ISP Holdings Limited — Proxy Solicitation & Information Statement 2025

Apr 16, 2025

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 ISP 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.

ISP HOLDINGS LIMITED

昇柏控股有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 02340)

PROPOSALS IN RELATION TO

(1) RE-ELECTION OF DIRECTORS; AND

(2) GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES; AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of the Company ("AGM") to be held at 3/F., Hay Nien Building, No. 1 Tai Yip Street, Kwun Tong, Kowloon, Hong Kong on Friday, 30 May 2025 at 10:30 a.m. is set out on pages 15 to 19 of this circular. Whether or not you are able to attend the AGM, 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 and transfer office, 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 AGM or any adjournment thereof. Completion and return of the proxy form shall not preclude you from attending and voting in person at the AGM or any adjourned meeting thereof should you so wish.

17 April 2025

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CONTENTS

Page

Definitions 1

Letter from the Board 3

Appendix I — Biographical Details of Directors Offering for Re-election 7

Appendix II — Explanatory Statement on Repurchase Mandate 11

Notice of Annual General Meeting 15

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DEFINITIONS

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

"AGM"
the annual general meeting of the Company to be held at 3/F., Hay Nien Building, No. 1 Tai Yip Street, Kwun Tong, Kowloon, Hong Kong on Friday, 30 May 2025 at 10:30 a.m. or any adjournment thereof;

"AGM Notice"
the notice convening the AGM as set out on pages 15 to 19 of this circular;

"associates"
has the same meaning ascribed to it under the Listing Rules;

"Board"
the board of Directors;

"Bye-laws"
the bye-laws of the Company, currently in force, and "Bye-law" construes any bye-law thereof;

"Company"
ISP Holdings Limited, a company incorporated in Bermuda with limited liability whose Shares are listed on the Main Board of the Stock Exchange;

"connected person"
has the same meaning ascribed to it under the Listing Rules;

"controlling shareholder"
has the same meaning ascribed to it under the Listing Rules;

"Director(s)"
the director(s) of the Company;

"Group"
the Company and its subsidiaries from time to time;

"HK$"
Hong Kong dollar(s), the lawful currency of Hong Kong;

"Hong Kong"
the Hong Kong Special Administrative Region of The People's Republic of China;

"Latest Practicable Date"
11 April 2025, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained therein;

"Listing Rules"
the Rules Governing the Listing of Securities on The Stock Exchange, as amended from time to time;

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DEFINITIONS

“SFO”
the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended from time to time;

“Share(s)”
ordinary share(s) of HK$0.01 each in the share capital of the Company;

“Shareholder(s)” or “member(s)”
holder(s) of the Share(s);

“Stock Exchange”
The Stock Exchange of Hong Kong Limited;

“Subsidiary”
a company which is for the time being and from time to time a subsidiary (within the meaning of the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) or Section 86 of the Companies Act 1981 of Bermuda, whether incorporated/established in Hong Kong, Bermuda, the British Virgin Islands, the People’s Republic of China or elsewhere) of the Company and “Subsidiaries” shall be construed accordingly;

“substantial shareholder”
has the same meaning ascribed to it under the Listing Rules;

“Takeovers Code”
The Code on Takeovers and Mergers published by Securities and Futures Commission, as amended from time to time;

“treasury shares”
has the same meaning as defined in the Listing Rules; and

“%”
per cent.

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LETTER FROM THE BOARD

ISP

ISP HOLDINGS LIMITED

昇柏控股有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 02340)

Executive Directors:
Mr. Kingston Chu Chun Ho (Chairman)
Ms. Leung Yuet Ngor

Non-executive Director:
Mr. Lam Chun Kit

Independent Non-executive Directors:
Mr. Lau Man Tak
Mr. Eric Lee Hon Man
Mr. To Chun Wai

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

Principal Place of Business in Hong Kong:
3/F., Hay Nien Building
No. 1 Tai Yip Street
Kwun Tong, Kowloon
Hong Kong

17 April 2025

To the Shareholders,
Dear Sir or Madam

PROPOSALS IN RELATION TO

(1) RE-ELECTION OF DIRECTORS; AND
(2) GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES; AND

NOTICE OF ANNUAL GENERAL MEETING

(A) INTRODUCTION

The purpose of this circular is to provide you with the AGM Notice, and the information regarding the resolutions to be proposed at the AGM relating to, among others, (i) the re-election of the Directors who are going to retire and stand for re-election at the AGM; and (ii) the grant to the Directors of the Issue Mandate (as defined below), the Repurchase Mandate (as defined below) and the extension of the Issue Mandate (as defined below) to include the Shares repurchased under the Repurchase Mandate (as defined below), if any.

