ISP Holdings Limited - Regulatory Filings 2013

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

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HSIN CHONG CONSTRUCTION GROUP LTD. 新昌營造集團有限公司[*] (Incorporated in Bermuda with limited liability)

(Stock Code: 00404)

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SYNERGIS HOLDINGS LIMITED 新昌管理集團有限公司[*]

(Incorporated in Bermuda with limited liability) (Stock Code: 02340)

JOINT ANNOUNCEMENT

CONTINUING CONNECTED TRANSACTIONS

Reference is made to the joint announcement of HCCG and Synergis dated 17 December 2010 in relation to the Tenancy Agreement and the Carpark Agreements. The respective board of directors of HCCG and Synergis announce that on 24 July 2013, Cogent Spring and SMS entered into the Supplemental Agreement pursuant to which Cogent Spring agreed to let and SMS agreed to rent the Supplemental Premises for a term of one year commencing from 1 January 2013 to 31 December 2013 at a monthly rent of HK$83,395 (inclusive of the management fee and the air-conditioning fee).

The respective board of directors of HCCG and Synergis also announce that on 24 July 2013, (i) HCCG entered into the First Sub-lease Agreement with Hsin Chong Interiors, a wholly-owned subsidiary of Synergis, in relation to the tenancy of the First Premises for a term of two years commencing from 1 January 2013 to 31 December 2014 at a monthly rent of HK$54,509 (inclusive of the management fee and the air-conditioning fee); and (ii) HCCC, a wholly-owned subsidiary of HCCG, entered into the Second Sub-lease Agreement with Hsin Chong Interiors in relation to the tenancy of the Linkchart Premises at different rates and for different terms as stipulated in the Second Sub-lease Agreement.

Synergis is a non-wholly owned subsidiary of HCCG whereas Carrick, a substantial shareholder of HCCG, is interested in 17.42% equity interests in Synergis. Therefore, Synergis is regarded as a connected person of HCCG under the Listing Rules. HCCG is a substantial shareholder of Synergis and hence a connected person of Synergis under the Listing Rules. Accordingly, the First Sub-lease Agreement, the Second Sub-lease Agreement, the Tenancy Agreement and the Carpark Agreements constitute continuing connected transactions on the part of each of HCCG and Synergis under chapter 14A of the Listing Rules. As each of the percentage ratios (other than profits ratio) on an annual basis calculated with reference to the Aggregate Annual Cap is less than 5% for each of HCCG and Synergis, the First Sub-lease Agreement, the Second Sub-lease Agreement, the Tenancy Agreement and the Carpark Agreements are only subject to the reporting and announcement requirements and are exempt from the independent shareholders’ approval requirement under the Listing Rules.

INTRODUCTION

Reference is made to the joint announcement of HCCG and Synergis dated 17 December 2010 in relation to the Tenancy Agreement and the Carpark Agreements. The respective board of directors of HCCG and Synergis announce that on 24 July 2013, Cogent Spring and SMS entered into the Supplemental Agreement pursuant to which Cogent Spring agree to let and SMS agree to rent the Supplemental Premises for a term of one year commencing from 1 January 2013 to 31 December 2013 at a monthly rent of HK$83,395 (inclusive of the management fee and the air-conditioning fee). The rent of the Supplemental Premises is due to the increase demand in office area by SMS as a result of the internal reorganisation in corporate services departments of Synergis starting from the beginning of the year 2013.

Reference is also made to the joint announcement of HCCG and Synergis dated 10 September 2012 and the respective circulars of HCCG and Synergis dated 26 October 2012 in relation to the sale and purchase of the ISP Subsidiaries and the transfer of economic benefits of the contracts under the ISP Business to the Synergis Group. The transactions were completed on 30 November 2012 and the ISP Subsidiaries became wholly-owned subsidiaries of the Synergis Group with effect from 30 November 2012. The respective board of directors of HCCG and Synergis identify the use of certain premises by the ISP Subsidiaries under either HCCG Group’s owned property at Hsin Chong Center and HCCG Group’s leased property at Linkchart Centre and announce that on 24 July 2013, (i) HCCG entered into the First Sub-lease Agreement with Hsin Chong Interiors, a wholly-owned subsidiary of Synergis, in relation to the tenancy of the First Premises for a term of two years commencing from 1 January 2013 to 31 December 2014 at a monthly rent of HK$54,509 (inclusive of the management fee and the air-conditioning fee); and (ii) HCCC, a wholly-owned subsidiary of HCCG, entered into the Second Sub-lease Agreement with Hsin Chong Interiors in relation to the tenancy of the Linkchart Premises at different rates and for different terms as stipulated in the Second Sub-lease Agreement.

