Synagistics Limited — AGM Information 2019

Jul 24, 2019

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in 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 OP Financial Limited, you should at once hand this circular with the accompanying form of proxy to the purchaser or the transferee or to the bank, stockbroker 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.

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OP FINANCIAL LIMITED 東英金融有限公司[*] (Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1140)

PROPOSALS FOR GRANT OF GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE SHARES, RE-ELECTION OF DIRECTORS, AMENDMENTS TO THE ARTICLES OF ASSOCIATION, AND NOTICE OF ANNUAL GENERAL MEETING

Notice of the Annual General Meeting of the Company to be held at 11:00 a.m. on Tuesday, 27 August 2019 at 41st Floor, One Exchange Square, 8 Connaught Place, Central, Hong Kong is set out on pages 15 to 20 of this circular. Whether or not you are able to attend the meeting, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same as soon as possible and in any event no later than 48 hours before the time of the meeting or any adjournment thereof to the Company’s branch share registrar in Hong Kong, Tricor Abacus Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong. Completion and return of the form of proxy will not preclude you from attending and voting at the meeting or any adjournment thereof should you so wish.

25 July 2019

* For identification purpose only

CONTENTS

				Pages
Definitions	. . . . . . . . . . . . . . . . . . .	.	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
**Letter from **	the Board
–	Introduction . . . . . . . . .	.	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
–	Proposed grant of Issue Mandate, Repurchase Mandate
	and Extension Mandate		. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
–	Proposed re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			4
–	Proposed amendments to		the Articles of Association . . . . . . . . . . . . . .	5
–	Actions to be taken . . .	.	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
–	Recommendation . . . . .	.	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
–	Voting by way of poll . .	.	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
–	Responsibility statement		. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
–	Additional information	.	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Appendix I	— Explanatory statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			9
Appendix II — Details of Directors proposed for re-election . . . . . . . . . . .				12
Notice of Annual General Meeting		.	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15

DEFINITIONS

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

• “AGM Notice”

• the notice for convening the Annual General Meeting set out on pages 15 to 20 in this circular

• “Annual General Meeting” or “AGM”

• the annual general meeting of the Company convened to be held at 11:00 a.m. on Tuesday, 27 August 2019 at 41st Floor, One Exchange Square, 8 Connaught Place, Central, Hong Kong

• “Articles”

• the articles of association of the Company, as amended from time to time

• “associates” has the meaning as defined under the Listing Rules

• “Board” the board of Directors

• “CG Code and CG Report” the Corporate Governance Code and Corporate Governance Report as set out in Appendix 14 to the Listing Rules

• “Companies Law”

• the Companies Law, Chapter 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands

• “Company”

• OP Financial Limited, a company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the Stock Exchange

• “Director(s)” director(s) of the Company

• “Extension Mandate”

• a general and unconditional mandate proposed to be granted to the Directors to the effect that the total number of Shares which may be allotted and issued under the Issue Mandate may be increased by an additional number representing such number of Shares actually repurchased under the Repurchase Mandate

• “Hong Kong”

• Hong Kong Special Administrative Region of the PRC

– 1 –

DEFINITIONS

• “Issue Mandate”

• a general and unconditional mandate proposed to be granted to the Directors to exercise the power of the Company to allot, issue or otherwise deal with unissued Shares up to a maximum of 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing the relevant resolution at the Annual General Meeting

• “Latest Practicable Date”

• 17 July 2019, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular

• “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

• “PRC” the People’s Republic of China

• “Repurchase Mandate”

• a general and unconditional mandate proposed to be granted to the Directors to enable them to repurchase Shares the aggregate nominal amount of which shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing the relevant resolution at the Annual General Meeting

• “SFC” the Securities and Futures Commission of Hong Kong

• “SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

• “Share(s)”

• ordinary share(s) of nominal value of HK$0.10 each in the capital of the Company

• “Shareholder(s)” holder(s) of Shares

• “Stock Exchange” the Stock Exchange of Hong Kong Limited

• “Takeovers Code”

• the Hong Kong Code on Takeovers and Mergers

• “HK$” Hong Kong dollars, the lawful currency of Hong Kong

• “%”

• per cent.