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LETTER FROM THE BOARD

(B) RE-ELECTION OF DIRECTORS

In accordance with Bye-laws 87(1) and 87(2), Mr. Kingston Chu Chun Ho and Mr. Lam Chun Kit shall retire by rotation, and being eligible, have expressed their willingness to offer themselves for re-election at the AGM.

Ms. Leung Yuet Ngor was appointed by the Board as an Executive Director with effect from 19 November 2024. In accordance with Bye-law 86(2), Ms. Leung Yuet Ngor shall hold office until the next following annual general meeting of the Company. She, being eligible, has offered herself for re-election at the AGM.

The Nomination Committee has reviewed the structure and composition of the Board, the confirmations and disclosures given by the Directors, the qualifications, skills and experience, time commitment and contribution of the retiring Directors with reference to the Company's Board Diversity Policy and Nomination Policy. The Board, having considered the recommendation of the Nomination Committee, is of the view that Mr. Kingston Chu Chun Ho, Ms. Leung Yuet Ngor and Mr. Lam Chun Kit will bring valuable perspectives, knowledge, skills and experience to the Board for its efficient and effective functioning and their re-election will continue to contribute to the diversity of the Board appropriate to the requirements of the Company's business.

The biographical details of all the retiring Directors are set out in Appendix I to this circular.

(C) GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

At the last annual general meeting of the Company held on Friday, 31 May 2024, general mandates were granted to the Directors to exercise the powers of the Company to allot, issue and deal with additional Shares and repurchase issued and fully paid Shares. These general mandates will lapse at the conclusion of the AGM and therefore, ordinary resolutions will be proposed at the AGM to grant fresh general mandates as follows:

(i) to grant to the Directors a general and unconditional mandate to allot, issue and deal with additional Shares (including any sale or transfer of treasury shares, if any) not exceeding twenty per cent (20%) of the total number of Shares in issue (excluding treasury shares, if any) as at the date of the passing of the relevant ordinary resolution (i.e. not exceeding 84,970,000 Shares based on the total number of Shares in issue of 424,850,000 Shares as at the Latest Practicable Date and on the assumption that no further Shares will be issued and allotted prior to the passing of the relevant ordinary resolution at the AGM) (the "Issue Mandate");

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LETTER FROM THE BOARD

(ii) to grant to the Directors a general and unconditional mandate to exercise all the powers of the Company to purchase or repurchase issued Shares not exceeding ten per cent (10%) of the total number of Shares in issue (excluding treasury shares, if any) as at the date of the passing of the relevant ordinary resolution (the "Repurchase Mandate"); and

(iii) conditional upon the passing of the ordinary resolutions to grant the Issue Mandate and the Repurchase Mandate, to extend the Issue Mandate by the addition thereto of the number of Shares repurchased by the Company pursuant to the Repurchase Mandate.

Full text of the relevant ordinary resolutions in relation to the general mandates described in (i), (ii) and (iii) above are set out as resolutions no. 4(1), 4(2) and 4(3) respectively in the AGM Notice.

An explanatory statement in compliance with Rule 10.06(1)(b) of the Listing Rules for providing Shareholders with all the information reasonably necessary to make an informed decision on whether to vote for or against the ordinary resolution to approve the Repurchase Mandate is set out in Appendix II to this circular.

(D) AGM

The AGM Notice convening the AGM to be held at 3/F., Hay Nien Building, No. 1 Tai Yip Street, Kwun Tong, Kowloon, Hong Kong on 30, May 2025 at 10:30 a.m. is set out on pages 15 to 19 of this circular.

Enclosed with this circular is the proxy form for use at the AGM. Whether or not you are able to attend the AGM, 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 and transfer office, 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 AGM or any adjournment thereof. Completion and return of the proxy form shall not preclude you from attending and voting in person at the AGM or any adjourned meeting thereof should you so wish.

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.

