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ISP Holdings Limited — Proxy Solicitation & Information Statement 2025
Mar 20, 2025
50536_rns_2025-03-20_dc871627-b0d7-49db-a81b-92c24c154bb0.pdf
Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt about this circular or as to the action to be taken, you should consult your licensed securities dealer or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your securities in ISP Holdings Limited, you should at once hand this circular with the enclosed form of proxy to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the 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
ISP HOLDINGS LIMITED
昇柏控股有限公司
(Incorporated in Bermuda with limited liability)
(Stock Code: 02340)
(1) PROPOSED CAPITAL REDUCTION AND SUBDIVISION OF AUTHORISED AND UNISSUED SHARES; AND (2) NOTICE OF SPECIAL GENERAL MEETING
Capitalised terms used in this cover page shall have the same meaning as those defined in this circular, unless the context requires otherwise.
The notice convening the special general meeting (the "SGM") of ISP Holdings Limited (the "Company") to be held at 3/F, Hay Nien Building, No. 1 Tai Yip Street, Kwun Tong, Kowloon, Hong Kong at 10:30 a.m. on Monday, 7 April 2025 is set out on pages 12 to 14 of this circular.
A form of proxy for the SGM is also enclosed with this circular. Such form of proxy is also published on the website of the Company at www.isp-hk.com.hk and the website of the Stock Exchange at www.hkexnews.hk. Whether or not you are able to attend the SGM in person, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, 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 (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or any adjournment thereof (as the case may be) should you so wish.
21 March 2025
CONTENTS
Page
DEFINITIONS ... 1
EXPECTED TIMETABLE ... 4
LETTER FROM THE BOARD ... 5
NOTICE OF SPECIAL GENERAL MEETING ... 12
- i -
DEFINITIONS
In this circular, unless the context requires otherwise, the following expressions have the meanings set out below:
"Board"
the board of Directors
"Bye-laws"
the bye-laws for the time being adopted by the Company and as amended from time to time
"Capital Reduction"
the proposed reduction of the issued share capital of the Company whereby the nominal value of (i) each of the issued Existing Ordinary Shares will be reduced from HK$0.1 to HK$0.01 by cancelling the paid up capital to the extent of HK$0.09 on each issued Existing Ordinary Share and (ii) each of the issued Existing Preference Shares will be reduced from HK$0.1 to HK$0.01 by cancelling the paid up capital to the extent of HK$0.09 on each issued Existing Preference Share
"Capital Reorganisation"
collectively, the Capital Reduction and the Share Subdivision
"CCASS"
Central Clearing and Settlement System, a securities settlement system used within the Hong Kong Exchanges and Clearing Limited market system
"CCASS Operational Procedures"
the Operational Procedures of HKSCC in relation to CCASS, containing the practices, procedures and administrative requirements relating to operations and functions of CCASS, as from time to time
"Companies Act"
the Companies Act 1981 of Bermuda, as amended from time to time
"Company"
ISP Holdings Limited, a company incorporated in Bermuda with limited liability, the Existing Ordinary Shares of which are listed on the main board of the Stock Exchange (stock code: 2340)
"Director(s)"
the director(s) of the Company from time to time
"Existing Ordinary Share(s)"
the ordinary share(s) of par value of HK$0.1 each in the share capital of the Company prior to the Capital Reorganisation becoming effective
"Existing Preference Share(s)"
the non-voting convertible preference share(s) of par value of HK$0.1 each in the share capital of the Company prior to the Capital Reorganisation becoming effective
- 1 -
DEFINITIONS
“Existing Share(s)” Existing Ordinary Shares and Existing Preference Shares
“General Rules of CCASS” the terms and conditions regulating the use of CCASS, as may be amended or modified from time to time and where the context so permits, shall include the CCASS Operational Procedures
