Synagistics Limited — AGM Information 2020

Jul 29, 2020

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, AND NOTICE OF ANNUAL GENERAL MEETING

Notice of the Annual General Meeting of the Company to be held at 11:00 a.m. on Monday, 31 August 2020 at 41st Floor, One Exchange Square, 8 Connaught Place, Central, Hong Kong is set out on pages 16 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.

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

Please see page 1 of this circular for measures being taken to prevent the spread of the Novel Coronavirus (COVID-19) at the AGM, including: • compulsory body temperature checks; • health declarations; • compulsory for each attendee to wear a surgical face mask; and • no refreshment will be served.

Any person who does not comply with the precautionary measures may be denied entry into the meeting venue. The number of attendees allowed in the AGM venue is subject to the requirements and restrictions under the Prevention and Control of Disease (Prohibition on Group Gathering) Regulation (Cap. 599G). The Company hereby reminds its Shareholders that they may appoint the chairman of the meeting as their proxy to vote on the relevant resolution(s) at the AGM as an alternative to attending the meeting in person.

29 July 2020

* For identification purpose only

CONTENTS

		Pages
Precautionary measures for the AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
**Letter from **	the Board
–	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
–	Proposed grant of Issue Mandate, Repurchase Mandate
	and Extension Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
–	Proposed re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
–	Actions to be taken . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
–	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
–	Voting by way of poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
–	Responsibility statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
–	Additional information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Appendix I	— Explanatory statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Appendix II — Details of Directors proposed for re-election . . . . . . . . . . .		11
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		16

PRECAUTIONARY MEASURES FOR THE AGM

In view of the ongoing COVID-19 pandemic, the Company will implement the following preventive measures at the AGM to protect the attendees from the risk of infection:

• (i) Compulsory body temperature checks will be conducted on every attendee. Any person with a body temperature of over 37.4 degrees Celsius may be denied entry into the AGM venue;

• (ii) All attendees may be asked whether (a) he/she travels outside of Hong Kong within the 14-day period immediately before the AGM; and (b) he/she is subject to any Hong Kong Government prescribed quarantine. Anyone who responds positively to any of these questions will be denied entry into the meeting venue. The Company will also report to relevant authority for the breach of quarantine requirement;

• (iii) The Company requires attendees to wear surgical face masks at all times, and to maintain a safe distance between seats; and

• (iv) No refreshments will be served.

The number of attendees allowed in the AGM venue is subject to the requirements and restrictions under the Prevention and Control of Disease (Prohibition on Group Gathering) Regulation (Cap. 599G). To the extent permitted under law, the Company reserves the right to deny entry into the AGM venue or require any person to leave the AGM venue in order to ensure the safety of the attendees at the AGM.

The Company reminds all its Shareholders that physical attendance in person at the AGM is not necessary for the purpose of exercising voting rights. As an alternative, by using proxy forms with voting instructions inserted, Shareholders of the Company may appoint the chairman of the AGM as their proxy to vote on the relevant resolutions at the AGM instead of attending the AGM in person. If Shareholders have any questions about the relevant resolutions, they are welcome to contact the Company via the Investor Relations department as follows:

Investor Relation Department Tel: (852) 2842 9688 Email: ir@oriental-patron.com.hk

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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 16 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 Monday, 31 August 2020 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

• “HK$”

• Hong Kong dollars, the lawful currency of Hong Kong

• “Hong Kong”

• Hong Kong Special Administrative Region of the PRC

– 2 –

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”

• 22 July 2020, 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

• “%”

• 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 (Honorary Chairman) ZHANG Gaobo (Chairman) LIU Zhiwei (Chief Executive Officer)

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:

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

29 July 2020

To the Shareholders

Dear Sir/Madam,

PROPOSALS FOR GRANT OF GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE SHARES, RE-ELECTION OF DIRECTORS, 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. This circular also includes details of the Directors subject to re-election at the Annual General Meeting.

• For identification purpose only

– 4 –

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 27 August 2019, 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 the code provision set out in the paragraph A.4.2 of Appendix 14 of the Listing Rules, every director, including those appointed for a specific term, should be subject to retirement by rotation at least once every three years. Mr. ZHANG Zhi Ping and Mr. ZHANG Gaobo were elected as directors in August 2017, and Dr. WU Zhong was elected as director in March 2017. Mr. ZHANG Zhi Ping, Mr. ZHANG Gaobo and Dr. WU Zhong should retire by rotation and, be eligible, offer themselves for re-election as directors at the Annual General Meeting. Biographical details of Mr. ZHANG Zhi Ping, Mr. ZHANG Gaobo and Dr. WU Zhong are set out in Appendix II to this circular.