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LETTER FROM THE BOARD

(E) RECOMMENDATION

The Directors are pleased to recommend the Shareholders to vote for the re-election of all the retiring Directors who are going to stand for re-election at the AGM. Besides, the Directors consider that (i) the grant of the Issue Mandate; (ii) the grant of the Repurchase Mandate; and (iii) the extension of the Issue Mandate are all in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors also recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM.

(F) GENERAL

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 no other matters the omission of which would make any statement herein or this circular misleading.

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

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APPENDIX I

BIOGRAPHICAL DETAILS OF DIRECTORS OFFERING FOR RE-ELECTION

To enable the Shareholders to make an informed decision on the re-election of the retiring Directors, we set out below the biographical details of the retiring Directors for the information of Shareholders.

1. Mr. Kingston Chu Chun Ho (aged 39)

Mr. Kingston Chu Chun Ho (“Mr. Chu”) was appointed as an Executive Director and the Chairman with effect from 9 March 2017. He is also the Chairman of the Investment Committee of the Company and a member of each of the Executive Committee, the Nomination Committee and the Remuneration Committee of the Company.

Mr. Chu is a licensed person under Securities and Futures Ordinance for Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities for Kingston Securities Limited and Kingston Corporate Finance Limited, respectively. Mr. Chu is a member of General Committee of The Chamber of Hong Kong Listed Companies, vice president of Hong Kong CPPCC Youth Association, vice director of Youth Committee of HKCPPCC (Provincial) Members Association, vice president of Federation of Hong Kong Guangxi Community Organisations, vice chairman of Hong Kong Guangdong Youth Association, honorary chairman of Hong Kong Guangxi Youth Organisations and founder chairman of Youth Committee of Hong Kong Federation of Dongguan Associations. Mr. Chu holds a Bachelor Degree of Science in Business Administration from the University of Southern California in the U.S.A.

Mr. Chu has been an executive director of Kingston Financial Group Limited since 21 August 2015, the shares of which were withdrawn voluntarily from listing on the Stock Exchange on 27 February 2023. He has also been an executive director of Sincere Watch (Hong Kong) Limited (stock code: 444) since 29 May 2012 (which is listed on the main board of the Stock Exchange) and was then re-designated as a non-executive director since 1 February 2023 until his resignation on 29 June 2023.

He is the son of Mrs. Chu Yuet Wah, the ultimate beneficial owner of Champ Key Holdings Limited, which is the controlling shareholder of the Company.

Save as disclosed above, as at the Latest Practicable Date, Mr. Chu (i) did not hold any other major appointments and has not held any position or directorship in any other listed public companies during the last three years preceding the Latest Practicable Date; (ii) did not have any relationship with any Directors, senior management, or substantial or controlling shareholders of the Company; and (iii) did not hold any other position with the Company and its subsidiaries.

As at the Latest Practicable Date, Mr. Chu did not have any interest in the Shares within the meaning of Part XV of the SFO.

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APPENDIX I

BIOGRAPHICAL DETAILS OF DIRECTORS OFFERING FOR RE-ELECTION

A service agreement was entered into between Mr. Chu and the Company regarding the appointment of an Executive Director and the Chairman for a term of three years commencing from 9 March 2023 up to and including 8 March 2026 (subject to termination by three months' notice in writing or payment in lieu of notice). Mr. Chu is subject to retirement by rotation and re-election at annual general meeting of the Company at least once every three years pursuant to the Bye-laws.

Pursuant to the service agreement, Mr. Chu is entitled to receive an annual Director's fee for acting as an Executive Director, an annual remuneration and a management bonus commensurate with his performance and subject to the discretion of the Board. For the financial year ended 31 December 2024, Mr. Chu received (i) an annual Director's fee of HK$150,000; and (ii) an annual remuneration of HK$1,200,000. His remuneration package is determined with reference to his duties and responsibilities in the Company, the respective remuneration policy of the Company and the prevailing market situation (subject to review by the Board from time to time).

1. Ms. Leung Yuet Ngor (aged 59)

Ms. Leung Yuet Ngor ("Ms. Leung") has been appointed as an Executive Director since 19 November 2024.

Ms. Leung is currently the Senior Contract Service Officer of the Company. She specializes in construction contract management and possesses extensive knowledge in quantity surveying and commercial management. Before joining the Company, Ms. Leung worked as contracts manager, project manager and/or quantity surveyor for a number of leading local construction and engineering companies for over 35 years and amassed profound experience in a wide variety of construction projects in Hong Kong. She graduated from The University of Hong Kong with a bachelor's degree in quantity surveying and is also a member of the Royal Institution of Chartered Surveyors.

