Synagistics Limited — Board/Management Information 2004

Aug 20, 2004

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CONCEPTA INVESTMENTS LIMITED 正奇投資有限公司 *

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 1140)

APPOINTMENT OF AN INDEPENDENT NON-EXECUTIVE DIRECTOR

The Annual General Meeting was held on 20 August 2004.

The Board is pleased to announce that at the Annual General Meeting, Mr. WANG Xiaojun has been appointed as an independent non-executive Director.

The Board is also pleased to announce that all other resolutions proposed at the Annual General Meeting (including the special resolution in relation to the amendments to the Articles) have also been duly passed.

This announcement is made further to the circular of the Company dated 20 July 2004 (“ Circular ”). Unless the context otherwise requires, capitalised terms defined in the Circular shall have the same meanings when used therein.

ANNUAL GENERAL MEETING

The Annual General Meeting was held on 20 August 2004.

APPOINTMENT OF AN INDEPENDENT NON-EXECUTIVE DIRECTOR

The Board is pleased to announce that at the Annual General Meeting, Mr. WANG Xiaojun (“ Mr. WANG ”) has been appointed as an independent non-executive Director. As at the date of this announcement, the Company has three independent non-executive Directors in compliance with Rule 3.19(2) of the Listing Rules which requires the Company to have at least three independent nonexecutive Directors by 30 September 2004.

WANG Xiaojun , aged 49, admitted as a solicitor in England and Wales and Hong Kong. Mr. WANG is a partner of the Wang & Co., X.J. in Hong Kong. He has practiced PRC law in Beijing, and was admitted in the PRC, Hong Kong and England and Wales in 1988, 1995 and 1996, respectively. Mr. WANG has worked as a legal adviser in the Stock Exchange and Richards Butler and has worked in investment banking activities in BNP Paribas 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 an independent nonexecutive director of Yanzhou Coal Mining Company Limited, a company listed on the Stock Exchange.

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As at the date of this announcement, Mr. WANG did not have any relationship with any directors, senior management, substantial shareholders or controlling shareholders of the Company and did not have any interest in the Company’s shares within the meaning of Part XV of the SFO. Pursuant to the appointment letter entered into between the Company and Mr. WANG, Mr. WANG is entitled to an annual director’s fee of HK$101,000, which was determined by the board of Directors and Mr. WANG by reference to the experience, responsibilities, workload and the time to be devoted to the Company by Mr. WANG. Mr. WANG is not appointed for a specific term but he is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles.

GENERAL

All other resolutions proposed at the Annual General Meeting (including the special resolution in relation to the amendments to the Articles) have also been duly passed.

As at the date of this announcement, the Board comprises executive Directors, Mr. Zhang Zhi Ping, Mr. Zhang Gaobo, non-executive Director, Mr. Liu Hongru and independent non-executive Directors, Mr. Kwong Che Keung, Gordon, Prof. He Jia and Mr. Wang Xiaojun.

By Order of the Board Concepta Investments Limited Zhang Zhi Ping Chairman

Hong Kong, 20 August 2004

* For identification purpose only

Please also refer to the published version of this announcement in The Standard dated on 23-08-2004.

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