Synagistics Limited — Board/Management Information 2018

Jun 28, 2018

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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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)

(1) APPOINTMENT OF HONORARY CHAIRMAN; (2) CHANGE OF CHAIRMAN OF THE BOARD; (3) APPOINTMENT OF DEPUTY CHAIRMAN OF THE BOARD; (4) RESIGNATION OF EXECUTIVE DIRECTOR; (5) APPOINTMENT OF NON-EXECUTIVE DIRECTORS; AND (6) CHANGE IN THE COMPOSITION OF BOARD COMMITTEES

The Board announces that with effect from 29 June 2018:

• (1) Mr. Zhang Zhi Ping will step down as the Chairman of the Board and the chairman of the Nomination Committee, and will be appointed as the Honorary Chairman of the Company;

• (2) Mr. Zhang Gaobo, the current Chief Executive Officer of the Company, will be appointed as the Chairman of the Board and the chairman of the Nomination Committee;

• (3) Dr. Wu Zhong, a non-executive director of the Company, will be appointed as the Deputy Chairman of the Board;

• (4) Dr. Liu Zhiwei will resign as an executive director and a member of the Corporate Governance Committee;

• (5) Mr. Chen Yuming will be appointed as a non-executive director; and

• (6) Dr. Fu Weigang will be appointed as a non-executive director.

• For identification purpose only

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APPOINTMENT OF HONORARY CHAIRMAN AND CHANGE OF CHAIRMAN OF THE BOARD

The board of directors (the “ Board ”) of OP Financial Limited (the “ Company ”) announces that with effect from 29 June 2018, Mr. Zhang Zhi Ping will step down as the Chairman of the Board and the chairman of the Nomination Committee, and will be appointed as the Honorary Chairman of the Company in recognition of his valuable contribution to the Company as the Chairman of the Board over the years. Mr. Zhang Zhi Ping will continue as an executive director and a member of the Corporate Governance after assuming the title of Honorary Chairman.

The Board would like to express its gratitude to Mr. Zhang Zhi Ping for his contribution to the Company during his tenure of office as the Chairman of the Board and the chairman of the Nomination Committee.

Mr. Zhang Gaobo, the current Chief Executive Officer of the Company, will be appointed as the Chairman of the Board and the chairman of the Nomination Committee, with effect from 29 June 2018.

Mr. Zhang Gaobo, aged 53, was appointed as an executive director and Chief Executive Officer of the Company in February 2003, and has been serving as a member of the nomination committee and corporate governance committee since January 2012. Mr. Zhang Gaobo 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 Gaobo worked in Hainan Provincial Government and PBOC Hainan Branch and as the chairman of Hainan Stock Exchange Centre. Mr. Zhang Gaobo 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 Gaobo 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.

Other than as stated above, Mr. Zhang Gaobo is not related to any director, senior management or substantial shareholder or controlling shareholder of the Company and has not held any directorship in any other listed company in the last three years.

Mr. Zhang Gaobo has entered an automatically renewable appointment letter with the Company, subject to the rotation provisions in accordance with the articles of association of the Company. The appointment letter can be terminated by either Mr. Zhang Gaobo or the Company by giving 3 months’ written notice.

Mr. Zhang Gaobo’s remuneration is 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 is subject to review by the remuneration committee of the Company from time to time.

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As at the date of this announcement, Mr. Zhang Gaobo is interested in 359,800,000 shares of the Company (representing approximately 12.25% of the total issued shares of the Company as at the date hereof).

Other than the above, there are no other matters in relation to the appointment of Mr. Zhang Gaobo that need to be brought to the attention of the shareholders of the Company, nor is there any information that should be disclosed pursuant to any of the requirements of Chapter 13.51(2) of the Listing Rules.

The Board considers that vesting the roles of both Chairman and Chief Executive Officer in the same person will not impair the balance of power and authority. The Board believes that this structure will enable more efficient overall strategies for the Company and facilitate the implementation and execution of the Company’s business plan. The Company will nevertheless review the structure from time to time in light of the prevailing circumstances.

APPOINTMENT OF DEPUTY CHAIRMAN OF THE BOARD

The board announces that Dr. Wu Zhong (“ Dr. Wu ”), a non-executive director of the Company, will be appointed as the Deputy Chairman of the Board with effect from 29 June 2018.

Dr. Wu, aged 54, was appointed as a non-executive Director of the Company in February 2017. 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 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.

Other than as stated above, Dr. Wu is not related to any director, senior management or substantial shareholder or controlling shareholder of the Company and has not held any directorship in any other listed company in the last three years.

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Dr. Wu has entered an appointment letter with the Company for a period of three years commencing from 10 February 2017, subject to the rotation provisions in accordance with the articles of association of the Company.

Dr. Wu’s remuneration is 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 is subject to review by the remuneration committee of the Company from time to time.

As at the date of this announcement, Dr. Wu holds 10,000,000 share options of the Company.

Other than the above, there are no other matters in relation to the appointment of Dr. Wu that need to be brought to the attention of the shareholders of the Company, nor is there any information that should be disclosed pursuant to any of the requirements of Chapter 13.51(2) of the Listing Rules.

RESIGNATION OF EXECUTIVE DIRECTOR

The Board announces that Dr. Liu Zhiwei (“ Dr. Liu ”) will resign as an executive director and a member of the Corporate Committee with effect from 29 June 2018 as he desires to devote more time to social welfare activities.

Dr. Liu has confirmed that he has no disagreement with the Board and there are no any matters in respect of his resignation that need to be brought to the attention of the shareholders of the Company and the Stock Exchange.