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LETTER FROM THE BOARD

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OP FINANCIAL LIMITED 東英金融有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1140)

Executive Directors:

ZHANG Zhi Ping (Honaray Chairman) ZHANG Gaobo (Chairman) LIU Zhiwei (Chief Executive Officer) ZHANG Weidong

Registered office:

P.O. Box 309 Ugland House Grand Cayman, KY1-1104 Cayman Islands

Non-executive Director: WU Zhong (Deputy Chairman)

Independent non-executive Directors:

KWONG Che Keung, Gordon HE Jia WANG Xiaojun Chen Yuming Fu Weigang

Head office and principal place of business in Hong Kong: 41st Floor, One Exchange Square 8 Connaught Place, Central Hong Kong

25 July 2019

To the Shareholders

Dear Sir/Madam,

PROPOSALS FOR GRANT OF GENERAL MANDATES

TO ISSUE NEW SHARES AND REPURCHASE SHARES, RE-ELECTION OF DIRECTORS, AMENDMENTS TO THE ARTICLES OF ASSOCIATION, AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The primary purposes of this circular are to provide you with information regarding the resolutions to be proposed at the Annual General Meeting and to give you the AGM Notice. Resolutions to be proposed at the Annual General Meeting include ordinary resolutions on the grant of the Issue Mandate, the Repurchase Mandate and the Extension Mandate, and a special resolution on the amendments to the Articles of Association. This circular also includes details of the Directors subject to re-election at the Annual General Meeting.

• For identification purpose only

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LETTER FROM THE BOARD

Under the Listing Rules, the Company is required to provide you with information reasonably necessary to enable you to make an informed decision as to whether to vote for or against the resolutions to be proposed at the Annual General Meeting. This circular is also prepared for such purpose.

PROPOSED GRANT OF ISSUE MANDATE, REPURCHASE MANDATE AND EXTENSION MANDATE

At the annual general meeting of the Company held on 28 August 2018, the Directors were granted a general mandate to allot, issue and deal with Shares in the capital of the Company and a repurchase mandate to repurchase Shares on the Stock Exchange. These mandates will expire at the conclusion of the Annual General Meeting. To facilitate future allotment and issue of Shares by the Directors on behalf of the Company, the Directors will seek the approval of the Shareholders for the grant of the Issue Mandate and Repurchase Mandate.

In addition, an ordinary resolution regarding the Extension Mandate will be proposed at the Annual General Meeting to authorise the increase in the total number of new Shares which may be allotted and issued under the Issue Mandate by an additional number representing such number of Shares actually repurchased under the Repurchase Mandate.

As at the Latest Practicable Date, the issued share capital of the Company comprised 2,900,940,000 Shares. Subject to the passing of the proposed resolution for the grant of the Repurchase Mandate and Issue Mandate and on the basis that no Shares are allotted and issued or repurchased by the Company prior to the Annual General Meeting, (a) the Company will be allowed under the Issue Mandate to issue up to a maximum of 580,188,000 Shares plus any Shares which may have been repurchased by the Company under the Repurchase Mandate and (b) the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 290,094,000 Shares.

The explanatory statement in respect of the Repurchase Mandate required by the Listing Rules to be included in this circular is set out in Appendix I to this circular.

PROPOSED RE-ELECTION OF DIRECTORS

Under article 106 of the Articles, any Director appointed by the Board either to fill a casual vacancy or as an additional Director shall hold office until the next general meeting of the Company and shall then be eligible for re-election at that meeting. By virtue of article 106 of the Articles, Dr. LIU Zhiwei, who was appointed by the Board as Director on 16 April 2019, will hold office until the forthcoming Annual General Meeting and being eligible, will offer himself for re-election as Director at the Annual General Meeting. Biographical information of Dr. LIU Zhiwei is set out in the Appendix II to this circular.

Under article 113 of the Articles, Mr. KWONG Che Keung Gordon, Prof. HE Jia and Mr. WANG Xiaojun will retire as Directors by rotation. Prof. HE Jia and Mr. WANG Xiaojun will, being eligible, offer themselves for re-election as Directors at the Annual General Meeting.

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LETTER FROM THE BOARD

Under the code provision set out in the paragraph A.4.3 of Appendix 14 of the Listing Rules, any further appointment of independent non-executive Director serving more than nine years should be subject to a separate resolution to be approved by shareholders. Prof. HE Jia and Mr. WANG Xiaojun have served as independent non-executive directors for more than nine years. A separate resolution will be proposed for their appointments at the Annual General Meeting. Biographical details of Prof. HE Jia and Mr. WANG Xiaojun are set out in Appendix II to this circular.

The Company confirms that it has received from each of the independent non-executive directors an annual confirmation of his independence pursuant to rule 3.13 of the Listing Rules and the Company considers the independent non-executive directors are independent in character and judgment and fulfil the independence guidelines. The Board and the nomination committee further consider that both Prof. HE Jia and Mr. WANG Xiaojun remain independent, notwithstanding their length of tenure. They continue to demonstrate the attributes of an independent non-executive director noted above and there is no evidence that their tenure has had any impact on their independence. The Board and the nomination committee believe that their detailed knowledge and experience of the Group’s business and their external experience continue to be of significant benefit to the Company and that they maintain an independent view of its affairs.