SUPPLEMENTAL AGREEMENT

Date : 24 July 2013 Parties : (i) Cogent Spring (as lessor); and (ii) SMS (as lessee) Term : one year commencing from 1 January 2013 to 31 December 2013 Supplemental Premises : portion of the third floor and portion of the eighth floor of Hsin Chong Center, No. 107-109 Wai Yip Street, Kwun Tong, Kowloon, Hong Kong with the gross floor area of 6,415 square feet

Monthly rental (inclusive of : HK$83,395 management fee and air-conditioning fee)

Pursuant to the Supplemental Agreement, Cogent Spring agreed to let and SMS agreed to rent, in addition to the Original Premises, the Supplemental Premises for a term of one year commencing from 1 January 2013 to 31 December 2013 at a monthly rent of HK$83,395 (inclusive of the management fee and the air-conditioning fee).

FIRST SUB-LEASE AGREEMENT

Date : 24 July 2013 Parties : (i) HCCG (as lessor); and (ii) Hsin Chong Interiors (as lessee) Term : two years commencing from 1 January 2013 to 31 December 2014 Premises : certain portion of the seventh floor of Hsin Chong Center, No. 107-109 Wai Yip Street, Kwun Tong, Kowloon, Hong Kong in the total area of 4,193 square feet Deposit : HK$77,990 Monthly rental (inclusive of : HK$54,509 management fee and air-conditioning fee)

SECOND SUB-LEASE AGREEMENT

Date : 24 July 2013 Parties : (i) HCCC (as lessor); and (ii) Hsin Chong Interiors (as lessee) Term : 16 months commencing from 1 January 2013 to 30 April 2014

Premises : (i) certain portion of the seventh floor of Linkchart Centre, No. 2 Tai Yip Street, Kwun Tong, Kowloon, Hong Kong;
(ii) certain portion of the eighth floor of Linkchart Centre, No. 2 Tai Yip Street, Kwun Tong, Kowloon, Hong Kong, being five workstations and one manager room; and
(iii) certain portion of the eighth floor of Linkchart Centre, No. 2 Tai Yip Street, Kwun Tong, Kowloon, Hong Kong (inclusive of the Third Premises) in the total area of 2,150 square feet

Deposit : HK$147,666	Deposit : HK$147,666
Monthly rental (inclusive of : (i)	HK$75,208 for the period from 1 January 2013 to 31
management fee)	March 2013; and
(ii)	HK$89,782 for the	period from 1 April 2013 to 30
	April 2014.
AGGREGATE ANNUAL CAP
The Aggregate Annual Cap for HCCG	and Synergis under the First Sub-lease Agreement, the
Second Sub-lease Agreement, the Tenancy Agreement and		the Carpark Agreements (which
are aggregated under Rule 14A.25 of	the Listing Rules) for	each of the two years ending 31
December 2014 will be approximately	as follow:
		2013	2014*
		HK$	HK$
First Sub-lease Agreement		850,000	800,000
Second Sub-lease Agreement		1,350,000	400,000
Tenancy Agreement and Carpark Agreements		3,000,000	350,000
Total		5,200,000	1,550,000

The annual cap for 2014 covers only the rental amount under the First Sub-lease Agreement, the Second Sub-lease Agreement and the Carpark Agreements as the Tenancy Agreement will be due for renewal by 31 December 2013.

The existing annual cap for the Tenancy Agreement, prior to the entering into of the Supplemental Agreement, and the Carpark Agreements as disclosed in the joint announcement of HCCG and Synergis dated 17 December 2010 is HK$1,800,000. The Aggregate Annual Cap is determined with reference to the deposit payable under the First Sub-lease Agreement and the Second Sub-lease Agreement and the total rental and carparks licence fee of HK$24,500 per month payable under the First Sub-lease Agreement, the Second Sub-lease Agreement, the Tenancy Agreement and the Carpark Agreements by Hsin Chong Interiors and SMS for each of the two years ending 31 December 2014. The Tenancy Agreement will expire on 31 December 2013 and each of the Carpark Agreements is under a monthly tenancy. As such, the Aggregate Annual Cap for the year ending 31 December 2014 does not include the Tenancy Agreement. Further announcement will be made by HCCG and Synergis in accordance with the Listing Rules when the Tenancy Agreement is renewed.