“Group” the Company and its subsidiaries
“HK$” Hong Kong dollars, the lawful currency of Hong Kong
“HKSCC” Hong Kong Securities Clearing Company Limited
“Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China
“Latest Practicable Date” 18 March 2025, being the latest practicable date prior to the printing of this circular
“Listing Committee” has the meaning ascribed to such term in the Listing Rules
“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange
“Memorandum” the memorandum of association of the Company, as amended from time to time
“New Ordinary Share(s)” the ordinary share(s) of par value HK$0.01 each in the issued and unissued share capital of the Company upon the Capital Reorganisation becoming effective
“New Preference Share(s)” the non-voting convertible preference share(s) of par value HK$0.01 each in the issued and unissued share capital of the Company upon the Capital Reorganisation becoming effective
“New Share(s)” New Ordinary Shares and New Preference Shares
“Registrar” the branch share registrar and transfer office of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong
“SGM” the special general meeting of the Company to be held to consider and, if thought fit, approve, among other things, the Capital Reorganisation and transactions contemplated thereunder
– 2 –
- 3 -
DEFINITIONS
"Share(s)"
the Existing Share(s) of par value HK$0.1 each in the share capital of the Company or the New Share(s) of par value HK$0.01 each in the share capital of the Company (as the case may be)
"Shareholder(s)"
holder(s) of the Share(s)
"Share Sub-division"
the proposed sub-division of each authorised but unissued Existing Shares into ten (10) authorised and unissued New Shares
"Stock Exchange"
The Stock Exchange of Hong Kong Limited
EXPECTED TIMETABLE
The expected timetable for the implementation of the Capital Reorganisation is set out below. All times and dates specified in this circular refer to the Hong Kong times and dates. This timetable is indicative only and any subsequent changes to the expected timetable will be announced by the Company as and when appropriate.
Event(s)
Time and date
2025
Latest time for lodging transfers of shares in order to
qualify for attendance and voting at the SGM... 4:30 p.m.
Friday, 28 March
Closure of register of members of the Company for
determining the entitlement to attend and vote at the SGM ... Monday, 31 March to
Monday, 7 April
(both dates inclusive)
Latest date and time for lodging forms of proxy for the SGM... 10:30 a.m. on
Saturday, 5 April
Record date for attendance and voting at the SGM... Monday, 7 April
Expected date and time for attendance and voting at the SGM... 10:30 a.m. on
Monday, 7 April
Publication of announcement of poll results of the SGM... Monday, 7 April
Register of members of the Company re-opens... Tuesday, 8 April
The following events are conditional on the fulfilment of the conditions for the
implementation of the Capital Reorganisation and therefore the dates are tentative only.
Expected effective date of the Capital Reorganisation... before, 9:00 a.m. on
Wednesday, 9 April
Commencement of dealing in the New Ordinary Shares... 9:00 a.m. on
Wednesday, 9 April
– 4 –
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 Director:
Mr. Kingston Chu Chun Ho (Chairman)
Ms. Leung Yuet Ngor
Non-executive Director:
Mr. Lam Chun Kit
Independent Non-executive Director:
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
21 March 2025
To the Shareholders
Dear Sir or Madam,
(1) PROPOSED CAPITAL REDUCTION AND
SUBDIVISION OF AUTHORISED AND UNISSUED SHARES; AND
(2) NOTICE OF SPECIAL GENERAL MEETING
- INTRODUCTION
Reference is made to the announcement of the Company dated 13 March 2025 in respect of the proposed Capital Reorganisation.
The purpose of this circular is to provide you with, among other things, details of (i) the Capital Reduction and the Share Sub-division; and (ii) the notice of the SGM at which a special resolution will be proposed to approve the Capital Reduction and the Share Sub-division.
