ISP Holdings Limited — Proxy Solicitation & Information Statement 2021

Nov 30, 2021

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) take no responsibility for the contents of this notice, 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 notice.

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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 (the ‘‘SGM’’) of Synergis Holdings Limited (the ‘‘Company’’) will be held at 11:30 a.m. on 23 December 2021 at 8/F., KT336, 334–336 Kwun Tong Road, Kwun Tong, Kowloon, Hong Kong for the purpose of considering and, if thought fit, passing, with or without modifications, the following resolution as an ordinary resolution:

ORDINARY RESOLUTION

‘‘THAT

• (i) the disposal (‘‘Disposal’’) by Synergis Holdings (BVI) Limited (‘‘Seller’’) as seller to Central Luck Developments Limited (‘‘Purchaser’’) as purchaser of the entire equity interest in True Hope Group Limited pursuant to the conditional sale and purchase agreement (‘‘SPA’’) dated 26 November 2021 between the Seller, the Purchaser and the Company (a copy of which is marked ‘‘A’’ and produced to the SGM and initialed by the chairman of the SGM for identification purpose) be and is hereby approved; and

• (ii) the directors of the Company be and are hereby authorized to do all such acts, matters and things as they may consider necessary, desirable or expedient to implement, give effect to the Disposal and the transactions contemplated under the SPA and all matters incidental or ancillary thereto.’’

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and considering and, if thought fit, passing the following resolution as a special resolution:

SPECIAL RESOLUTION

‘‘THAT subject to and conditional upon the approval of the Registrar of Companies in Bermuda being obtained, the English name of the Company be changed from ‘‘Synergis Holdings Limited’’ to ‘‘ISP Holdings Limited’’ and the secondary name of the Company be changed from ‘‘ 昇 捷控股有限 公司 ’’ to ‘‘ 昇 柏控股有限 公司 ’’ (together the ‘‘Proposed Change of Company Name’’), with effect from the date on which the Registrar of Companies in Bermuda registers the new English name in place of the existing English name of the Company and registers such second name as the new secondary name in place of the existing secondary name of the Company as set out in the certificate of incorporation on change of name and the certificate of secondary name to be issued by the Registrar of Companies in Bermuda respectively, and any one director of the Company be and is hereby authorised to do all such acts, deeds and things and execute all such documents as he considers necessary or expedient in connection with the implementation of or in order to give effect to the Proposed Change of Company Name.’’

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

Hong Kong, 1 December 2021

Notes:

1. A shareholder of the Company entitled to attend and vote at the above meeting is entitled to appoint a proxy to attend and vote instead of him. A proxy need not be a shareholder of the Company. If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified in the relevant form of proxy.

2. In order to be valid, the form of proxy together with 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 authority, must be deposited at the Company’s share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof. Delivery of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

3. For determining the entitlement to attend and vote at the SGM, the register of members of the Company will be closed from Monday, 20 December 2021 to Thursday, 23 December 2021, both dates inclusive, during which period no transfer of shares will be registered. In order to qualify for attending and voting at the SGM, all transfers accompanied by the relevant share certificates must be lodged with the Hong Kong share registrar and transfer office of the Company, Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Friday, 17 December 2021.

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1. If there are joint registered holders of a share in the Company, any one of such joint holders may vote at the SGM, either in person or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders is present at the SGM in person or by proxy, that one of the joint holders so present whose name stands first in the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.

2. All resolutions at the SGM will be taken by poll (except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands) pursuant to the Listing Rules.

As at the date of this notice, the Board comprises Mr. Kingston Chu Chun Ho (Chairman) and Ms. Hui Suk Man (Deputy Chairman and Managing Director for the property and facility management) as Executive Directors; and Mr. Lau Man Tak, Mr. Eric Lee Hon Man and Mr. To Chun Wai as Independent Non-executive Directors.

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