Synagistics Limited — Capital/Financing Update 2015

Jun 2, 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.

This announcement appears for information only and does not constitute an invitation offer to acquire, purchase or subscribe for the securities of the Company.

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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)

(1) PLACING OF NEW SHARES UNDER A SPECIFIC MANDATE (2) CONNECTED TRANSACTION IN RELATION TO THE PLACING AGREEMENT (3) PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL

Placing Agent

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Oriental Patron Securities Limited

THE PLACING

After trading hours on 1 June 2015, the Company entered into the Placing Agreement with the Placing Agent, pursuant to which the Placing Agent conditionally agreed to place up to 900,000,000 Placing Shares to not less than six Placees at a price of HK$1.50 per Placing Share on a best effort basis.

Assuming that the Placing Shares are fully placed, the 900,000,000 Placing Shares represent approximately 95.60% of the existing issued share capital of the Company as at the date of this announcement and approximately 48.88% of the issued share capital of the Company as enlarged by the Placing Shares. The Placing Shares will be issued under the Specific Mandate and will rank equally among themselves and with the existing Shares in issue on the completion date of the Placing.

• For identification purposes only

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The Placing is conditional upon (1) the passing of the necessary resolutions by the Shareholders at the EGM to approve the Placing, the grant of the Specific Mandate, the Placing Agreement and all other transactions contemplated thereby; (2) the passing of the necessary resolutions by the Independent Shareholders at the EGM to approve the Engagement of OPSL; and (3) the Listing Committee of the Stock Exchange granting or agreeing to grant the listing of, and permission to deal in, the Placing Shares.

Completion of the Placing is subject to the satisfaction of the conditions precedent in the Placing Agreement. As the Placing may or may not proceed, Shareholders and potential investors are advised to exercise caution when dealing in the Shares.

IMPLICATIONS UNDER THE LISTING RULES

The Placing Agent is an indirect non wholly-owned subsidiary of OPFG. OPFG is a controlling shareholder of the Company and is, as at the date of this announcement, indirectly interested in total of 359,800,000 Shares, representing approximately 38.22% of the total issued share capital of the Company. The Placing Agent is an associate of OPFG and is, therefore, a connected person of the Company under Chapter 14A of the Listing Rules. The transaction between the Company and the Placing Agent under the Placing Agreement thus constitutes a connected transaction under Chapter 14A of the Listing Rules.

Assuming that the Placing Shares are fully placed at the Placing Price, the Placing Agent will receive a maximum placing commission of HK$27,000,000 in cash, to be deducted from the proceeds of the Placing. As the relevant percentage ratio under Rule 14.07 of the Listing Rules in respect of the commission to be paid to the Placing Agent is more than 5%, the transaction between the Company and the Placing Agent under the Placing Agreement is subject to the annual reporting, disclosure and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.

INCREASE IN AUTHORISED SHARE CAPITAL

The Company has an authorised share capital of HK$200,000,000 divided into 2,000,000,000 Shares of HK$0.10 each, of which 941,396,000 Shares are in issue as at the date of this announcement. The Board proposed to increase its authorised share capital to HK$400,000,000 divided into 4,000,000,000 Shares of HK$0.10 each by the creation of an additional 2,000,000,000 Shares. The new Shares shall rank pari passu with the existing Shares upon issue. Save for the Shares that are proposed to be issued under the Specific Mandate, the Directors have no present intention of issuing any part of the new Shares.

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GENERAL

The EGM will be convened and held for the purposes of considering and, if thought fit, approving the Specific Mandate to issue the Placing Shares under the Placing Agreement, the Engagement of OPSL and the Increase in Authorised Share Capital. To the best knowledge of the Directors, none of the Shareholders has a material interest in the proposed Specific Mandate and the Increase in Authorised Share Capital as at the date of this announcement. OPFG and its associates, which together are interested in approximately 38.22% of the total issued share capital of the Company as at the date of this announcement, are required to abstain from voting in respect of the resolution regarding the Engagement of OPSL.

A circular containing, among other things, further details of (1) the Placing and the Engagement of OPSL, (2) the Increased in Authorised Share Capital, (3) a letter from the Independent Board Committee to the Independent Shareholders, setting out its recommendations in connection with the Engagement of OPSL; (4) a letter from the IFA containing its advice to the Independent Board Committee and the Independent Shareholders in connection with the Engagement of OPSL; and (5) the notice of the EGM, is expected to be despatched to the Shareholders on or before 22 June 2015.

THE PLACING

Introduction

After trading hours on 1 June 2015, the Company entered into the Placing Agreement with the Placing Agent, pursuant to which the Placing Agent conditionally agreed to place up to 900,000,000 Placing Shares to not less than six Placees at a price of HK$1.50 per Placing Share on a best effort basis.

Placing Agreement

Date: 1 June 2015 (after trading hours) Issuer: The Company Placing Agent: Oriental Patron Securities Limited

The Placing Agent is an indirect non wholly-owned subsidiary of OPFG. OPFG is a controlling shareholder of the Company and is, as at the date of this announcement, indirectly interested in 359,800,000 Shares, representing approximately 38.22% of the total issued share capital of the Company (among which 330,000,000 Shares are held by Ottness Investments Limited, a wholly-owned subsidiary of OPFG and 29,800,000 Shares are held by Oriental Patron Financial Services Group Limited, a 95%-owned subsidiary of OPFG).

