ISP Holdings Limited — Proxy Solicitation & Information Statement 2019

Jun 26, 2019

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Synergis Holdings Limited (the ‘‘Company’’), you should at once hand this circular and the enclosed proxy form to the purchaser or transferee, or to the bank, stockbroker, registered dealer in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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

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SYNERGIS HOLDINGS LIMITED 昇 捷控 股 有 限 公 司 (Incorporated in Bermuda with limited liability)

(Stock Code: 02340)

PROPOSED CHANGE OF AUDITOR AND

NOTICE OF SPECIAL GENERAL MEETING

A notice convening the special general meeting of the Company (‘‘SGM’’) to be held at 72nd Floor, The Center, 99 Queen’s Road Central, Central, Hong Kong on Monday, 15 July 2019 at 10:30 a.m. is set out on pages 5 to 6 of this circular. Whether or not you are able to attend the SGM, you are requested to complete and sign the enclosed proxy form in accordance with the instructions printed thereon and return it to the Company’s Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the SGM or any adjournment thereof. Completion and return of the proxy form shall not preclude you from attending and voting in person at the SGM or any adjourned meeting thereof should you so wish.

27 June 2019

CONTENTS

		Page
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from	the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
Notice of Special General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		5

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DEFINITIONS

In this circular, unless the context requires otherwise, the following expressions have the following meanings:

• ‘‘BDO’’ BDO Limited, the proposed new auditor of the Company; ‘‘Board’’ the board of Directors;

• ‘‘Bye-laws’’ the bye-laws of the Company, as amended from time to time, and ‘‘Bye-law’’ construes any bye-law thereof;

• ‘‘Company’’ Synergis Holdings Limited, a company incorporated in Bermuda with limited liability whose Shares are listed on the main board of the Stock Exchange;

• ‘‘Director(s)’’ the director(s) of the Company;

• ‘‘Group’’ the Company and its subsidiaries from time to time;

• ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of The People’s Republic of China;

• ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange, as amended from time to time;

• ‘‘Proposed Appointment’’ the proposed appointment of BDO as the new auditor of the Company, subject to the approval of the Shareholders at the SGM;

• ‘‘Proposed Change of Auditor’’ collectively, the Resignation and the Proposed Appointment;

• ‘‘PwC’’ PricewaterhouseCoopers, the resigned auditor of the Company;

• ‘‘Resignation’’ the resignation of PwC as the auditor of the Company;

• ‘‘SGM’’ the special general meeting of the Company to be convened for the purpose of considering and, if thought fit, passing the resolution for the Proposed Appointment to be held on Monday, 15 July 2019 at 10:30 a.m. or any adjournment thereof;

• ‘‘SGM Notice’’ the notice of the SGM which is set out on pages 5 to 6 of this circular;

• ‘‘Share(s)’’ ordinary share(s) of HK$0.10 each in the share capital of the Company;

• ‘‘Shareholder(s)’’ holder(s) of the Share(s); and

• ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited.

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LETTER FROM THE BOARD

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SYNERGIS HOLDINGS LIMITED 昇 捷控 股 有 限 公 司

(Incorporated in Bermuda with limited liability)

(Stock Code: 02340)

Executive Directors:

Mr. Kingston Chu Chun Ho (Chairman) Ms. Hui Suk Man (Deputy Chairman and Managing Director for the property and facility management)

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

Independent Non-executive Directors: Mr. Lau Man Tak Mr. Eric Lee Hon Man Dr. Wong Yun Kuen

Principal Place of Business in Hong Kong: 7th Floor Linkchart Centre 2 Tai Yip Street Kwun Tong, Kowloon Hong Kong 27 June 2019

To the Shareholders,

Dear Sir or Madam

PROPOSED CHANGE OF AUDITOR AND

NOTICE OF SPECIAL GENERAL MEETING

(A) INTRODUCTION

The purpose of this circular is to provide Shareholders with the information in respect of the Proposed Change of Auditor and the notice of the SGM.

