Synagistics Limited — Capital/Financing Update 2015

Aug 4, 2015

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 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 A SPECIFIC MANDATE

Placing Agent

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Oriental Patron Securities Limited

The Board is pleased to announce that all conditions set out in the Placing Agreement have been fulfilled and the completion of the Placing took place on 4 August 2015 in accordance with the terms and conditions of the Placing Agreement with an aggregate of 900,000,000 Placing Shares successfully placed to not less than six Placees at the Placing Price of HK$1.50 per Placing Share.

Reference is made to the Company’s announcements dated 1 June 2015 and 16 July 2015 respectively and the circular dated 29 June 2015 (the " Circular ") in relation to, among other matters, the placing of up to 900,000,000 Placing Shares under Specific Mandate on a best effort basis. Capitalised terms used in this announcement shall have the same meanings as those defined in the Circular unless otherwise stated.

COMPLETION OF THE PLACING

The Board is pleased to announce that all conditions set out in the Placing Agreement have been fulfilled and the completion of the Placing took place on 4 August 2015 in accordance with the terms and conditions of the Placing Agreement.

An aggregate of 900,000,000 Placing Shares have been successfully placed to not less than six Placees at the Placing Price of HK$1.50 per Placing Share, which represents approximately 48.88% of the total issued share capital of the Company immediately after completion of the Placing.

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, the Placees and (where applicable) their ultimate beneficial owners are (i) not connected persons of the Company and (ii) independent of each other, the Company and its connected persons, and not acting in concert (as defined under the Hong Kong Code on Takeovers and Mergers) with any of them. None of the Placees and (where applicable) their ultimate beneficial owners has become substantial shareholder of the Company immediately after completion of the Placing.

* For identification purpose only

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To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, the subscription size of the Placing Shares placed to each Placee was not less than HK$500,000.

The gross proceeds raised from the Placing are about HK$1,350 million. Based on expenses of about HK$27.5 million for the Placing, the net proceeds raised from the Placing are approximately HK$1,322.5 million. The net price per Placing Share is approximately HK$1.47.

EFFECTS ON SHAREHOLDING STRUCTURE OF THE COMPANY

The table below sets out the changes to the shareholding structure of the Company immediately before and after completion of the Placing:

	Immediately before completion of the Placing	Immediately before completion of the Placing	As at the date of this announcement	As at the date of this announcement
	No. of Shares	Approx. percentage	No. of Shares	Approx. percentage
OIL (Note 1)	330,000,000	35.05%	330,000,000	17.92%
OPFS (Note 1)	29,800,000	3.17%	29,800,000	1.62%
Bestone Asset Management Co., Ltd. (Note 2)	170,000,000	18.06%	170,000,000	9.23%
Caitong Funds SPC (for and on behalf of Bestone Greater China Fund SP) (Note 3)	170,000,000	18.06%	170,000,000	9.23%
Public
Placees	-	-	900,000,000	48.88%
Other public shareholders	241,596,000	25.66%	241,596,000	13.12%
	941,396,000	100.00%	1,841,396,000	100.00%

Notes:

1. OIL is a wholly owned subsidiary of OPFG, and 95% of the issued share capital of OPFS is owned by OPFG. By virtue of the SFO, OPFG is deemed to be interested in the Shares and underlying Shares held by OIL and the Shares held by OPFS. The entire issued share capital of OPFG is beneficially owned as to 51% by Mr. Zhang Zhi Ping and 49% by Mr. Zhang Gaobo, both being the executive Directors.

2. This represented 170,000,000 Shares held by Bestone Asset Management Co., Ltd ( “Bestone Asset Management” ). Ms. Wang Juan owns 100% of the total issued share capital in 21st Century Champion Limited ( “21st Century Champion” ) while 21st Century Champion owns 100% of the issued share capital in Bestone Asset Management. By virtue of the SFO, each of Ms. Wang Juan and 21st Century Champion is deemed to be interested in the Shares held by Bestone Asset Management. Immediately upon completion of the

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Placing and as at the date of this announcement, Bestone Asset Management’s shareholding interest in the Company was diluted to 9.23% of the total issued share capital of the Company.

1. This represented 170,000,000 Shares held by Caitong Funds SPC (for and on behalf of Bestone Greater China Fund SP) ( “CF-SPC” ). 浙江省財務開發公司 (Zhejiang Provincial Finance Development Corporation) (“ ZPFD ”) owns 100% of the equity interest in 浙江省金融控股有限公司 (Zhejiang Provincial Finance Holdings Limited) ( “ZPFH” ) which in turn owns 36.60% of the equity interest in Caitong Securities Co., Limited ( “CSCL” ). CSCL owns 100% of the issued share capital in Caitong Securities (Hong Kong) Co., Limited ( “CSHK” ), CSHK owns 100% of the issued share capital in Caitong International Asset Management Co., Limited ( “CIAM” ), which in turn owns the entire issued share capital in CF-SPC. By virtue of the SFO, each of ZPFD, ZPFH, CSCL, CSHK and CIAM is deemed to be interested in the Shares held by CF-SPC. Immediately upon the completion of the Placing and as at the date of this announcement, CF-SPC’s shareholding interest in the Company was diluted to 9.23% of the total issued share capital of the Company.

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

Hong Kong, 4 August 2015

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

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