REASONS FOR ENTERING INTO OF THE SUPPLEMENTAL AGREEMENT

Hsin Chong Center has been using as headquarters for HCCG and Synergis since March 1999. The Supplemental Agreement was agreed to after arm’s length negotiations upon normal commercial terms and with reference to the prevailing market rates. The Supplemental Agreement generated further rental income for HCCG. The HCCG Directors, including the independent non-executive directors, are of the opinion that the terms of the Supplemental Agreement are fair and reasonable and in the interests of HCCG and its shareholders as a whole.

The Supplemental Premises are used by SMS for office purposes and the rent of the Supplemental Premises is due to the increase demand in office area by SMS as a result of the internal reorganisation in corporate services departments of Synergis starting from the beginning of the year 2013. The Supplemental Agreement is concluded after due negotiations on arm’s length basis upon normal commercial terms and with reference to the rental payable under the Tenancy Agreement. The Synergis Directors, including the independent nonexecutive directors, are of the opinion that the terms of the Supplemental Agreement are fair and reasonable and in the interests of Synergis and its shareholders as a whole.

None of the HCCG Director nor the Synergis Director has material interest under the Supplemental Agreement and hence none of them has abstained from voting on the relevant resolutions at the board meetings to approve the Supplemental Agreement.

REASONS FOR ENTERING INTO OF THE FIRST SUB-LEASE AGREEMENT AND THE SECOND SUB-LEASE AGREEMENT

The First Premises and the Second Premises are used by Hsin Chong Interiors for office purposes. The rental rates under the First Sub-lease Agreement and the Second Sub-lease Agreement were agreed to after arm’s length negotiations upon normal commercial terms and with reference to the current rents payable under the First Lease and the Second Lease. The rental rates under the First Sub-lease Agreement and the Second Sub-lease Agreement are the same as the First Lease and the Second Lease.

The First Sub-lease Agreement and the Second Sub-lease Agreement will ensure the rental under the First Lease and the Second Lease will be borne by Hsin Chong Interiors since the First Premises and the Linkchart Premises are currently used by Hsin Chong Interiors. The HCCG Directors, including the independent non-executive directors, are of the view that the terms of the First Sub-lease Agreement and the Second Sub-lease Agreement are fair and reasonable and in the interests of HCCG and its shareholders as a whole.

Hsin Chong Interiors, a division that focus on the interiors and special projects, has used the First Premises and part of the Linkchart Premises since its set up and from the beginning of the term of the Second Lease for office purposes respectively. The entering into of the Second Sub-lease Agreement can facilitate the expansion of the business of Hsin Chong Interiors. The Synergis Directors, including the independent non-executive directors, are of the opinion that the terms of the First Sub-lease Agreement and the Second Sub-lease Agreement are fair and reasonable and in the interests of Synergis and its shareholders as a whole.

None of the HCCG Director nor the Synergis Director has material interest under the First Sub-lease Agreement and the Second Sub-lease Agreement and hence none of them has abstained from voting on the relevant resolutions at the board meetings to approve the First Sub-lease Agreement and the Second Sub-lease Agreement.

INFORMATION ON HCCG

HCCG is an investment holding company. The principal activities of HCCG’s subsidiaries are building construction, civil engineering, electrical and mechanical installation, property development and investment, provision of property and facility management services and interiors and special projects. The provision of property and facility management services and interiors and special projects businesses are undertaken by the Synergis Group.

INFORMATION ON SYNERGIS

Synergis is an investment holding company. The principal activities of Synergis’ subsidiaries are the provision of property and facility management services, interiors and special projects, security services, cleaning services, laundry services, repair and maintenance works and trading of products.

LISTING RULES IMPLICATION

DEFINITIONS

In this joint announcement, unless the context otherwise requires, the following words and expressions shall have the meanings ascribed to them below:

“Aggregate Annual Cap”

the maximum amount of rental payable by SMS and Hsin Chong Interiors under the First Sub-lease Agreement, the Second Sub-lease Agreement, the Tenancy Agreement and the Carpark Agreements for each of the two years ending 31 December 2014

“Assignment”

the assignment dated 4 July 2011 and entered into between Deventer Limited and Cogent Spring in relation to assigning the ownership of Hsin Chong Center from Deventer Limited to Cogent Spring

“Carpark Agreements”

two agreements made between Deventer Limited as landlord and SMS as tenant on 1 April 2005 in relation to various car parking spaces on monthly term commencing from 1 April 2005, such agreements were assigned and novated by Deventer Limited to Cogent Spring pursuant to the Assignment

