Synagistics Limited — Board/Management Information 2019

Jul 15, 2019

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)

RE-DESIGNATION OF DIRECTORS

The Board announces that with effect from 15 July 2019:

• 1. Mr. Chen Yuming has been re-designed from a Non-executive Director to an Independent Non-executive Director; and
• 1. Dr. Fu Weigang has been re-designed from a Non-executive Director to an Independent Non-executive Director.

The board of directors (“ Board ”) of OP Financial Limited (the “ Company ”) hereby announces that Mr. Chen Yuming (“ Mr. Chen ”) and Dr. Fu Weigang (“ Dr. Fu ”) have been re-designated from Non-executive Directors to Independent Non-executive Directors with effect from 15 July 2019.

Mr. Chen, aged 56, 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. 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.

• For identification purposes only

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Mr. Chen entered an appointment letter with the Company to act as a Non-executive Director for a period from 29 June 2018 to the conclusion of the annual general meeting in 2021 provided that he is subject to retirement and re-election in accordance with the articles of association of the Company. He received a director’s fee of HK$250,000 per annum. Since Mr. Chen’s appointment as a Non-executive Director on 29 June 2018, he has not held any management or executive role in the Company other than holding the office of Non-executive Director and attending Board meetings. Mr. Chen and his immediate family members (as defined in the Listing Rules) are not connected with any Director, chief executive or substantial shareholder of the Company. He and his immediate family members did not have any material interest in any business activity of or were involved in any business dealings with the Company, its holding company or any of their subsidiaries or with any core connected persons (as defined in the Listing Rules) of the Company. He and his immediate family members are not financially dependent on the Company, its holding company or any of their subsidiaries or core connected persons of the Company.

Other than the above, the Board is satisfied that none of the factors set out in Rule 3.13 of the Listing Rules applies to Mr. Chen’s re-designation as an Independent Non-executive Director. Accordingly, the board is satisfied and has demonstrated to the satisfaction of the Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) that Mr. Chen is independent to act as an Independent Non-executive Director pursuant to Rule 3.14 of the Listing Rules.

Since his re-designation, Mr. Chen will hold office till the conclusion of the annual general meeting in 2021 provided that he is subject to retirement and re-election in accordance with the articles of association of the Company. Mr. Chen is entitled to receive a director’s fee of HK$250,000 per annum. His emolument was recommended by the Remuneration Committee of the Company and determined by the Board by reference of his duties and responsibilities within the Company, the prevailing market conditions of companies of comparable size and similar operations.

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

Other than the above, there are no other matters in relation to the re-designation of Mr. Chen from Non-executive to Independent Non-executive Director 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 Rule 13.51 (2) of the Listing Rules.

Dr. FU, aged 41, is currently the executive president of the Sifl Institute. 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., Shanghai Shifang Landscape and Ecology Co., Ltd. and Kingnet Network 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.

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Dr. Fu entered an appointment letter with the Company to act as a Non-executive Director for a period from 29 June 2018 to the conclusion of the annual general meeting in 2021 provided that he is subject to retirement and re-election in accordance with the articles of association of the Company. He received a director’s fee of HK$250,000 per annum. Since Dr. Fu’s appointment as a Non-executive Director on 29 June 2018, he has not held any management or executive role in the Company other than holding the office of Non-executive Director and attending Board meetings. Dr. Fu and his immediate family members are not connected with any Director, chief executive or substantial shareholder of the Company. He and his immediate family members did not have any material interest in any business activity of or were involved in any business dealings with the Company, its holding company or any of their subsidiaries or with any core connected persons of the Company. He and his immediate family members are not financially dependent on the Company, its holding company or any of their subsidiaries or core connected persons of the Company.

Other than the above, the Board is satisfied that none of the factors set out in Rule 3.13 of the Listing Rules applies to Dr. Fu’s re-designation as an Independent Non-executive Director. Accordingly, the board is satisfied and has demonstrated to the satisfaction of the Stock Exchange that Dr. Fu is independent to act as an Independent Non-executive Director pursuant to Rule 3.14 of the Listing Rules.

Since his re-designation, Dr. Fu will hold office till the conclusion of the annual general meeting in 2021 provided that he is subject to retirement and re-election in accordance with the articles of association of the Company. Dr. Fu is entitled to receive a director’s fee of HK$250,000 per annum. His emolument was recommended by the Remuneration Committee of the Company and determined by the Board by reference of his duties and responsibilities within the Company, the prevailing market conditions of companies of comparable size and similar operations.

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 re-designation of Dr. Fu from Non-executive to Independent Non-executive Director 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 Rule 13.51 (2) of the Listing Rules.

By Order of the Board OP Financial Limited Zhang Gaobo Executive Director and Chairman

Hong Kong, 15 July 2019

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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