Save as disclosed above, as at the Latest Practicable Date, Ms. Leung (i) did not hold any other major appointments and has not held any position or directorship in any other listed public companies during the last three years preceding the Latest Practicable Date; (ii) did not have any relationship with any Directors, senior management, or substantial or controlling shareholders of the Company; and (iii) did not hold any other position with the Company and its subsidiaries.

As at the Latest Practicable Date, Ms. Leung did not have any interest in the Shares within the meaning of Part XV of the SFO.

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APPENDIX I

BIOGRAPHICAL DETAILS OF DIRECTORS OFFERING FOR RE-ELECTION

Pursuant to Ms. Leung’s letter of appointment with the Company, she was appointed as an Executive Director for a term of one year commencing from 19 November 2024 up to and including 18 November 2025 (which is renewable upon expiry). Ms. Leung is subject to retirement by rotation and re-election at the annual general meeting of the Company at least once every three years in accordance with the Bye-laws. She will not receive any Director’s fee from the Group. Her monthly salary as the Senior Contract Service Officer of the Company is HK$176,001 pursuant to the employment contract entered into between her and a subsidiary of the Company on 1 August 2022. Her remuneration package is determined with reference to her duties and responsibilities in the Company, the remuneration policy of the Company and the prevailing market situation (subject to review by the Board from time to time).

1. Mr. Lam Chun Kit (aged 51)

Mr. Lam Chun Kit (“Mr. Lam”) was appointed as a Non-executive Director with effect from 16 February 2022. He is also a member of the Investment Committee of the Company.

Mr. Lam is the financial controller of VMS Investment Group Limited, which is an investment company specializing in equity investments, private equity investments and structured financing.

Before that, Mr. Lam worked in a private group engaging in investment properties and oil and gas industry as head of finance control, and in international audit firms over 10 years. Mr. Lam has developed extensive experience in finance and accounting, treasury, tax and corporate governance. Mr. Lam graduated from The Hong Kong Polytechnic University with a bachelor’s degree of Arts in Accountancy. He is also a member of The Hong Kong Institute of Certified Public Accountants.

Save as disclosed above, as at the Latest Practicable Date, Mr. Lam (i) did not hold any other major appointments and has not held any position or directorship in any other public listed companies during the last three years preceding the Latest Practicable Date; (ii) did not have any relationship with any Directors, senior management, or substantial or controlling shareholders of the Company; and (iii) did not hold any other position with the Company and its subsidiaries.

As at the Latest Practicable Date, Mr. Lam did not have any interest in the Shares within the meaning of Part XV of the SFO.

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APPENDIX I

BIOGRAPHICAL DETAILS OF DIRECTORS OFFERING FOR RE-ELECTION

Pursuant to Mr. Lam’s letter of appointment with the Company, his appointment has been renewed for one year commencing from 16 February 2025 up to and including 15 February 2026 (which is renewable upon expiry). Mr. Lam is subject to retirement by rotation and re-election at the annual general meeting of the Company at least once every three years in accordance with the Bye-laws. He is entitled to receive an annual Director’s fee of HK$600,000 for acting as a Non-executive Director, which is determined with reference to his duties and responsibilities in the Company, the remuneration policy of the Company and the prevailing market situation (subject to review by the Board from time to time).

Save as disclosed above, there is no information to be disclosed pursuant to the requirements of Rules 13.51(2) of the Listing Rules nor are there any other matters that need to be brought to the attention of the Shareholders in respect of the re-election of the abovenamed retiring Directors.

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APPENDIX II EXPLANATORY STATEMENT ON REPURCHASE MANDATE

This appendix contains the explanatory statement, as required under the Listing Rules, to provide to the Shareholders with the requisite information in connection with the Repurchase Mandate.

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 424,850,000 fully paid Shares and 80,000,000 convertible preference shares and the Company does not have any treasury shares.

Subject to the passing of the ordinary resolution no. 4(2) set out in the AGM Notice for approving the Repurchase Mandate and on the basis that no further Shares will be issued or repurchased prior to the AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 42,485,000 Shares during the period in which the Repurchase Mandate remains in force. Any Shares repurchased pursuant to the Repurchase Mandate must be fully paid-up.