“Carrick”

Carrick Worldwide Limited, a company incorporated in the British Virgin Islands with limited liability and is directly interested in approximately 33.52% and 17.42% of HCCG and Synergis, respectively, and is under the estate of the deceased Dr. David CHU Shu-ho

“Cogent Spring”
“connected person”
“First Lease”
“First Premises”
“First Sub-lease Agreement”
“Fourth Premises”
“HCCC”
“HCCG”
“HCCG Director(s)”
“HCCG Group”
“Hong Kong”

Cogent Spring Limited, a company incorporated in Hong Kong with limited liability and a wholly-owned subsidiary of HCCG and the current landlord of the Tenancy Agreement and the Carpark Agreements pursuant to the Assignment

has the meaning ascribed to it under the Listing Rules

the lease agreement dated 24 February 2012 and made between Cogent Spring as landlord and HCCG as the tenant in relation to the lease of premises (including the First Premises) at Hsin Chong Center, No. 107-109 Wai Yip Street, Kwun Tong, Kowloon, Hong Kong for the period from 1 January 2012 to 31 December 2014.

certain portion of the seventh floor of Hsin Chong Center, No. 107-109 Wai Yip Street, Kwun Tong, Kowloon, Hong Kong in the total area of 4,193 square feet
the agreement dated 24 July 2013 and entered into between HCCG as the lessor and Hsin Chong Interiors as the lessee in relation to the tenancy of the First Premises
certain portion of the eighth floor of Linkchart Centre, No. 2 Tai Yip Street, Kwun Tong, Kowloon, Hong Kong (inclusive of the Third Premises) in the total area of 2,150 square feet
Hsin Chong Construction Company Limited, a company incorporated in Hong Kong with limited liability and a wholly-owned subsidiary of HCCG
Hsin Chong Construction Group Ltd., a company incorporated in Bermuda with limited liability, the issued shares of which are listed on the main board of the Stock Exchange

the director(s) of HCCG

HCCG and its subsidiaries

the Hong Kong Special Administrative Region of the PRC

“Hsin Chong Interiors”

“ISP Business”
“ISP Division”
“ISP Subsidiaries”
“Linkchart Premises”
“Listing Rules”
“Original Premises”
“PRC”
“Second Lease”

Hsin Chong Interiors (Hong Kong) Limited, a company incorporated in Hong Kong with limited liability and a wholly-owned subsidiary of Synergis

the business activities undertaken by the ISP Division, which include (i) alteration and addition works and demolition works relating and incidental to such alteration and addition works; (ii) renovation and conservation works; (iii) fitting-out works for commercial projects; (iv) commercial, residential, retail and institutional special buildings projects; (v) maintenance works; and (vi) any construction works with an initial tendering submission amount of no more than HK$300 million (or such higher threshold as HCCG and Synergis may from time to time agree)
the Interiors & Special Projects Division that conducts the ISP Business
collectively Hsin Chong Interiors, Hsin Chong Construction (Engineering) Limited and Everich Construction (Macau) Limited
collectively, Second Premises, Third Premises and Fourth Premises
the Rules Governing the Listing of Securities on the Stock Exchange
portion of fifth Floor and portion of tenth Floor of Hsin Chong Center, No. 107-109 Wai Yip Street, Kwun Tong, Kowloon, Hong Kong with the gross floor area of 8,839 square feet

the People’s Republic of China

the lease agreement dated 19 April 2011 and made between an independent third party as landlord and HCCC as the tenant in relation to the lease of the whole of the seventh and the eighth floors of Linkchart Centre, No. 2 Tai Yip Street, Kwun Tong, Kowloon, Hong Kong, for the period from 1 May 2011 to 30 April 2014.

“Second Premises” certain portion of the seventh floor of Linkchart Centre, No. 2 Tai Yip Street, Kwun Tong, Kowloon, Hong Kong

“Second Sub-lease Agreement”
the agreement dated 24 July 2013 and entered into between HCCC as the lessor and Hsin Chong Interiors as the lessee in relation to the tenancy of the Linkchart Premises
“SMS”
Synergis Management Services Limited, a company incorporated in Hong Kong with limited liability and a wholly-owned subsidiary of Synergis
“Stock Exchange”