LETTER FROM THE BOARD
2. PROPOSED CAPITAL REORGANISATION
The Company proposes to implement the following Capital Reorganisation involving the Capital Reduction and the Share Sub-division as follows:
Capital Reduction
(i) the issued share capital of the Company will be reduced by cancelling the paid-up capital to the extent of HK$0.09 on each of the then issued Existing Ordinary Shares such that the par value of each issued Existing Ordinary Share will be reduced from HK$0.1 to HK$0.01; and
(ii) the issued share capital of the Company will be reduced by cancelling the paid-up capital to the extent of HK$0.09 on each of the then issued Existing Preference Shares such that the par value of each issued Existing Preference Share will be reduced from HK$0.1 to HK$0.01; and
Share Sub-division
Immediately following the Capital Reduction,
(i) each of the authorised but unissued Existing Ordinary Shares of par value of HK$0.1 will be sub-divided into ten (10) authorised but unissued New Ordinary Shares of par value of HK$0.01 each; and
(ii) each of the authorised but unissued Existing Preference Shares of par value of HK$0.1 will be sub-divided into ten (10) authorised but unissued New Preference Shares of par value of HK$0.01 each.
Upon the Capital Reorganisation becoming effective, the New Ordinary Shares will be identical in all respects and rank pari passu with each other in relation to all future dividends and distributions which are declared, made or paid in accordance with the Memorandum and the Bye-laws. Similarly, the New Preference Shares will also be identical in all respects and will rank pari passu with each other.
Conditions of the Capital Reorganisation
The Capital Reorganisation is conditional upon the following conditions:
(i) the passing of a special resolution by the Shareholders at the SGM to approve the Capital Reorganisation and transactions contemplated thereunder;
(ii) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the New Ordinary Shares upon the Capital Reorganisation becoming effective; and
LETTER FROM THE BOARD
(iii) the Directors being satisfied that on the date the Capital Reduction is to take effect, there are no reasonable grounds for believing that the Company is, or after the Capital Reduction would be, unable to pay its liabilities as they become due as required by the Companies Act.
Subject to the fulfilment of the conditions of the Capital Reorganisation, the effective date of the Capital Reorganisation is expected to be on Wednesday, 9 April 2025.
As at the Latest Practicable Date, none of the conditions above had been fulfilled.
Application for listing of the New Shares
An application has been made by the Company to the Listing Committee of the Stock Exchange for the listing of, and the permission to deal in, the New Ordinary Shares upon the Capital Reorganisation becoming effective and the New Ordinary Shares falling to be issued upon the exercise of the conversion rights attaching to the New Preference Shares.
Subject to the granting of the approval of listing of, and permission to deal in, the New Ordinary Shares on the Stock Exchange upon the Capital Reorganisation becoming effective, as well as compliance with the stock admission requirements of HKSCC, the New Ordinary Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the New Ordinary Shares on the Stock Exchange or such other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second (2nd) settlement day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. All necessary arrangements will be made for the New Ordinary Shares to be admitted into CCASS established and operated by HKSCC.
None of the Existing Ordinary Shares are listed or dealt in on any other stock exchanges other than the Stock Exchange, and at the time when the Capital Reorganisation becoming effective, the New Ordinary Shares in issue will not be listed or dealt in on any stock exchange other than the Stock Exchange, and no such listing or permission to deal is being or is proposed to be sought. None of the Existing Preference Shares are listed or dealt in on any stock exchange.
Effect of the Capital Reorganisation
As at the Latest Practicable Date, the authorised share capital of the Company is comprised of:
(i) HK$900,000,000 divided into 9,000,000,000 Existing Ordinary Shares of par value of HK$0.1 each, of which 424,850,000 Existing Ordinary Shares have been issued and are fully paid or credited as fully paid and 8,575,150,000 Existing Ordinary Shares remain unissued; and
- 7 -
LETTER FROM THE BOARD
(ii) HK$100,000,000 divided into 1,000,000,000 Existing Preference Shares of par value of HK$0.1 each, of which 80,000,000 Existing Preference Shares have been issued and are fully paid or credited as fully paid and 920,000,000 Existing Preference Shares remain unissued.