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Pursuant to the revised Joint Policy Statement regarding the listing of overseas companies published by the SFC and the Stock Exchange on 27 September 2013, the Directors will seek the approval of the Shareholders by way of a special resolution for the amendments to the Articles of Association. Details of the amendments are set out as follows (with amendments underlined):

The existing Article 79:

“The Board may, whenever it thinks fit, convene an extraordinary general meeting. General meetings shall also be convened on the written requisition of any two or more members of the Company deposited at the principal office of the Company in Hong Kong or, in the event the Company ceases to have such a principal office, the registered office specifying the objects of the meeting and signed by the requisitionists, provided that such requisitionists held as at the date of deposit of the requisition not less than twenty five per cent. of the paid up capital of the Company which carries the right of voting at general meetings of the Company. General meetings may also be convened on the written requisition of any one member of the Company which is a recognized clearing house (or its nominee) deposited at the principal office of the Company in Hong Kong or, in the event the Company ceases to have such a principal office, the registered office specifying the objects of the meeting and signed by the requisitionist, provided that such requisitionist held as at the date of deposit of the requisition not less than 25 per cent. of the paid up capital of the Company which carries the right of voting at general meetings of the Company. If the Board does not within 21 days from the date of deposit of the requisition proceed duly to convene the meeting, the requisitionist(s) themselves or any of

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LETTER FROM THE BOARD

them representing more than one-half of the total voting rights of all of them, may convene the general meeting in the same manner, as nearly as possible, as that in which meetings may be convened by the Board provided that any meeting so convened shall not be held after the expiration of three months from the date of deposit of the requisition, and all reasonable expenses incurred by the requisitionist(s) as a result of the failure of the Board shall be reimbursed to them by the Company.”

be amended as follows:

“The Board may, whenever it thinks fit, convene an extraordinary general meeting. General meetings shall also be convened on the written requisition of any two or more members of the Company deposited at the principal office of the Company in Hong Kong or, in the event the Company ceases to have such a principal office, the registered office specifying the objects of the meeting and signed by the requisitionists, provided that such requisitionists held as at the date of deposit of the requisition not less than 10 per cent. of the paid up capital of the Company which carries the right of voting at general meetings of the Company. General meetings may also be convened on the written requisition of any one member of the Company which is a recognized clearing house (or its nominee) deposited at the principal office of the Company in Hong Kong or, in the event the Company ceases to have such a principal office, the registered office specifying the objects of the meeting and signed by the requisitionist, provided that such requisitionist held as at the date of deposit of the requisition not less than 10 per cent. of the paid up capital of the Company which carries the right of voting at general meetings of the Company. If the Board does not within 21 days from the date of deposit of the requisition proceed duly to convene the meeting, the requisitionist(s) themselves or any of them representing more than one-half of the total voting rights of all of them, may convene the general meeting in the same manner, as nearly as possible, as that in which meetings may be convened by the Board provided that any meeting so convened shall not be held after the expiration of three months from the date of deposit of the requisition, and all reasonable expenses incurred by the requisitionist(s) as a result of the failure of the Board shall be reimbursed to them by the Company.”

The Company’s legal advisers as to Hong Kong Laws and the laws of the Cayman Islands have respectively confirmed that the proposed amendments to the existing Articles of Association are in compliance with the requirements of the Listing Rules and the Cayman Islands laws. The Company also confirms that there is nothing unusual about the proposed amendments to the existing Articles of Association for a company listed in Hong Kong.

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LETTER FROM THE BOARD

ACTIONS TO BE TAKEN

At the Annual General Meeting, as the case may be, ordinary resolutions will be proposed to approve, among other matters, the following:

• (a) the grant of the Issue Mandate;

• (b) the grant of the Repurchase Mandate; and

• (c) the grant of the Extension Mandate.

and a special resolution will be proposed to approve, among other matters, the amendments to the Articles of Association.

Whether or not you are able to attend the Annual General Meeting in person, you are requested to complete and return the form of proxy in accordance with the instructions printed thereon as soon as possible and in any event not later than 48 hours before the time for the Annual General Meeting or any adjournment thereof to the Company’s branch share registrar, Tricor Abacus Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong. Completion and return of the form of proxy will not preclude you from attending and voting at the Annual General Meeting or any adjournment thereof should you so wish.

RECOMMENDATION

The Directors believe that the grant of the Issue Mandate, the Repurchase Mandate, the Extension Mandate, the re-election of Directors and the amendments to the Articles of Association as set out in the AGM Notice are beneficial to and in the best interests of the Company and the Shareholders as a whole.

The Directors believe that an exercise of the Issue Mandate will enable the Company to take advantage of market conditions to raise additional capital for the Company.

The Repurchase Mandate may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made when the Directors believe that such repurchases of Shares will benefit the Company and the Shareholders.

An exercise of the Repurchase Mandate in full could have a material adverse impact on the working capital and gearing position of the Company compared with that as at 31 March 2019, being the date of its latest published audited accounts. The Directors do not, however, intend to make any repurchase in circumstances that would have a material adverse impact on the working capital or gearing position of the Company.