1. REASONS FOR REPURCHASES

The Directors believe that the Repurchase Mandate is in the interests of the Company and the Shareholders as a whole. Such repurchases may, depending on market conditions and funding arrangements at that time, lead to an enhancement of the net assets and/or earnings per Share. The Directors will decide on the number of Shares to be repurchased on each occasion and the price and other terms upon which the same is repurchased at relevant time having regard to the circumstances then pertaining and they will do so only when they believe that such repurchases will benefit the Company and the Shareholders as a whole. At present, the Directors have no intention to repurchase any Shares.

1. FUNDING OF REPURCHASES

In repurchasing Shares, the Company will only apply funds legally available for such purpose in accordance with the Bye-laws and the applicable laws of Bermuda. It is envisaged that such repurchases would be paid out of the capital paid up on the repurchased Shares, or the funds of the Company otherwise available for dividend or distribution, or the proceeds of a fresh issue of Shares made for the purpose. Any premium payable on a repurchase would be provided out of funds of the Company otherwise available for dividend or distribution or the Company's share premium account.

In the event that the Repurchase Mandate were to be exercised in full at any time during the period which the Repurchase Mandate remains in force, there might be a material adverse impact on the working capital but possibly not the gearing position of the Company as compared to the consolidated financial position of the Company as at 31 December 2024 (being the date to which the latest published audited consolidated

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APPENDIX II EXPLANATORY STATEMENT ON REPURCHASE MANDATE

financial statements of the Company were made up). The Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse impact on the working capital or the gearing position of the Company which in the opinion of the Directors is from time to time appropriate for the Company.

4. GENERAL

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their associates have any present intention to sell Shares to the Company in the event that the Repurchase Mandate is approved by the Shareholders.

No core connected persons of the Company have notified the Company that they have a present intention to sell Shares to the Company, or have undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.

The Directors will exercise the powers of the Company to make repurchases pursuant to the Repurchase Mandate in accordance with the Listing Rules, the Bye-laws and the applicable laws of Bermuda. Neither the Explanatory Statement in this Appendix II nor the Repurchase Mandate has any unusual features.

The Company may cancel any repurchased Shares and/or hold them as treasury shares subject to, among others, applicable laws, market conditions and the Group's capital management needs at the relevant time of the repurchases.

For any treasury shares deposited with the Central Clearing and Settlement System ("CCASS") pending resale on the Stock Exchange, the Company shall (i) procure its broker not to give any instructions to HKSCC Nominees Limited to vote at general meetings of the Company for the treasury shares deposited with CCASS; (ii) in the case of dividends or distributions, withdraw the treasury shares from CCASS, and either re-register them in its own name as treasury shares or cancel them, in each case before the record date for the dividends or distributions; or (iii) take any other measures to ensure that it will not exercise any shareholders' rights or receive any entitlements which would otherwise be suspended under the applicable laws if those shares were registered in its own name as treasury shares.

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APPENDIX II EXPLANATORY STATEMENT ON REPURCHASE MANDATE

5. EFFECT OF THE TAKEOVERS CODE

If, as a result of a repurchase of Shares, a Shareholder's proportionate interest in the voting rights of the Company is increased, such increase will be treated as an acquisition for the purpose of Rule 32 of the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert (within the meaning of the Takeovers Code), may obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, Mrs. Chu Yuet Wah ("Mrs. Chu") was interested in 225,518,633 Shares, representing approximately 53.08% of the total number of Shares in issue (excluding treasury shares, if any), through her wholly and beneficially owned company, Champ Key Holdings Limited.

In the event that the Repurchase Mandate was to be exercised in full, then (if the present shareholdings otherwise remained the same) the shareholding in the Company of Mrs. Chu would increase to approximately 58.98% of the total number of Shares in issue (excluding treasury shares, if any). It is considered that such increase will not give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code. The Directors have no present intention to exercise the Repurchase Mandate to such an extent as would give rise to this obligation.

The Directors do not intend to exercise the Repurchase Mandate to an extent which will result in the number of Shares held in the hands of the public falling below the prescribed limit under the Listing Rules.