The Stock Exchange of Hong Kong Limited

“Supplemental Agreement”
the supplemental agreement dated 24 July 2013 and entered into between Cogent Spring and SMS in relation to the leasing of the Supplemental Premises for a term of one year commencing from 1 January 2013 to 31 December 2013 at a monthly rental of HK$83,395 (inclusive of the management fee and the air-conditioning fee)
“Supplemental Premises”
portion of the third floor and portion of the eighth floor of Hsin Chong Center, No. 107-109 Wai Yip Street, Kwun Tong, Kowloon, Hong Kong with the gross floor area of 6,415 square feet
“Synergis”
Synergis Holdings Limited, a company incorporated in Bermuda with limited liability, the issued shares of which are listed on the main board of the Stock Exchange
“Synergis Director(s)”

the director(s) of Synergis

“Synergis Group”
Synergis and its subsidiaries
“Tenancy Agreement”
the tenancy agreement dated 17 December 2010 entered into between Deventer Limited as landlord and SMS as tenant, such agreement was assigned and novated by Deventer Limited to Cogent Spring pursuant to the Assignment (as supplemented by the Supplemental Agreement)

“Third Premises”

certain portion of the eighth floor of Linkchart Centre, No. 2 Tai Yip Street, Kwun Tong, Kowloon, Hong Kong, being five workstations and one manager room

“HK$”

Hong Kong dollar(s), the lawful currency of Hong Kong

“%”

per cent

By order of the board of directors of Hsin Chong Construction Group Ltd. Wilfred WONG Ying-wai Chairman and Chief Executive Officer Hong Kong, 24 July 2013

By order of the board of directors of Synergis Holdings Limited Fan Cheuk Hung Managing Director

This joint announcement is available for viewing on the Stock Exchange’s website: http://www.hkex.com.hk and the websites of HCCG: http://www.hsinchong.com and Synergis: http://www.synergis.com.hk respectively.

As at the date of this joint announcement, the board of directors of HCCG comprises Mr. Wilfred WONG Ying-wai (chairman and chief executive officer), Dr. Catherine CHU, Dr. Barry John BUTTIFANT and Mr. Joseph CHOI Kin-hung as executive directors; Dr. Kenneth CHU Ting-kin as non-executive director; and Hon. Jeffrey LAM Kin-fung, Hon. Abraham SHEK Lai-him, Mr. Alexander MAK Kwai-wing and Dr. Joseph CHOW Ming-kuen as independent non-executive directors.

As at the date of this joint announcement, the board of directors of Synergis comprises Mr. Wilfred Wong Ying Wai (chairman), Dr. Fan Cheuk Hung (managing director) and Dr. Catherine Chu as executive directors; Mr. Tenniel Chu and Dr. Barry John Buttifant as non-executive directors; and Mr. Stephen Ip Shu Kwan, Dr. Kan Fook Yee, Mr. Wong Tsan Kwong and Mr. David Yu Hon To as independent non-executive directors.

for identification purposes only

AI assistant

ISP Holdings Limited Regulatory Filings 2013

50536_rns_2013-07-24_91e77d44-8d1e-404e-823c-97b81b9e98fe.pdf

JOINT ANNOUNCEMENT

CONTINUING CONNECTED TRANSACTIONS

INTRODUCTION

SUPPLEMENTAL AGREEMENT

FIRST SUB-LEASE AGREEMENT

SECOND SUB-LEASE AGREEMENT

REASONS FOR ENTERING INTO OF THE SUPPLEMENTAL AGREEMENT

REASONS FOR ENTERING INTO OF THE FIRST SUB-LEASE AGREEMENT AND THE SECOND SUB-LEASE AGREEMENT

INFORMATION ON HCCG

INFORMATION ON SYNERGIS

LISTING RULES IMPLICATION

DEFINITIONS

AI assistant

ISP Holdings Limited — Regulatory Filings 2013

50536_rns_2013-07-24_91e77d44-8d1e-404e-823c-97b81b9e98fe.pdf

JOINT ANNOUNCEMENT

CONTINUING CONNECTED TRANSACTIONS

INTRODUCTION

SUPPLEMENTAL AGREEMENT

FIRST SUB-LEASE AGREEMENT

SECOND SUB-LEASE AGREEMENT

REASONS FOR ENTERING INTO OF THE SUPPLEMENTAL AGREEMENT

REASONS FOR ENTERING INTO OF THE FIRST SUB-LEASE AGREEMENT AND THE SECOND SUB-LEASE AGREEMENT

INFORMATION ON HCCG

INFORMATION ON SYNERGIS

LISTING RULES IMPLICATION

DEFINITIONS

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ISP Holdings Limited Regulatory Filings 2013