Under article 113 of the Articles, Prof. HE Jia and Mr. WANG Xiaojun will retire as Directors by rotation. Both of them 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.

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.

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 and the re-election of Directors 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.

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LETTER FROM THE BOARD

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 2020, 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.

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 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 2020, being disclosed in the Company’s latest published audited accounts contained in the annual report for the year ended 31 March 2020. 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$
2019
July	2.03	1.93
August	1.97	1.87
September	1.92	1.57
October	1.65	1.56
November	1.56	1.32
December	1.52	1.40
2020
January	1.54	1.39
February	1.41	0.95
March	1.18	1.06
April	1.16	1.05
May	1.08	0.89
June	0.93	0.82
July (Note 1)	0.93	0.78

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 Directors 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.

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APPENDIX I

EXPLANATORY STATEMENT

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 had not purchased any Shares (whether on the Stock Exchange or otherwise) 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. Mr. ZHANG Zhi Ping , aged 64, has been appointed as the Honorary Chairman of the Company since 29 June 2018, an executive Director since February 2003, and a member of the corporate governance committee since January 2012. From February 2003 to June 2018, he was the Chairman of the Board. From January 2012 to June 2018, he was also the chairman of the nomination committee. Mr. Zhang is the chairman of Oriental Patron Financial Group and is responsible for formulating the investment strategies, monitoring the investment performance and approving investment decisions. Mr. Zhang obtained a bachelor degree in Arts from Heilongjiang University in 1982 and later graduated from Graduate School of the People’s Bank of China (“ PBOC ”) and obtained a master’s degree in Economics. Mr. Zhang has over 30 years of experience in the PRC and international financial markets and held senior positions in a number of institutions, including the deputy division chief in Financial Administration Department of the PBOC, the chairman and general manager of Hainan Provincial Securities Company, the inaugural director of the Securities Society of China, the inaugural director of Department of Intermediary Supervision of China Securities Regulatory Commission (“ CSRC ”), a member of the listing committee of the Shanghai Stock Exchange and the chairman of the investment committee of Hainan Fudao Investment Management Company. Mr. Zhang has been a member of the Council of The PBC School of Finance of Tsinghua University since 2012. Mr. Zhang has taken up the role to serve as an Executive President of the Finance Center for South-South Cooperation Limited (formerly known as South-South Asia-Pacific Finance Center), a non-profit international organization in Special Consultative Status with ECOSOC of the United Nations, established for the promotion of South South Cooperation since April 2014.

Save as disclosed above, Mr. ZHANG 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. ZHANG has interest in 359,800,000 ordinary shares of the Company within the meaning of Part XV of the SFO.

Mr. ZHANG has entered into a service agreement with the Company for an initial fixed term of three years commencing on 1 February 2003 and has continued thereafter until terminated by not less than three months’ notice in writing served by either party on the other, which notice shall not expire until after the initial fixed term. Pursuant to the service agreement entered into between Mr. ZHANG and the Company, Mr. ZHANG is entitled to a Director’s fee of HK$250,000 per annum, which was determined by reference to the experience, responsibilities, workload and the time to be devoted to the Company by Mr. ZHANG. Apart from the Director’s fee, Mr. ZHANG is not entitled to other emoluments.

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APPENDIX II

DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

1. Mr. ZHANG Gaobo , aged 55, has been appointed as the Chairman of the Board and the chairman of the nomination committee since 29 June 2018, an executive director since February 2003, and a member of the corporate governance committee since January 2012. From February 2003 to April 2019, he was also the Chief Executive Officer. Mr. Zhang is responsible for formulating the investment strategies, monitoring the investment performance and approving investment decisions. Mr. Zhang founded Oriental Patron Financial Group with founding partners in 1993 and held the position as chief executive since then. He obtained a bachelor’s degree in Science from Henan University in 1985 and later graduated from the Peking University with a master’s degree in Economics in 1988. From 1988 to 1991, Mr. Zhang worked in Hainan Provincial Government and PBOC Hainan Branch and as the chairman of Hainan Stock Exchange Centre. Mr. Zhang is also an independent non-executive director of Beijing Enterprises Water Group Limited, a company listed on the Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) and was a non-executive director of Vimetco N.V., a company listed on the London Stock Exchange from June 2007 to June 2017. Mr. Zhang has taken up the role to serve as the Vice-President of Finance Center for South-South Cooperation Limited (formerly known as South-South Asia-Pacific Finance Center), a nonprofit international organization in Special Consultative Status with ECOSOC of the United Nations, established for the promotion of South South Cooperation since April 2014.