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APPENDIX II EXPLANATORY STATEMENT ON REPURCHASE MANDATE

6. SHARE PRICES

The highest and lowest prices at which the Shares were traded on the Stock Exchange during each of the previous 12 calendar months preceding the Latest Practicable Date and up to that date were as follows:

	Price per Share
	Highest
HK$	Lowest
HK$
2024
April	0.240	0.186
May	0.260	0.200
June	0.239	0.200
July	0.239	0.190
August	0.215	0.170
September	0.208	0.179
October	0.260	0.198
November	0.225	0.196
December	0.235	0.191
2025
January	0.235	0.198
February	0.235	0.195
March	0.241	0.186
April (up to the Latest Practicable Date)	0.208	0.186

7. SHARE PURCHASES MADE BY THE COMPANY

The Company did not purchase any of the Shares (whether on the Stock Exchange or otherwise) in the six months immediately preceding the Latest Practicable Date.

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NOTICE OF ANNUAL GENERAL MEETING

ISP

ISP HOLDINGS LIMITED

昇柏控股有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 02340)

NOTICE IS HEREBY GIVEN that the annual general meeting of ISP Holdings Limited (the "Company") will be held at 3/F., Hay Nien Building, No. 1 Tai Yip Street, Kwun Tong, Kowloon, Hong Kong on Friday, 30 May 2025 at 10:30 a.m. for the following purposes:

1. To receive and adopt the audited consolidated financial statements and the directors' report and the independent auditor's report of the Company for the year ended 31 December 2024.

2. To re-elect the following retiring directors of the Company and authorise the board of directors of the Company to fix the directors' remuneration:

(i) to re-elect Mr. Kingston Chu Chun Ho as an Executive Director;
(ii) to re-elect Ms. Leung Yuet Ngor as an Executive Director;
(iii) to re-elect Mr. Lam Chun Kit as a Non-executive Director; and
(iv) to authorise the board of directors of the Company to fix the directors' remuneration for the year ending 31 December 2025.

1. To re-appoint BDO Limited as the auditor of the Company for the ensuing year and authorise the board of directors of the Company to fix the auditor's remuneration.

2. As special business, to consider and, if thought fit, pass with or without modifications, the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

(1) "THAT:

(a) subject to paragraph (b) of this resolution no. 4(1), the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and otherwise deal with additional shares in the capital of the Company (including any sale and transfer of treasury shares out of treasury) and to make or grant offers, agreements and options (including warrants, bonds, debentures, notes and other securities which carry rights of subscription for or conversion into shares of the Company) which would or might require the exercise of such powers during or after the end of the Relevant Period be and is hereby generally and unconditionally approved;

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NOTICE OF ANNUAL GENERAL MEETING

(b) the aggregate number of shares allotted, issued or otherwise dealt with, or agreed conditionally or unconditionally to be allotted, issued or otherwise dealt with, (whether pursuant to an option or otherwise) by the directors of the Company pursuant to the approval in paragraph (a) of this resolution no. 4(1), otherwise than pursuant to or in consequence of:

(i) a Rights Issue (as hereinafter defined); or
(ii) the exercise of rights of subscription or conversion under the terms of any existing warrants, bonds, debentures, notes or other securities issued by the Company; or
(iii) the exercise of any options granted under any share option scheme or similar arrangement for the time being adopted by the Company for the grant or issue to eligible participants of shares of the Company or rights to acquire shares of the Company; or
(iv) any scrip dividend or similar arrangement providing for the allotment and issue of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the Bye-laws of the Company from time to time; or
(v) a specific authority granted by the shareholders of the Company in general meeting,

shall not exceed twenty per cent (20%) of the total number of shares of the Company in issue (excluding treasury shares, if any) at the date of the passing of this resolution no. 4(1), and the said approval shall be limited accordingly; and

(c) for the purposes of this resolution no. 4(1), "Relevant Period" means the period from (and including) the date of the passing of this resolution no. 4(1) until whichever is the earliest of:

(i) the conclusion of the next annual general meeting of the Company; or
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws of the Company or any applicable laws of Bermuda to be held; or
(iii) the revocation or variation of the authority given under this resolution no. 4(1) by the passing of an ordinary resolution by the shareholders of the Company in general meeting; and

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NOTICE OF ANNUAL GENERAL MEETING

"Rights Issue" means an offer of shares of the Company, or an offer of warrants, options or other securities which carry rights to subscribe for or purchase shares of the Company, open for a period fixed by the directors of the Company to holders of shares of the Company on the registers of members of the Company (and, where appropriate, to holders of other securities of the Company entitled to the offer) on a fixed record date in proportion to their then holdings of such shares of the Company (or, where appropriate, such other securities) (subject in all cases to such exclusions or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any jurisdiction or territory outside Hong Kong).

