Synagistics Limited — AGM Information 2007

Oct 21, 2007

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CONCEPTA INVESTMENTS LIMITED 正奇投資有限公司[*]

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 1140)

NOTICE OF FIRST EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of Concepta Investments Limited (the “ Company ”) will be held at 27th Floor, Two Exchange Square, 8 Connaught Place, Central, Hong Kong on Wednesday, 7 November 2007 at 11:00 a.m. for the purpose of considering and, if thought fit, passing, with or without modifications, the following resolutions as ordinary resolutions:

ORDINARY RESOLUTIONS

• (1) “ THAT subject to the passing of this resolution numbered (1), the authorised share capital of the Company be and is hereby increased from HK$20,000,000 divided into 200,000,000 ordinary shares of par value HK$0.10 each to HK$200,000,000 divided into 2,000,000,000 ordinary shares of par value HK$0.10 each by the creation of an additional 1,800,000,000 ordinary shares of par value HK$0.10 each in the capital of the Company.”

• (2) “ THAT :

• (a) the conditional placing agreement dated 7 September 2007 (“ Placing Agreement (a copy of which has been produced to this meeting marked “A” and initialled by the chairman of this meeting for the purpose of identification) made between the Company as issuer and Oriental Patron Asia Limited (“ Placing Agent ”) as placing

• For identification purpose only

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agent to procure placees (“ Placees ”) for an aggregate of 600,000,000 new ordinary shares (each a “ Placing Share ”) of par value of HK$0.10 each in the capital of the Company together with all the transactions contemplated thereunder and all other matters thereof and incidental thereto or in connection therewith including (without limitation):

• (i) (subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited (“ Stock Exchange ”) granting the listing of and permission to deal in the Placing Shares) the allotment and issue by the Company to the Placees of an aggregate of 600,000,000 Placing Shares at the issue price of HK$1.20 per Placing Share (as to 330,000,000 Placing Shares to Ottness Investments Limited (“ Connected Placee ”), who is a connected person (as defined in the Rules Governing the Listing of Securities (“ Listing Rules ”) on the Stock Exchange) of the Company and as to 270,000,000 Placing Shares to not less than six Placees, who are independent of and not connected with any of the directors, chief executive or substantial shareholders of the Company or any of its subsidiaries or any of their respective associates (as defined in the Listing Rules));

• (ii) the creation and issue of unlisted warrants (“ Warrants ”) by the Company to the Placees (on the basis of one Warrant for every five Placing Shares) conferring rights to subscribe for new ordinary shares (each a “ Share ”) of par value of HK$0.10 each in the capital of the Company exercisable at any time within 12 months commencing from the date of issue of the Warrants (that is, the date of completion of the Placing Agreement) at an initial subscription price of HK$1.20 per Share, subject to adjustment and subject to the terms and conditions set out in the warrant instrument (“ Warrants Instrument ”) (a draft of which marked “B” and initialled by the chairman of this meeting for the purpose of identification) and to allot an issue such Warrant Shares upon the exercise of subscription rights attaching to the Warrants;

be and they are hereby generally and unconditionally approved in all respects and that the Placing Shares and the Warrants Shares shall, when allotted, issued and fully paid, rank pari passu in all respects with all other Shares in issue at the date of such allotment and issue;

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• (b) the directors (“ Directors ”) of the Company (or a duly authorised committee thereof) be and they are hereby generally and specifically authorised to allot and issue such number of Shares (“ Special Mandate ”) as may be required to be allotted and issued to cover (i) the Placing Shares and (ii) the Warrant Shares upon the exercise of subscription rights attaching to the Warrants upon and subject to the terms and conditions set out in the Warrants Instrument. The Special Mandate is in addition to, and shall not prejudice nor revoke any general or special mandate(s) which has/ have been granted or may from time to time be granted to the Directors by the shareholders of the Company prior to passing of this resolution numbered (2);

• (c) the Directors (or a duly authorised committee thereof) be and they are hereby generally and unconditionally authorised to do all such further acts and things and to sign and execute all such other or further documents and to take all such steps which, in the opinion of the Directors (or a duly authorised committee thereof), may be necessary, appropriate, desirable or expedient to implement and/or give effect to the terms of, or the transactions contemplated by, the Placing Agreement and to agree to such variation, amendments or waiver of matters relating thereto as are, in the opinion of the Directors (or a duly authorised committee thereof), in the interests of the Company.”

• (3) “ THAT subject to the passing of resolution numbered (2) above and the Executive (as defined in the circular of the Company dated 22 October 2007 (“ Circular ”) (a copy of which has been produced to this meeting marked “C” and initialed by the chairman of this meeting for the purpose of identification)) granting to Oriental Patron Asia Limited (“ Placing Agent ”) and parties acting in concert with it (including Oriental Patron Financial Services Group Limited (“ OPFSGL ”) and Ottness Investments Limited, the Connected Placee referred to in resolution numbered (2) above) the Whitewash Waiver (as defined in the Circular) and the satisfaction of any condition(s) attached to the Whitewash Waiver imposed by the Executive, the waiver pursuant to Note 1 to the Notes on dispensations from Rule 26 of the Hong Kong Code on Takeovers and Mergers (“ Takeovers Code ”) waiving any obligation on the part of the Placing Agent and parties acting in concert with it (including OPFSGL and the Connected Placee) to make a mandatory general offer to the shareholders of the Company to acquire shares in the Company other than those already owned by the Placing Agent and parties acting in concert with it (including OPFSGL and the Connected Placee) which would otherwise arise under Rule 26.1 of the Takeovers Code as a result of any allotment and issue pursuant to application(s) made by the Placing Agent and parties acting in concert with it (including OPFSGL and the Connected Placee) under the Placing (the terms of which are set out in the Circular) be and is hereby approved.”