Assuming that no further Existing Shares are allotted, issued or repurchased from the Latest Practicable Date up to and including the effective date of the Capital Reorganisation, immediately upon the Capital Reorganisation becoming effective, the authorised share capital of the Company shall become:
(i) HK$900,000,000 divided into 90,000,000,000 New Ordinary Shares of par value of HK$0.01 each, of which 424,850,000 New Ordinary Shares have been issued and are fully paid or credited as fully paid and 89,575,150,000 New Ordinary Shares remain unissued; and
(ii) HK$100,000,000 divided into 10,000,000,000 New Preference Shares of par value of HK$0.01 each, of which 80,000,000 New Preference Shares have been issued and are fully paid or credited as fully paid and 9,920,000,000 New Preference Shares remain unissued.
Assuming that there is no change in the number of issued Shares from the Latest Practicable Date up to and including the date on which the Capital Reorganisation becoming effective, the share capital structure of the Company will be as follows:
| As at the Latest Practicable Date | Immediately upon the Capital Reorganisation becoming effective | |
|---|---|---|
| Par value | HK$0.1 per Existing Ordinary Share and Existing Preference Share | HK$0.01 per Existing Ordinary Share and Existing Preference Share |
| Authorised share capital | ||
| Amount of authorised share capital | HK$1,000,000,000 | HK$1,000,000,000 |
| Number of authorised shares | 9,000,000,000 Existing Ordinary Shares and 1,000,000,000 Existing Preference Shares | 90,000,000,000 New Ordinary Shares and 10,000,000,000 New Preference Shares |
| Issued share capital | ||
| Amount of issued share capital | HK$50,485,000 | HK$5,048,500 |
| Number of issued shares | 424,850,000 Existing Ordinary Shares and 80,000,000 Existing Preference Shares | 424,850,000 New Ordinary Shares and 80,000,000 New Preference Shares |
- 8 -
LETTER FROM THE BOARD
Save for the Existing Preference Shares, the Company did not have any other outstanding derivatives, options, warrants, conversion rights, securities in issue, convertible securities or other similar rights which are convertible or exchangeable into, any Shares or New Ordinary Shares, as at the Latest Practicable Date.
The size of each board lot of the New Ordinary Shares will remain the same as that of the Existing Ordinary Shares, being 4,000 New Ordinary Shares per board lot. The New Ordinary Shares will rank pari passu in all respects with each other.
Other than the expenses to be incurred in relation to the Capital Reorganisation, the implementation thereof will not alter the underlying assets, business operations, management or financial position of the Company or the proportionate interests or rights of the Shareholders. The Directors are of the view that the Capital Reorganisation will not have any material adverse effect on the financial position of the Group and are in the interests of the Company and the Shareholders as a whole.
Exchange of share certificates
The Capital Reorganisation will not affect any of the rights of the existing Shareholders. All existing share certificates (in blue colour for ordinary share certificates and in green colour for preference share certificates) of the Company will continue to be evidence of title to the Shares and continue to be valid for trading, settlement, registration and delivery purposes. Accordingly, there will not be any arrangement for free exchange of the existing share certificates of the Company for new share certificates for the New Shares after the Capital Reorganisation takes effect. Immediately following the Capital Reorganisation becoming effective, new share certificates (in purple colour) will be issued bearing the par value of HK$0.01 per New Share.
3. REASONS FOR THE CAPITAL REORGANISATION
Under the Companies Act, the Company is restricted from issuing Shares at a price lower than their par value. The Capital Reorganisation will reduce the par value of the New Shares to a lower amount of HK$0.01 each, which will provide the Company with greater flexibility in the pricing for further issuance of New Shares as needed.
In addition, upon the Capital Reorganisation becoming effective, the credit arising from the Capital Reduction may be transferred to the contributed surplus account of the Company to be applied by the Company in any manner as permitted by or consistent with all applicable laws, the Bye-laws and the Memorandum, thus enabling the Shareholders and potential investors of the Company to have a better appreciation of the financial position of the Company.
In view of the above reasons, the Board considers that the Capital Reorganisation is fair and reasonable and in the interests of the Company and the Shareholders as a whole.