(2) "THAT:

(a) subject to paragraph (b) of this resolution no. 4(2), the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to purchase or repurchase issued shares in the capital of the Company on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or on any other stock exchange on which the shares of the Company may be listed and is recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and/or the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

(b) the total number of shares of the Company in issue which may be purchased or repurchased by the Company pursuant to the approval in paragraph (a) of this resolution no. 4(2) shall not exceed ten per cent (10%) of the total number of shares of the Company in issue (excluding treasury shares, if any) at the date of the passing of this resolution no. 4(2), and the said approval shall be limited accordingly; and

(c) for the purposes of this resolution no. 4(2), "Relevant Period" means the period from (and including) the date of the passing of this resolution no. 4(2) until whichever is the earliest of:

(i) the conclusion of the next annual general meeting of the Company; or

(ii) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws of the Company or any applicable laws of Bermuda to be held; or

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NOTICE OF ANNUAL GENERAL MEETING

(iii) the revocation or variation of the authority given under this resolution no. 4(2) by the passing of an ordinary resolution by the shareholders of the Company in general meeting.”

(3) “THAT conditional upon the passing of resolutions nos. 4(1) and 4(2) set out in the notice of this meeting, the general mandate granted to the directors of the Company pursuant to resolution no. 4(1) set out in the notice of this meeting and for the time being in force to exercise the powers of the Company to allot, issue and otherwise deal with additional shares in the capital of the Company and to make or grant offers, agreements and options (including warrants, bonds, debentures, notes and other securities which carry rights of subscription for or conversion into shares of the Company) be and is hereby extended by the addition thereto of an amount representing the aggregate number of shares of the Company purchased or repurchased by the Company under the authority granted pursuant to resolution no. 4(2) set out in the notice of this meeting, provided that such extended amount shall not exceed ten per cent (10%) of the total number of shares of the Company in issue (excluding treasury shares, if any) at the date of the passing of this resolution.”

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

Hong Kong, 17 April 2025

Notes:

(i) Any member entitled to attend and vote at the annual general meeting shall be entitled to appoint a 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. A proxy needs not be a member of the Company.

(ii) In the case of joint holders of any share, any one of such joint holders may vote, either in person or by proxy or in the case of a corporation by its duly authorised representative, in respect of such share at the annual general meeting as if he were solely entitled thereto, but if more than one of such joint holders be present in person or by proxy or in the case of a corporation by its duly authorised representative at the meeting, then one of the persons so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.

(iii) 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 and transfer office, 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 annual general meeting or any adjourned meeting thereof. Completion and delivery of the proxy form will not preclude a member from attending and voting in person at the annual general meeting or any adjourned meeting thereof should he/she so wish.

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NOTICE OF ANNUAL GENERAL MEETING

(iv) The Register of Members of the Company will be closed from Tuesday, 27 May 2025 to Friday, 30 May 2025 both days inclusive (Hong Kong time), for the purpose of ascertaining shareholders’ entitlement to attend and vote at the 2025 annual general meeting. In order to be entitled to attend and vote at the annual general meeting, all share transfer documents accompanied by the relevant share certificates must be lodged for registration with the Company’s Hong Kong branch share registrar and transfer office, Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong no later than 4:30 p.m. on Monday, 26 May 2025 (Hong Kong time).

During the period mentioned in paragraph (iv) above, no transfers of shares will be registered.

(v) With regard to the proposed resolutions under agenda item 2 of this notice of annual general meeting, the board of directors of the Company recommends that the retiring directors, namely, Mr. Kingston Chu Chun Ho, Ms. Leung Yuet Ngor and Mr. Lam Chun Kit be re-elected as directors of the Company.

(vi) With regard to the proposed resolutions under agenda item 4 of this notice of annual general meeting, the directors of the Company wish to state that they have no immediate plans to issue any new shares or repurchase any shares of the Company pursuant to the general mandates referred thereunder.

(vii) Pursuant to Rule 13.39(4) of the Rules Governing the Listing of Securities on the Stock Exchange, all resolutions to be proposed at the annual general meeting will be decided by way of a poll, subject to certain exceptions.

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