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• (4) “ THAT subject to the passing of resolution numbered (2) above, the terms and conditions of the New Investment Management Agreement (as defined in the Circular referred to in resolution numbered (3) above) (a copy of which has been produced to this meeting marked “D” and initialled by the chairman of this meeting for the purpose of identification) and the Annual Caps (as defined in the Circular) in relation to the provision of investment management and administration services by Oriental Patron Asia Limited to the Company for the period from 1 April 2008 to 31 March 2011 (“ Continuing Connected Transactions ”) be and are hereby approved and the directors (“ Directors ”) of the Company (or a duly authorised committee thereof) authorized for and on behalf of the Company (among other matters) to sign, execute, perfect, deliver or to authorize signing, executing, perfecting and delivering all such documents and deeds to put into effect the Continuing Connected Transactions as to be regulated by the New Investment Management Agreement be and are hereby approved, ratified and confirmed, and the Directors (or a duly authorised committee thereof) be and are hereby authorized to do all such acts, matters and things as they may in their discretion consider necessary, expedient or desirable to give effect to and implement the Continuing Connected Transactions and the Annual Caps pursuant to the New Investment Management Agreement, to waive compliance from or make and agree such variations of a non-material nature to any of the terms of the New Investment Management Agreement as they may in their discretion consider to be desirable and in the interest of the Company and its shareholders as a whole.”

• (5) “ THAT subject to the passing of resolution numbered (2) above, the continuing connected transactions constituted or to be constituted by the provision of investment management and administration services by Oriental Patron Asia Limited to the Company for the year ending 31 March 2008 under the terms and conditions of the Existing Investment Management Agreement (as defined in the Circular referred to in this resolution numbered (5) (a copy of which has been produced to this meeting marked “E” and initialled by the chairman of this meeting for the purpose of identification) and the Revised 2008 Annual Cap (as defined in the Circular) be and are hereby approved, ratified and confirmed and the directors (“ Directors ”) of the Company authorized for and on behalf of the Company (among other matters) to sign, execute, perfect, deliver or to authorize signing, executing, perfecting and delivering all such documents and deeds to put into effect the continuing connected transactions regulated by the Existing Investment Management Agreement for the year ending 31 March 2008 be and hereby approved, ratified and confirmed, and the

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Directors be and are hereby authorized to do all such acts, matters and things as they may in their discretion consider necessary, expedient or desirable to give effect to and implement the continuing connected transactions, to waive compliance from or make and agree such variations of a non-material nature to any of the terms of the Existing Investment Management Agreement as they may in their discretion consider to be desirable and in the interest of the Company and its shareholders as a whole.”

By Order of the Board Concepta Investments Limited Wong Hiu Ling Company Secretary

Hong Kong, 22 October 2007

Registered office: Head office and principal place of P.O. Box 309 GT business in Hong Kong: Ugland House 27th Floor, Two Exchange Square South Church Street 8 Connaught Place George Town Central Grand Cayman Hong Kong Cayman Islands

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Notes:

1. A member of the Company entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or more proxy to attend and, subject to the provisions of the articles of association of the Company, vote in his/her stead. A proxy need not be a member of the Company.

2. In order to be valid, the form of proxy must be completed and signed in accordance with the instructions printed thereon and deposited together with a power of attorney or other authority, if any, under which it is signed or a certified copy of that power of authority, at the offices of the Company’s Hong Kong branch registrar, Tricor Abacus Limited, at 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong no less than 48 hours before the time for holding the meeting or adjourned meeting.

3. Delivery of an instrument appointment a proxy should not preclude a member from attending and voting in person at the above meeting or any adjournment thereof and in such event, the instrument appointment a proxy shall be deemed to be revoked.

4. In the case of a joint registered holders of a share, any one of such persons may vote at the meeting, either personally or by proxy, in respect of such share as if he/she/it were solely entitled thereto; but if more than one of such joint holders are present at the above meeting personally or by proxy, that one of the said persons so present being the most or, as the case may be, the more senior shall also be entitled to vote in respect of the relevant joint holding and, for this purpose, seniority shall be determined by the order in which the names of the joint holders stand on the register of members of the Company in respect of the relevant joint holding.

As at the date of this notice, the Board comprises two executive Directors, namely Mr Zhang Zhi Ping and Mr Zhang Gaobo, a non-executive Director, namely Mr Liu Hongru; and three independent non-executive Directors, namely Mr Kwong Che Keung, Gordon, Professor He Jia and Mr Wang Xiaojun.

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