The Board would like to express its gratitude to Dr. Liu for his contribution to the Company during his tenure of services.

APPOINTMENT OF NON-EXECUTIVE DIRECTORS

The board is pleased to announce the appointment of Mr. Chen Yuming (“ Mr. Chen ”) and Dr. Fu Weigang (“ Dr. Fu ”) as non-executive directors with effect from 29 June 2018.

The biographical details of Mr. Chen are set out below:

Mr. Chen, aged 55, obtained a bachelor degree and a master degree from Jiangxi University of Finance and Economics in 1983 and 1999 respectively. He also obtained an EMBA from Cheung Kong Graduate School of Business in 2010.

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Mr. Chen has more than 30 years of experience in banking, securities, fund management and auditing. He is currently Chairman of Shenzhen Leaguer Financial Holdings Company Limited, Chairman of Shanghai Leaguer Financial Leasing Co., Ltd., and Assistant to Dean of Shen Zhen Research Institute of Tsinghua University. Prior to that, Mr. Chen had served in Bank of East Asia (China) Co., Ltd. from 2007 to 2011 in various positions including President of its Shenzhen Branch and Vice President of its head office. From 1999 to 2006, Mr. Chen had worked in the Shenzhen Commercial Bank, where he had first served as Vice President, and later as President and Vice Chairman. From 1993 to 1998, Mr. Chen had held various positions in the head office of Shenzhen Urban Cooperative Bank, including Assistant to President, General Manager of Credit Department and Director of Business Department. He had served as Deputy Director of Jiangsu Provincial Auditing Department from 1989 to 1992. He had also served as Deputy Director and Division Chief of Jiangxi Provincial Auditing Department from 1983 to 1989.

Other than as stated above, Mr. Chen is not related to any director, senior management or substantial shareholder or controlling shareholder of the Company and has not held any directorship in any other listed company in the last three years.

Mr. Chen has entered an appointment letter with the Company for a period from 29 June 2018 to the conclusion of the annual general meeting in 2021. His directorship with the Company is subject to retirement for re-election at the next general meeting of the Company in accordance with the articles of association of the Company.

Mr. Chen’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.

As at the date of this announcement and within the meaning of Part XV of the SFO, Mr. Chan does not have any interests in the shares of the Company.

Other than the above, there are no other matters in relation to the appointment of Mr. Chen that need to be brought to the attention of the shareholders of the Company, nor is there any information that should be disclosed pursuant to any of the requirements of Chapter 13.51(2) of the Listing Rules.

The biographical details of Dr. Fu are set out below:

Dr. Fu, aged 40, is currently the executive president of the Sifl Institute.

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Dr. Fu has served in the Sifl Institute since 2003 in various positions including Assistant President and Vice President. Dr. Fu is a provocative commentator and a leading authority on domestic issues such as urbanization, the internet and government regulation. Dr. Fu is also a column writer for many financial media such as Caijing, Caixin and FT Chinese. Additionally, he is an adjunct professor at Shanghai University of Finance and Economics (SHUFE), Shanghai Normal University and other universities, a vice director of the Legal Committee of the Zhejiang Chamber of Commerce in Shanghai, and a member of the South China International Economic and Trade Arbitration Commission (SCIA) Public-Private Partnership (PPP) Committee. Besides this, he served as an independent director of Changan Fund Management Co., Ltd. and an independent director of Shanghai Shifang Landscape and Ecology Co., Ltd.

Dr. Fu obtained a bachelor of Law degree from Xi’an University of Technology in 2000 and a PhD degree from Zhejiang University in 2009.

Other than as stated above, Dr. Fu is not related to any director, senior management or substantial shareholder or controlling shareholder of the Company and has not held any directorship in any other listed company in the last three years.

Dr. Fu has entered an appointment letter with the Company for a period from 29 June 2018 to the conclusion of the annual general meeting in 2021. His directorship with the Company is subject to retirement for re-election at the next general meeting of the Company in accordance with the articles of association of the Company.

Dr. Fu’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.

As at the date of this announcement and within the meaning of Part XV of the SFO, Dr. Fu does not have any interests in the shares of the Company.

Other than the above, there are no other matters in relation to the appointment of Dr. Fu that need to be brought to the attention of the shareholders of the Company, nor is there any information that should be disclosed pursuant to any of the requirements of Chapter 13.51(2) of the Listing Rules.

The Board would like to express its warm welcome to Mr. Chen and Dr. Fu in joining the Board.

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CHANGE IN THE COMPOSITION OF BOARD COMMITTEES

The Board also announces that with effect from 29 June 2018, the composition of the Board committees will be changed as follows:

Audit Committee:

Mr. Kwong Che Keung, Gordon (Chairman)

Mr. Wang Xiaojun

Prof. He Jia

Remuneration Committee:

Mr. Wang Xiaojun (Chairman)

Mr. Kwong Che Keung, Gordon

Prof. He Jia

Nomination Committee:

Mr. Zhang Gaobo (Chairman)

Mr. Kwong Che Keung, Gordon

Mr. Wang Xiaojun

Prof. He Jia

Corporate Governance Committee:

Prof. He Jia (Chairman)

• Mr. Zhang Zhi Ping

• Mr. Zhang Gaobo

• Mr. Kwong Che Keung, Gordon

• Mr. Wang Xiaojun

By Order of the Board OP Financial Limited Zhang Gaobo Executive Director & CEO

Hong Kong, 28 June 2018

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 nonexecutive Director, namely Dr. Wu Zhong and three independent non-executive Directors, namely, Mr. Kwong Che Keung, Gordon, Professor He Jia and Mr. Wang Xiaojun.

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