Save as disclosed above, Mr. ZHANG 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. ZHANG has interest in 359,800,000 ordinary shares of the Company within the meaning of Part XV of the SFO.

Mr. ZHANG has entered into a service agreement with the Company for an initial fixed term of three years commencing on 1 February 2003 and has continued thereafter until terminated by not less than three months’ notice in writing served by either party on the other, which notice shall not expire until after the initial fixed term. Pursuant to the service agreement entered into between Mr. ZHANG and the Company, Mr. ZHANG is entitled to a Director’s fee of HK$250,000 per annum, which was determined by reference to the experience, responsibilities, workload and the time to be devoted to the Company by Mr. ZHANG. Apart from the Director’s fee, Mr. ZHANG is not entitled to other emoluments.

– 12 –

APPENDIX II

DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

1. Dr. WU Zhong , aged 56, has been appointed as a non-executive Director of the Company since February 2017 and the Deputy Chairman of the Board since 29 June 2018. Dr. Wu has been the Vice-President and Director-General of Finance Center for South-South Cooperation Limited (“ FCSSCL ”, a connected person of the Company under Chapter 14A of the Listing Rules) since June 2015. Prior to joining FCSSCL, Dr. Wu held various positions in organisations in the PRC. He was the Mayor of Qianjiang, Chongqing Municipality from December 2010 to May 2015; the Director of International Poverty Reduction Center in China from July 2008 to November 2010; the Director-General of the Department of International Cooperation and Social Mobilization of the State Council Leading Group Office of Poverty Alleviation and Development (“ LGOP ”) from May 2002 to July 2008; the Chief of the Planning Division of LGOP from May 2000 to May 2002 (during the period he was transferred to be the Assistant Commissioner of the Administrative Office of Tongren Prefecture in Guizhou Province from February 2001 to January 2002); the Director of Purchasing Division of Foreign Capital Project Management Center of LGOP from May 1996 to May 2000 (during the period he was also appointed as the Chairman and the General Manager of Huada Industrial Company in Fangchenggang City, Guangxi Zhuang Autonomous Region, being responsible for implementation of World Bank hard-loans to poverty alleviation projects about aquaculture, labor export and low-cost housing, etc. from 1996 to 1998); and the Deputy Director of the Institute of Population Research of Peking University from March 1993 to May 1996. Dr. Wu obtained a bachelor of Economics degree and a master of Economics degree from Peking University in 1985 and 1988 respectively, a Master of Science in Medical Statistics from the London School of Hygiene & Tropical Medicine, the University of London in 1993. Dr. Wu also obtained a PhD in demography from the School of Economics, Peking University in 1999.

Save as disclosed above, Dr. WU 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. WU is interested in 10,000,000 Shares which may be allotted and issued to him upon full exercise of the share options granted to him under the share option scheme of the Company adopted on 17 May 2016.

Upon re-election, Dr. WU will enter into an appointment letter of his directorship with the Company for a period of 3 years, subject to retirement in accordance with the articles of association of the Company. Dr. WU’s remuneration will be determined by the Board with reference to his experience, duties and responsibilities with the Company and prevailing market conditions of companies of comparable size and similar operations, and will be subject to review by the Remuneration Committee of the Company from time to time.

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APPENDIX II

DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

1. Prof. HE Jia , aged 65, has been an independent non-executive Director and 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 as the chairman of the corporate governance committee and 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 an independent non-executive director of each of CITIC Securities Company Limited and China Chengtong Development Group Limited, the shares of which are listed on the Main Board of the Stock Exchange. He 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 a 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 from the conclusion of the annual general meeting in 2020 until the conclusion of the annual general meeting in 2021, 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.

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APPENDIX II

DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

1. Mr. WANG Xiaojun , aged 65, 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, a member of the nomination committee and a member of the corporate governance committee of the Company since January 2012. Mr. Wang is a partner of JNJ Partners LLP 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 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 from the conclusion of the annual general meeting in 2020 until the conclusion of the annual general meeting in 2021, 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 Mr. ZHANG Zhi Ping, Mr. ZHANG Gaobo, Dr. WU Zhong, Prof. 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 Monday, 31 August 2020 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 2020;

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

3. 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.”

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

Hong Kong, 29 July 2020

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 Saturday, 29 August 2020 (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 25 August 2020. 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 25 August 2020.

6. 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 three executive Directors, namely, Mr. Zhang Zhi Ping, Mr. Zhang Gaobo and Dr. Liu Zhiwei; one non-executive Director, namely Dr. Wu Zhong; and four independent non-executive Directors, namely, Professor He Jia, Mr. Wang Xiaojun, Mr. Chen Yuming and Dr. Fu Weigang.

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