limited — Proxy Solicitation & Information Statement 2018

Apr 23, 2018

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 昇 捷控 股 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 28th Floor, One International Finance Centre, 1 Harbour View Street, Central, Hong Kong on Friday, 18 May 2018 at 10:30 a.m. for the purposes of considering and, if thought fit, passing, with or without amendments, the following resolution. Unless otherwise indicated, capitalised terms used in this notice and the following resolution shall have the same meanings as those defined in the circular of the Company dated 24 April 2018 of which this notice convening the Meeting forms part.

ORDINARY RESOLUTION

‘‘THAT

• (a) the ISP Works Master Agreement, a copy of which is tabled at the meeting and marked ‘‘A’’ and initialled by the chairman of the meeting for identification purpose, and the transactions contemplated thereunder, be and are hereby confirmed and approved;

• (b) the Annual Caps under the ISP Works Master Agreement be and are hereby approved; and

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• (c) any one Director of the Company, or any two Directors of the Company if the affixation of the common seal is necessary, be and is/are hereby authorised for and on behalf of the Company to execute all such other documents, instruments and agreements and to do all such acts or things deemed by him/them to be incidental to, ancillary to or in connection with the matters contemplated in and completion of the ISP Works Master Agreement.’’

By order of the Board Synergis Holdings Limited Eric Chan Kwong Leung Company Secretary

Hong Kong, 24 April 2018

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

Principal Place of Business in Hong Kong: 7th Floor, Linkchart Centre 2 Tai Yip Street Kwun Tong, Kowloon Hong Kong

Notes:

1. The resolution 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 needs 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.

4. 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.

5. As at the date of this notice, the Executive Directors of the Company are Mr. Kingston Chu Chun Ho (Chairman) and Mr. Terence Leung Siu Cheong (Deputy Chairman and Managing Director); and the Independent Non-executive Directors are Mr. Kan Fook Yee, Mr. Lau Man Tak, Mr. Eric Lee Hon Man and Dr. Wong Yun Kuen.

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