- 9 -
LETTER FROM THE BOARD
As at the Latest Practicable Date, the Company has no intention to carry out other corporate actions in the next 12 months which may have an effect of undermining or negating the intended purpose of the Capital Reorganisation and the Company does not have any concrete plan or arrangement to conduct any fund raising activities in the next 12 months. However, the Board cannot rule out the possibility that the Company will conduct debt and/or equity fund raising exercises when suitable fund raising and/or investment opportunities arise in order to meet its operational needs or support future development of the Group. The Company will make further announcement in this regard in accordance with the Listing Rules as and when appropriate.
4. SGM
The SGM will be held by the Company at 3/F, Hay Nien Building, No. 1 Tai Yip Street, Kwun Tong, Kowloon, Hong Kong on Monday, 7 April 2025 at 10:30 a.m., to consider and if thought fit, to approve the Capital Reorganisation and the transactions contemplated thereunder. A form of proxy for use at the SGM is enclosed with this circular. Such form of proxy is also published on the website of the Company at www.isp-hk.com.hk and the website of the Stock Exchange at www.hkexnews.hk.
To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, no Shareholders have a material interest in the Capital Reorganisation and no Shareholders are required to abstain from voting at the SGM.
The notice of SGM is set out on pages 12 to 14 of this circular.
Pursuant to 13.39(4) of the Listing Rules, all votes of the Shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. To the best of the knowledge, information and belief of the Directors, none of the Shareholders is required to abstain from voting on any of the resolutions to be proposed at the SGM. An announcement on the poll results will be published by the Company after the SGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.
5. PROXY ARRANGEMENT
A form of proxy for the SGM is also enclosed with this circular. Such form of proxy is also published on the website of the Company at www.isp-hk.com.hk and the website of the Stock Exchange at www.hkexnews.hk. Whether or not you are able to attend the SGM in person, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, 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 (as the case may be).
LETTER FROM THE BOARD
You are urged to complete and return the form of proxy whether or not you intend to attend the SGM. Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or any adjournment thereof (as the case may be) should you so wish.
- CLOSURE OF REGISTER OF MEMBERS
For determining the entitlement of the Shareholders to attend and vote at the SGM, the register of members of the Company will be closed from Monday, 31 March 2025 to Monday, 7 April 2025 (both dates inclusive) during which period no transfer of the Shares will be registered. In order to be qualified for the entitlement to attend and vote at the SGM, all properly completed transfer forms, accompanied by the relevant share certificates, must be lodged with the Company's share registrar, Computershare Hong Kong Investor Services Limited at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, for registration no later than 4:30 p.m. (Hong Kong time) on Friday, 28 March 2025.
- RECOMMENDATION
The Directors consider that the proposed resolution in relation to the proposed Capital Reorganisation to be put forward at the SGM are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the SGM.
- 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 no other matters the omission of which would make any statement herein or this circular misleading.