The amendments to the Articles of Association will allow shareholders holding a minority stake to convene an extraordinary general meeting and provide key shareholder protections set out in the revised Joint Policy Statement regarding the listing of overseas companies published by the SFC and the Stock Exchange on 27 September 2013.

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LETTER FROM THE BOARD

Accordingly, the Directors recommend the Shareholders to vote in favour of the ordinary resolutions approving the grant of the Issue Mandate, the Repurchase Mandate, the Extension Mandate and the re-election of Directors, and the special resolution approving the amendments to the Articles of Association at the Annual General Meeting.

VOTING BY WAY OF POLL

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of 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. Accordingly, the chairman of the AGM will demand a poll for every resolution put to the vote of the AGM pursuant to Article 87 of the Articles. The results of the poll will then be announced by the Company in the manner prescribed under Rule 13.39(5) of the Listing Rules.

RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts the omission of which would make any statement herein misleading.

ADDITIONAL INFORMATION

Your attention is drawn to the additional information set out in the appendices to this circular.

Yours faithfully, For and on behalf of the Board OP Financial Limited ZHANG Gaobo Chairman

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APPENDIX I

EXPLANATORY STATEMENT

This appendix serves as an explanatory statement, as required by the Listing Rules, to provide the requisite information to enable you to make an informed decision on whether to vote for or against the resolution to approve the grant of the Repurchase Mandate to the Directors.

LISTING RULES RELATING TO THE REPURCHASE OF SECURITIES

The Listing Rules permit companies whose primary listing is on the Stock Exchange to repurchase their securities on the Stock Exchange subject to certain restrictions, the most important of which are summarised below. The Company is empowered by its memorandum of association and the Articles to repurchase its own securities.

SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 2,900,940,000 Shares. Subject to the passing of the proposed resolution for the grant of the Repurchase Mandate and on the basis that no Shares are allotted and issued or repurchased by the Company prior to the Annual General Meeting, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 290,094,000 Shares.

REASONS FOR THE REPURCHASE

The Directors believe that the Repurchase Mandate is in the best interests of the Company and the Shareholders. An exercise of the Repurchase Mandate may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made if the Directors believe that such repurchases will benefit the Company and its Shareholders.

FUNDING OF REPURCHASES

In repurchasing securities, the Company may only apply funds legally available for such purpose in accordance with its memorandum of association and the Articles, the Listing Rules and the applicable laws of the Cayman Islands, including but not limited to profits of the Company or the proceeds of a fresh issue of Shares made for the purpose of the repurchase.

Taking into account the current working capital position of the Company, the Directors consider that, if the Repurchase Mandate were to be exercised in full, it might have a material adverse effect on the working capital and/or the gearing position of the Company as compared with its position as at 31 March 2019, being disclosed in the Company’s latest published audited accounts contained in the annual report for the year ended 31 March 2019. However, the Directors do not intend to make any repurchases to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements or the gearing position of the Company which in the opinion of the Directors are from time to time appropriate for the Company.

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APPENDIX I

EXPLANATORY STATEMENT

SHARE PRICES

The highest and lowest prices at which the Shares have traded on the Stock Exchange during each of the previous twelve months preceding the Latest Practicable Date were as follows:

	Highest	Lowest
	HK$	HK$
2018
June	3.48	3.11
July	3.08	2.9
August	3.09	2.96
September	3.00	2.72
October	2.75	2.50
November	2.57	2.41
December	2.93	2.43
2019
January	2.5	2.22
February	2.43	2.19
March	2.19	2.02
April	2.54	2.02
May	2.61	2.17
June	2.15	1.94
July (Note 1)	2.03	1.97
Note: 1. Up to the Latest Practicable Date

DISCLOSURE OF INTERESTS AND MINIMUM PUBLIC HOLDING

None of the Directors or, to the best of their knowledge, having made all reasonable enquiries, their close associates, have any present intention to sell to the Company any of the securities in the Company if the Repurchase Mandate is approved at the Annual General Meeting.

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the power of the Company to make purchases of the Shares pursuant to the Repurchase Mandate in accordance with the Listing Rules, applicable laws of the Cayman Islands and the regulations set out in the memorandum of association of the Company and the Articles.

If a Shareholder’s proportionate interest in the voting rights of the Company increases on the Company exercising its powers to repurchase securities pursuant to the Repurchase Mandate, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder or a group of Shareholders acting in concert could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code. The

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APPENDIX I

EXPLANATORY STATEMENT

Diretors are not aware of aware of any consequences which may arise under the Takeover Code as a result of any repurchase to be made under the Repurchase Mandate.