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LETTER FROM THE BOARD

(B) PROPOSED CHANGE OF AUDITOR

Reference is made to the announcement of the Company dated 21 June 2019 in relation to the Proposed Change of Auditor. The Board announced that PwC had resigned as the auditor of the Company with effect from 19 June 2019, as the Company and PwC could not reach a consensus on the audit fees for the financial year ending 31 December 2019. The Board resolved, as recommended by the audit committee of the Company (the ‘‘Audit Committee’’), to propose the appointment of BDO as the new auditor of the Company to fill the casual vacancy arising from the Resignation and to hold office until the conclusion of the next annual general meeting of the Company. Pursuant to the Bye-laws, the Proposed Appointment will be subject to the approval by the Shareholders at the SGM.

The Company is incorporated under the laws of Bermuda and to the knowledge of the Board there is no requirement under the laws of Bermuda for the resigned auditor to confirm whether or not there is any circumstance connected with its resignation which it considers should be brought to the attention of the Shareholders and the creditors of the Company. PwC has therefore not issued such confirmation.

The Board and the Audit Committee confirm that there are no other matters or circumstances in connection with the Resignation that need to be brought to the attention of the Shareholders or the creditors of the Company.

Accordingly, the Board proposed to seek the approval of the Shareholders by way of an ordinary resolution at the SGM for the Proposed Appointment. The Proposed Appointment shall come into effect upon the passing of such ordinary resolution by the Shareholders at the SGM.

The Board believes that the Proposed Change of Auditor will not affect the review of financial statements and the release of interim results of the Group for the six months ending 30 June 2019 provided that the required Shareholders’ approval at the SGM for the Proposed Appointment is duly given.

(C) SGM

The SGM Notice convening the SGM to be held at 72nd Floor, the Center, 99 Queen’s Road Central, Central, Hong Kong on Monday, 15 July 2019 at 10:30 a.m. is set out on pages 5 to 6 of this circular.

Enclosed with this circular is the proxy form for use at the SGM and at any adjournment thereof. Whether or not you are able to attend the SGM, you are requested to complete, sign and return the enclosed proxy form in accordance with the instructions printed thereon to the Company’s Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the SGM or any adjournment thereof. Completion and return of the proxy form shall not preclude you from attending and voting in person at the SGM or any adjourned meeting thereof should you so wish.

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LETTER FROM THE BOARD

(D) VOTING BY WAY OF POLL

Pursuant to Rule 13.39(4) of the Listing Rules and Bye-law 66, any vote of Shareholders at a general meeting must be taken by way of poll, subject to certain exceptions. Therefore, the resolution proposed at the SGM shall be voted by poll. The results of the poll will be announced in accordance with Rule 13.39(5) of the Listing Rules after the conclusion of the SGM. No Shareholder is required to abstain from voting at the SGM.

(E) RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive; and there are not other matters the omission of which would make any statement in this circular misleading.

(F) RECOMMENDATION

The Directors considered that the Proposed Change of Auditor is in the best interests of the Company and the Shareholders as a whole and recommend the Shareholders to vote in favour of relevant resolution to be proposed at the SGM.

Yours faithfully, For and on behalf of the Board Synergis Holdings Limited Kingston Chu Chun Ho Chairman

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NOTICE OF SPECIAL GENERAL MEETING

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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 a special general meeting of Synergis Holdings Limited (the ‘‘Company’’) will be held at 72nd Floor, The Center, 99 Queen’s Road Central, Central, Hong Kong on Monday, 15 July 2019 at 10:30 a.m. for the purpose of considering and, if thought fit, passing the following resolution as an ordinary resolution of the Company, with or without amendments:

ORDINARY RESOLUTION

‘‘THAT BDO Limited be and is hereby appointed as the auditor of the Company to fill the vacancy arising from the resignation of PricewaterhouseCoopers, and to hold office until the conclusion of the next annual general meeting of the Company and that the board of directors of the Company be authorised to fix its remuneration.’’

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

Hong Kong, 27 June 2019

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

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NOTICE OF SPECIAL GENERAL MEETING

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 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.

4. To be valid, any instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power of attorney or other authority, shall be deposited at the Company’s Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong not less than 48 hours before the time appointed for holding the special general meeting or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude a member from attending and voting in person at the special general meeting and in such event, the form of proxy shall be deemed to be revoked.

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