By order of the Board
ISP Holdings Limited
Kingston Chu Chun Ho
Chairman
- 11 -
NOTICE OF SPECIAL 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 a special general meeting (the “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 Monday, 7 April 2025 at 10:30 a.m. for the purposes of considering and, if thought fit, the following resolution as a special resolution of the Company:
SPECIAL RESOLUTION
- “THAT, subject to the satisfaction of all conditions set out in the letter from the board under the paragraph headed “Conditions of the Capital Reorganisation” in the circular dated 21 March 2025 issued by the Company, with effect from 9 April 2025 (the “Effective Date”) or when the conditions are fulfilled (whichever is later):
(a) the par value of each the issued and paid existing ordinary shares of the Company (the “Existing Ordinary Shares”) be reduced from HK$0.1 to HK$0.01 by cancelling the paid-up share capital to the extent of HK$0.09, and the par value of each the issued and paid non-voting convertible preference shares (the “Existing Preference Shares”) be reduced from HK$0.1 to HK$0.01 by cancelling the paid-up share capital to the extent of HK$0.09 (together, the “Capital Reduction”), such that immediately following the Capital Reduction, the par value of each issued Existing Ordinary Share and Existing Preference Share will be HK$0.01, and the issued share capital of the Company will be reduced from an amount of HK$50,485,000 by HK$45,436,500 to HK$5,048,500;
(b) immediately following the Capital Reduction becoming effective, each of the authorised but unissued existing ordinary shares of par value of HK$0.1 be sub-divided into ten (10) new ordinary shares of the Company of par value of HK$0.01 each (the “New Ordinary Shares”), and each of the authorised but unissued existing preference shares of par value of HK$0.1 be sub-divided into ten (10) new preference shares of the Company of par value of HK$0.01 each (the “New Preference Shares”) (together, the “Share Sub-division”) so that immediately following the Capital Reduction and the Share Sub-division, the authorised share capital of the Company will become HK$1,000,000,000 divided into 90,000,000,000 New Ordinary Shares and 10,000,000,000 New Preference Shares, each with a par value of HK$0.01;
- 12 -
NOTICE OF SPECIAL GENERAL MEETING
(c) the credit arising from the Capital Reduction be transferred to the contributed surplus account of the Company and may be applied by the board of directors of the Company (the “Directors”) in any manner permitted by or consistent with all applicable laws and the bye-laws of the Company; and
(d) the Directors and each of them be and are fully authorised to take any and all steps, and to do and/or procure to be done any and all acts and things, and to approve, sign and execute (under hand, seal or as a deed) any documents which they in their absolute discretion consider necessary, desirable, expedient or appropriate to effect and implement this resolution and to exercise such discretion in connection, relating to or arising from the Capital Reduction and the Share Sub-division and/or the matters contemplated herein, with such modifications thereto (if any) as they or he may from time to time consider necessary, expedient and/or appropriate in order to implement, finalise and give full effect to the Capital Reduction and the Share Sub-division.”
By order of the Board
ISP Holdings Limited
Kingston Chu Chun Ho
Chairman
21 March 2025
Notes:
-
A member entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and on a poll vote instead of him. A proxy need not be a member of the Company.
-
In order to be valid, a form of 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 authority, must be deposited at the Company's branch share registrar 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 fixed for holding the Meeting or any adjourned meeting thereof. Completion and return of the form of proxy will not preclude any member from attending and voting in person at the Meeting or any adjourned meeting thereof should he so wishes.
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In case of joint shareholdings, the vote of the senior joint shareholder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint shareholder(s) and for this purposes seniority will be determined by the order in which the names stand in the register of members of the Company in respect of the joint shareholding.
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The register of members of the Company will be closed from Monday, 31 March 2025 to Monday, 7 April 2025 (both dates inclusive), during which period no transfer of shares of the Company will be registered. In order to qualify for attending and voting at the Meeting (or any adjournment thereof), all transfers of shares of the Company accompanied by the relevant share certificates(s) must be lodged with the Company's branch share registrar in Hong Kong at the above address by no later than 4:30 p.m. on Friday, 28 March 2025.
NOTICE OF SPECIAL GENERAL MEETING
-
If Typhoon Signal No. 8 or above is hoisted, or a “black” rainstorm warning signal or “extreme conditions after super typhoons” announced by the Government of Hong Kong is/are in force in Hong Kong at or at any time after 7:00 a.m. on the date of the Meeting, the Meeting will be postponed. The Company will publish an announcement on the website of the Company at www.isp-hk.com.hk and on the website of the Stock Exchange at www.hkexnews.hk to notify Shareholders of the date, time and venue of the rescheduled Meeting.
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As at the date of this notice, the Board comprises Mr. Kingston Chu Chun Ho (Chairman) and Ms. Leung Yuet Ngor as Executive Directors; Mr. Lam Chun Kit as Non-executive Director; and Mr. Lau Man Tak, Mr. Eric Lee Hon Man and Mr. To Chun Wai as Independent Non-executive Directors.
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