The Directors confirmed that as at the Latest Practicable Date, they had no present intention to exercise the Repurchase Mandate should the same be approved at the Annual General Meeting. No core connected person (within the meaning ascribed to it in the Listing Rules) of the Company has notified the Company that he/she/it has a present intention to sell any securities of the Company nor has such connected person undertaken not to sell any of the securities held by him/her/it to the Company in the event that the Repurchase Mandate is granted.

SECURITIES REPURCHASE MADE BY THE COMPANY

The Company repurchased and cancelled a total of 36,756,000 Shares at an aggregate consideration of approximately HK$78,100,000 during the six months immediately preceding the Latest Practicable Date. The details of Share repurchase are as follows:

	Number of	Highest	Lowest
	shares	price per	price per
Date	repurchased	share	share	Total paid
		(HK$)	(HK$)	(HK$)
26 Feb 2019	1,048,000	2.2200	2.2000	2,320,560.00
27 Feb 2019	1,520,000	2.2200	2.1900	3,369,480.00
28 Feb 2019	1,400,000	2.2100	2.1900	3,075,960.00
01 Mar 2019	1,800,000	2.1900	2.1800	3,931,600.00
04 Mar 2019	1,500,000	2.1700	2.1400	3,245,480.00
05 Mar 2019	6,100,000	2.1600	2.0200	12,823,480.00
06 Mar 2019	2,800,000	2.1900	2.1500	6,086,680.00
07 Mar 2019	2,300,000	2.1900	2.1700	5,021,520.00
08 Mar 2019	2,600,000	2.1900	2.1500	5,647,680.00
11 Mar 2019	3,300,000	2.1700	2.1200	7,116,320.00
12 Mar 2019	388,000	2.1700	2.1700	841,960.00
13 Mar 2019	700,000	2.1500	2.1500	1,505,000.00
14 Mar 2019	700,000	2.1500	2.1400	1,504,080.00
18 Mar 2019	3,300,000	2.1300	2.0400	6,922,960.00
19 Mar 2019	1,000,000	2.0500	2.0300	2,040,000.00
20 Mar 2019	4,500,000	2.0300	2.0000	9,033,000.00
21 Mar 2019	1,800,000	2.0300	1.9900	3,614,000.00

Saved as disclosed above, neither the Company nor any of its subsidiaries had purchased, sold or redeemed any of the Company’s listed securities during the six months immediately preceding the Latest Practicable Date.

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APPENDIX II

DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

The following are the particulars of the Directors, who will retire at the Annual General Meeting and who being eligible, will offer themselves for re-election at the Annual General Meeting.

1. Dr. LIU Zhiwei, aged 52, has been appointed as Chief Executive Officer and an executive Director of the Company since 16 April 2019. From June 2016 to June 2018, he was an executive Director, the president of the Company, and a member of the corporate governance committee. From December 2015 to June 2016, he served as a non-executive director of the Company. Dr.Liu obtained a bachelor’s degree in Industrial Management Engineering from Zhe Jiang University in 1989. He furthered his studies in Graduate School of the People’s Bank of China between 1989 and 1992 and obtained his master’s degree in international finance. In 2007, he obtained a doctoral degree in Economics & Law from Hunan University. Dr. Liu completed a professional programme in Finance CEO from Cheung Kong Graduate School of Business in 2010. Dr. Liu has over 20 years of experience in financing, securities investment and capital market. He served as a non-executive director of Shanghai Zendai Property Limited (stock code: 755), whose shares are listed on the Stock Exchange for the period from 2 February 2010 to 12 December 2012. He was the vice-chairman of Chang’an International Trust Co., Ltd (formerly known as Xi’an International Trust Co., Ltd) from 2008 to 2011. Dr. Liu served as a supervisor of Xin Jiang Hui-tong (Group) Co., Ltd (stock code: 415) from December 2005 to December 2008, whose shares are listed on the Shenzhen Stock Exchange. He also served as a general manager of the merger and acquisition department of Guosen Securities Co., Ltd from 1997 to 1998.

Save as disclosed above, Dr. Liu did not hold any directorship in other listed public companies in the last three years and did not have any relationship with any directors, senior management, substantial shareholders (as defined in the Listing Rules) or controlling shareholders (as defined in the Listing Rules) of the Company.

As at the Latest Practicable Date, Dr. Liu has personal interests of 396,898,000 ordinary shares of the Company (representing approximately 13.68% of the entire issued share capital).

Saved as disclosed above, Dr. Liu did not have any other interest in the Company’s shares within the meaning of Part XV of the SFO.

