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Synagistics Limited Capital/Financing Update 2010

Jul 5, 2010

50674_rns_2010-07-05_b74a6d1b-c6c2-4b3c-85b5-21168d0602d4.pdf

Capital/Financing Update

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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 disclaims 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 INVESTMENTS LIMITED 東英金融投資有限公司 *

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1140)

COMPLETION OF PLACING OF NEW SHARES UNDER GENERAL MANDATE

The Board is pleased to announce that the Placing was completed on 5 July 2010 in accordance with the terms and conditions of the Placing Agreement in which an aggregate of 156,900,000 Placing Shares have been successfully placed to not fewer than six Placees, who and whose ultimate beneficial owners are third parties independent of and are not connected with the Company and its connected persons, at the Placing Price of HK$1.90 per Placing Share.

Reference is made to the announcement of the Company dated 4 May 2010 (the “Announcement”) in relation to, among other things, the Placing. Capitalised terms used in this announcement shall have the same meanings as defined in the Announcement unless otherwise stated.

The Board is pleased to announce that all conditions set out in the Placing Agreement have been fulfilled and the Placing was completed on 5 July 2010. An aggregate of 156,900,000 Placing Shares, representing approximately 16.67% of the issued share capital of the Company as at the date of this announcement, have been successfully placed to not fewer than six Placees, who and whose ultimate beneficial owners are third parties independent of and are not connected with the Company and its connected persons, at the Placing Price of HK$1.90 per Placing Share. The net proceeds from the Placing amount to approximately HK$283,100,000.

None of the Placees has become substantial Shareholders (as defined in the Listing Rules) immediately following completion of the Placing.

  • for identification purpose only

– 1 –

The table below sets out the changes to the shareholding structure of the Company as a result of completion of the Placing:

Ottness Investments Limited_(Note 1)
Oriental Patron Financial Services
Group Limited
(Note 1)
Primus Pacific Partners Investments
2 Limited
(Note 2)_
Public:
Placees
Other Public Shareholders
Total
Immediately
before the Placing
No. of Shares
Approximate %
330,000,000
42.07
29,800,000
3.80
155,040,000
19.76


269,660,000
34.37
784,500,000
100.00
As at the date of
this announcement
No. of Shares
Approximate %
330,000,000
35.05
29,800,000
3.17
155,040,000
16.47
156,900,000
16.67
269,660,000
28.64
941,400,000
100.00
As at the date of
this announcement
No. of Shares
Approximate %
330,000,000
35.05
29,800,000
3.17
155,040,000
16.47
156,900,000
16.67
269,660,000
28.64
941,400,000
100.00
100.00

Notes:

  1. Ottness Investments Limited (“OIL”) is a wholly owned subsidiary of Oriental Patron Financial Group Limited (“OPFGL”), while 95% of the issued share capital of Oriental Patron Financial Services Group Limited is owned by OPFGL. The entire issued share capital of OPFGL is beneficially owned as to 51% by Mr. Zhang Zhi Ping, the chairman and executive Director and 49% by Mr. Zhang Gaobo, the chief executive officer and executive Director.

  2. Each of Mr. Huan Guocang and Mr. Ng Wing Fai owns as to 50% of the total equity interest in Primus Pacific Partners (GP1) Ltd (“PPP-GP1”) while PPP-GP1 controls 100% equity interest in Primus Pacific Partners (GP1) LP (“PPP-GP1-LP”). Further, PPP-GP1-LP controls 100% equity interest in Primus Pacific Partners 1 LP (“PPP1-LP”) while PPP1-LP owns as to 100% equity interest in Primus Pacific Partners Investments 2 Limited.

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

Hong Kong, 5 July 2010

As at the date of this announcement, the Board comprises two executive directors, namely, Mr. Zhang Zhi Ping and Mr. Zhang Gaobo; a non-executive director, namely, Mr. Liu Hongru; and three independent non-executive directors, namely, Mr. Kwong Che Keung, Gordon, Professor He Jia and Mr. Wang Xiaojun.

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