Dr. Liu entered an appointment letter with the Company on 16 April 2019. His directorship with the Company is subject to retirement for re-election at the Annual General Meeting in accordance with the articles of association of the Company, and should not be more than three years for each appointment. There is no specified term for the appointment of the Chief Executive Officer but each party to the appointment letter may terminate the appointment by giving the other party one month’s prior written notice. Dr. Liu is entitled to an annual Director’s fee of HK$3,000,000, which was determined by reference to the experience, responsibilities, workload and the time to be devoted to the Company by Dr. Liu. Apart from the Director’s fee, Dr. Liu is not entitled to other emoluments.

– 12 –

APPENDIX II

DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

1. Prof. HE Jia , aged 64, has been an independent non-executive Director and serving as a member of the audit committee of the Company since February 2003 and a member of the remuneration committee of the Company since April 2005. Prof. He has also been appointed the chairman of the corporate governance committee and serving as a member of the nomination committee of the Company since January 2012. He is currently a leading professor of Department of Finance at the South University of Science and Technology of China and was a professor of Department of Finance at the Chinese University of Hong Kong and a professor at the Tsinghua University. He was a commissioner of the Strategy and Development Committee of CSRC and director of research of Shenzhen Stock Exchange from June 2001 to October 2002. He is a an editor of China Financial Economics Review, and is serving as a member of editorial boards of a number of journals, including China Accounting and Finance Review and Research in Banking and Finance. He holds a Doctor of Philosophy degree in Finance from the Wharton School of University of Pennsylvania, the United States.

Save as disclosed above, Prof. HE did not hold any directorship in other listed public companies in the last three years and did not have any relationship with any directors, senior management, substantial shareholders (as defined in the Listing Rules) or controlling shareholders (as defined in the Listing Rules) of the Company. As at the Latest Practicable Date, Prof. HE did not have any interest in the Company’s shares within the meaning of Part XV of the SFO.

There is no service contract entered into between the Company and Prof. HE. Prof. HE is appointed for a term of one year from 1 June 2019 until the conclusion of the annual general meeting in 2020, and he is subject to retirement by rotation and re-election at the Annual General Meeting of the Company in accordance with the Articles. Pursuant to the appointment letter entered into between Prof. HE and the Company, Prof. HE is entitled to an annual Director’s fee of HK$250,000, which was determined by reference to the experience, responsibilities, workload and the time to be devoted to the Company by Prof. HE. Apart from the Director’s fee, Prof. HE is not entitled to other emoluments.

1. Mr. WANG Xiaojun , aged 64, has been an independent non – executive Director and a member of the audit committee of the Company since August 2004. Mr. Wang has also been serving as the chairman of the remuneration committee of the Company since April 2005, and a member of the nomination committee and corporate governance committee of the Company since January 2012. Mr. Wang is a partner of Jun He Law Offices and was admitted lawyer and solicitor in the PRC, Hong Kong and England and Wales in 1988, 1995 and 1996 respectively. Mr. Wang has worked as a member of the legal expert group in the Stock Exchange and solicitor in Richards Butler and has worked as an investment banker in Peregrine and ING Barings. He graduated from the People’s University of China and the Graduate School of the Chinese

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APPENDIX II

DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

Academy of Social Science and holds a bachelor degree in Laws and a master degree in Laws. Mr. Wang is currently an independent non-executive director of, Livzon Pharmaceutical Group Co.,Ltd., a company listed on Stock Exchange and Shenzhen Stock Exchange, and China Aerospace International Holdings Limited, a company listed on the Stock Exchange. He was previously an independent non-executive director of Norinco International Cooperation Company Limited until 16 September 2014, and Yanzhou Coal Mining Company Limited until 29 June 2017.

Save as disclosed above, Mr. WANG did not hold any directorship in other listed public companies in the last three years and did not have any relationship with any directors, senior management, substantial shareholders (as defined in the Listing Rules) or controlling shareholders (as defined in the Listing Rules) of the Company. As at the Latest Practicable Date, Mr. WANG did not have any interest in the Company’s shares within the meaning of Part XV of the SFO.

There is no service contract entered into between the Company and Mr. WANG. Mr. WANG is appointed for a term of one year from 1 June 2019 until the conclusion of the annual general meeting in 2020, and he is subject to retirement by rotation and re-election at the Annual General Meeting of the Company in accordance with the Articles. Pursuant to the appointment letter entered into between Mr. WANG and the Company, Mr. WANG is entitled to an annual Director’s fee of HK$250,000, which was determined by reference to the experience, responsibilities, workload and the time to be devoted to the Company by Mr. WANG. Apart from the Director’s fee, Mr. WANG is not entitled to other emoluments.

Save as disclosed above, the Directors are not aware of any other matters that need to be brought to the attention of the Shareholders nor other information to be disclosed pursuant to any of the requirements of Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, in relation to the proposed re-election of Dr. Liu Zhiwei, Professor HE Jia and Mr. WANG Xiaojun.

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NOTICE OF ANNUAL GENERAL MEETING

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OP FINANCIAL LIMITED 東英金融有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1140)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an annual general meeting of OP Financial Limited (“ Company ”) will be held at 11:00 a.m. on Tuesday, 27 August 2019 at 41st Floor, One Exchange Square, 8 Connaught Place, Central, Hong Kong for the following purposes:

1. to receive and approve the audited financial statements and the reports of the directors (“ Directors ”) and auditor of the Company for the year ended 31 March 2019;

2. to declare a final dividend;

3. to re-elect the Directors and to authorise the board of Directors to fix the Directors’ remuneration;

4. to re-appoint Messrs. PricewaterhouseCoopers as the auditor and to authorise the board of Directors to fix their remuneration;

and, to consider and, if thought fit, pass the following resolutions (with or without modifications):

ORDINARY RESOLUTIONS

1. “ THAT :

2. (a) subject to paragraph (c) below, pursuant to the Rules (“ Listing Rules ”) Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (“ Stock Exchange ”), the exercise by the directors of the Company during the Relevant Period of all the powers of the Company to allot, issue and deal with the unissued shares (each a “ Share ”) of HK$0.10 each in the capital of the Company and to make or grant offers, agreements and options, including warrants to subscribe for Shares, which might require the exercise of such powers be and the same is hereby generally and unconditionally approved;

• For identification purpose only

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NOTICE OF ANNUAL GENERAL MEETING

• (b) the approval in paragraph (a) above shall authorise the directors of the Company during the Relevant Period to make or grant offers, agreements and options, including warrants to subscribe for Shares, which might require the exercise of such powers after the end of the Relevant Period;

• (c) the aggregate nominal amount of share capital allotted and issued or agreed conditionally or unconditionally to be allotted and issued (whether pursuant to options or otherwise) by the directors of the Company pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue; or (ii) the exercise of any options granted under the share option scheme of the Company; or (iii) any scrip dividend or similar arrangements providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company in force from time to time; or (iv) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into Shares shall not exceed the aggregate of:

• (aa) 20 per cent. of the aggregate nominal amount of the share capital of the Company in issue on the date of the passing of this resolution; and

• (bb) (if the directors of the Company are so authorised by a separate ordinary resolution of the shareholders of the Company) the aggregate nominal amount of any share capital of the Company purchased by the Company subsequent to the passing of this resolution (up to a maximum equivalent to 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue on the date of the passing of this resolution),

and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and

• (d) for the purposes of this resolution:

• “ Relevant Period ” means the period from the date of the passing of this resolution until whichever is the earliest of:

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

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NOTICE OF ANNUAL GENERAL MEETING

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company, the Companies Law, Chapter 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands (“ Companies Law ”) or any other applicable law of the Cayman Islands to be held; and

• (iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the directors of the Company by this resolution;

“ Rights Issue ” means an offer of Shares, or offer or issue of warrants, options or other securities giving rights to subscribe for Shares open for a period fixed by the directors of the Company to holders of Shares on the Company’s register of members on a fixed record date in proportion to their then holdings of Shares (subject to such exclusion 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, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction outside Hong Kong or any recognised regulatory body or any stock exchange outside Hong Kong).”

1. “ THAT :

2. (a) subject to paragraph (b) below, the exercise by the directors of the Company during the Relevant Period of all powers of the Company to purchase shares (each a “ Share ”) of HK$0.10 each in the capital of the Company on the Stock Exchange or any other stock exchange on which the Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong (“ SFC ”) and the Stock Exchange for such purpose, and otherwise in accordance with the rules and regulations of the SFC, the Stock Exchange, the Companies Law and all other applicable laws in this regard, be and the same is hereby generally and unconditionally approved;

3. (b) the aggregate nominal amount of Shares which may be purchased or agreed to be purchased by the Company pursuant to the approval in paragraph (a) during the Relevant Period shall not exceed 10 per cent. of the aggregate nominal amount of the issued share capital of the Company as at the date of the passing of this resolution and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and

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NOTICE OF ANNUAL GENERAL MEETING

• (c) for the purposes of this resolution, “ Relevant Period ” means the period from the date of the passing of this resolution until whichever is the earliest of:

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

  • (ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company, the Companies Laws or any other applicable law of the Cayman Islands to be held; and

  • (iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the directors of the Company by this resolution.”

• “ THAT conditional on the passing of resolutions numbered 5 and 6 above, the general mandate granted to the directors of the Company pursuant to paragraph (a) of resolution numbered 5 above be and it is hereby extended by the addition to the aggregate nominal amount of the shares of HK$0.10 each in the capital of the Company which may be allotted or agreed conditionally or unconditionally to be allotted by the directors of the Company pursuant to or in accordance with such general mandate of an amount representing the aggregate nominal amount of the share capital of the Company purchased or agreed to be purchased by the Company pursuant to or in accordance with the authority granted under paragraph (b) of resolution numbered 6 above.”

SPECIAL RESOLUTION

1. “ THAT

2. (a) article 79 of the Articles of Association of the Company shall be deleted in its entirety and be replaced with the following:

   1. The Board may, whenever it thinks fit, convene an extraordinary general meeting. General meetings shall also be convened on the written requisition of any two or more members of the Company deposited at the principal office of the Company in Hong Kong or, in the event the Company ceases to have such a principal office, the registered office specifying the objects of the meeting and signed by the requisitionists, provided that such requisitionists held as at the date of deposit of the requisition not less than 10 per cent. of the paid up capital of the Company which carries the right of voting at general meetings of the Company. General meetings may also be convened on the written requisition of any one member of the Company which is a recognized clearing house (or its nominee) deposited at the principal office of the Company in

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NOTICE OF ANNUAL GENERAL MEETING

Hong Kong or, in the event the Company ceases to have such a principal office, the registered office specifying the objects of the meeting and signed by the requisitionist, provided that such requisitionist held as at the date of deposit of the requisition not less than 10 per cent. of the paid up capital of the Company which carries the right of voting at general meetings of the Company. If the Board does not within 21 days from the date of deposit of the requisition proceed duly to convene the meeting, the requisitionist(s) themselves or any of them representing more than one-half of the total voting rights of all of them, may convene the general meeting in the same manner, as nearly as possible, as that in which meetings may be convened by the Board provided that any meeting so convened shall not be held after the expiration of three months from the date of deposit of the requisition, and all reasonable expenses incurred by the requisitionist(s) as a result of the failure of the Board shall be reimbursed to them by the Company; and

• (b) the directors of the Company be and are hereby authorised to do all such acts and things and execute all such documents and make all such arrangements as they shall, in their absolute discretion, deem necessary or expedient to give effect to the proposed amendments to the Articles of Association of the Company.”

Yours faithfully, By order of the Board OP Financial Limited Zhou Tao David Company Secretary

Hong Kong, 25 July 2019

Registered office: P.O. Box 309 Ugland House Grand Cayman, KY1-1104 Cayman Islands

• Head office and principal place of business in Hong Kong:

• 41st Floor, One Exchange Square 8 Connaught Place, Central Hong Kong

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NOTICE OF ANNUAL GENERAL MEETING

Notes:

1. A member of the Company entitled to attend and vote at the meeting above is entitled to appoint in written form one or, if he is the holder of two or more shares (the “ Shares ”) of the Company, more proxies to attend and vote instead of him. A proxy need not be a member of the Company.

2. In the case of joint holders of Shares, any one of such joint holders may vote, either in person or by proxy, in respect of such Shares as if he/she were solely entitled thereto, but if more than one of such joint holders are present at the above meeting, whether in person or by proxy, then one of the said persons so present whose name stands first on the register in respect of such Shares shall alone be entitled to vote in respect thereof.

3. In order to be valid, the form of proxy must be in writing under the hand of the appointor or of his/her attorney duly authorised in writing, or if the appointor is a corporation, either under seal, or under the hand of an officer or attorney duly authorised, and must be deposited with the Company’s branch share registrar in Hong Kong, Tricor Abacus Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong (together with the power of attorney or other authority, if any, under which it is signed or a certified copy thereof) not less than 48 hours before the time fixed for holding of the meeting (i.e., at or before 11:00 a.m. on Sunday, 25 August 2019 (Hong Kong time)), or any adjourned thereof.

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

5. The record date for determining shareholders’ right to attend and vote at the above meeting is 21 August 2019. In order to qualify for attending the above meeting, all transfer documents, accompanied by the relevant share certificates, must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Abacus Limited at level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration no later than 4:30 p.m. on 21 August 2019.

6. For determining the entitlement to the proposed final dividend for the year ended 31 March 2019 (subject to approval by shareholders of the Company at the forthcoming annual general meeting), the register of members of the Company will be closed from Monday, 2 September 2019 to Tuesday, 3 September 2019, both days inclusive, during which period no transfer of shares of the Company will be registered. In order to qualify for the proposed final dividends, all transfers of shares accompanied by the relevant share certificates and transfer forms must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Abacus Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration no later than 4:30 p.m. on Friday, 30 August 2019.

7. This notice has been printed in English and Chinese. In the event of any inconsistency, the English text of this notice shall prevail over its Chinese text.

As at the date of this announcement, the Board comprises four executive Directors, namely, Mr. Zhang Zhi Ping, Mr. Zhang Gaobo, Dr. Liu Zhiwei and Mr. Zhang Weidong; one non-executive Director, namely Dr. Wu Zhong; and five independent non-executive Directors, namely, Mr. Kwong Che Keung, Gordon, Professor He Jia, Mr. Wang Xiaojun, Mr. Chen Yuming and Dr. Fu Weigang.

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