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The Placing Agent is an associate of OPFG and is, therefore, a connected person of the Company under Chapter 14A of the Listing Rules. The transaction between the Company and the Placing Agent under the Placing Agreement, i.e. the Engagement of OPSL, thus constitutes a connected transaction under Chapter 14A of the Listing Rules.

Placees

The Placing Shares are expected to be placed to not less than six Placees who are professional, institutional or other private investors. Further announcement setting out the names of the Placees in accordance with Rule 13.28(7) of the Listing Rules shall be made by the Company if the Placing Agent fails to identify at least six Placees. The Placees and whose ultimate beneficial owners shall be independent individual, corporate and/or institutional investors who (i) are not connected persons of the Company; and (ii) are 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.

In addition, the Placing Shares shall only be placed with a Placee whom the Placing Agent reasonably believes, after making reasonable enquiries, that the shareholding of such Placee in the Company will not as a result of the taking up by such Placee of its Placing Shares placed to it reach or exceed 10% of the total issued share capital of the Company as enlarged by the issue and allotment of all the Placing Shares finally placed and the placing of Placing Shares to each Placee shall require approval by the Company.

Placing Shares

Pursuant to the Placing Agreement, the Placing Agent has conditionally agreed to place up to 900,000,000 Placing Shares.

Assuming that the Placing Shares are fully placed, the 900,000,000 Placing Shares represent approximately 95.60% of the existing issued share capital of the Company as at the date of this announcement and approximately 48.88% of the issued share capital of the Company as enlarged by the Placing Shares. Assuming that the Placing Shares are fully placed, the aggregate nominal value of the 900,000,000 Placing Shares is HK$90 million.

Ranking of Placing Shares

The Placing Shares will be issued under the Specific Mandate and will rank equally among themselves and with the existing Shares in issue on the completion date of the Placing.

The Company will apply to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Placing Shares.

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Placing Price

The Placing Price of HK$1.50 represents (i) a discount of approximately 29.91% to the closing price of HK$2.14 per Share as quoted on the Stock Exchange on the date of the Placing Agreement (i.e. 1 June 2015); (ii) a discount of approximately 20.21% to the average closing price of HK$1.88 per Share for the last 5 consecutive trading days immediately prior to the date of the Placing Agreement (excluding the date of the Placing Agreement); and (iii) a discount of approximately 11.24% to the average closing price of HK$1.69 per Share for the last 10 consecutive trading days prior to the date of the Placing Agreement (excluding the date of the Placing Agreement).

Assuming that the Placing Shares are fully placed, the maximum gross proceeds to be raised from the Placing will be about HK$1,350 million. Based on estimated expenses of about HK$27,500,000 for the Placing, the maximum net proceeds to be raised from the Placing will be approximately HK$1,322.5 million. On this basis, the net price per Placing Share is approximately HK$1.47.

The Placing Price was determined with reference to the prevailing market price of the Share, the Company’s latest published unaudited net asset value per share as at 30 April 2015 of HK$1.43 and was negotiated on an arm’s length basis between the Company and the Placing Agent. The Directors (excluding the independent non-executive Directors in connection with the Engagement of OPSL, whose views will be formed after obtaining the advice of the IFA) consider that the terms of the Placing Agreement are on normal commercial terms and are fair and reasonable based on the current market conditions and the Placing is in the interests of the Company and the Shareholders as a whole.

Placing commission

In consideration of the services of the Placing Agent in connection with the Placing and provided that completion of the Placing occurs in accordance with the terms of the Placing Agreement, the Company shall pay the Placing Agent a placing commission of 2% of the amount equal to the Placing Price multiplied by the number of the total Placing Shares finally placed. The placing commission will be deducted from the proceeds of the Placing.

Specific Mandate

The Placing Shares to be issued under the Placing Agreement will be issued pursuant to the Specific Mandate to be obtained at the EGM.

Conditions of the Placing

The Placing is conditional upon the following conditions being fulfilled on or before the Long Stop Date:

• (1) the passing of the necessary resolutions by the Shareholders at the EGM to approve the Placing, the grant of the Specific Mandate, the Placing Agreement and all other transactions contemplated thereby;

• (2) the passing of the necessary resolutions by the Independent Shareholders at the EGM to approve the Engagement of OPSL; and

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• (3) the Listing Committee of the Stock Exchange granting or agreeing to grant the listing of, and permission to deal in, the Placing Shares.

If the above conditions precedent shall not have been fulfilled in full by the Long Stop Date, all rights, obligations and liabilities of the parties under the Placing Agreement shall cease and terminate and no party shall have any claim against the other in relation thereto save for antecedent breaches of the provisions of the Placing Agreement.

Completion of the Placing

Completion of the Placing shall take place on a date as shall be notified by the Placing Agent to the Company in writing, such date shall be (i) a Business Day, (ii) not less than 2 clear Business Days after the date on which such notice is served on the Company and (iii) not more than 10 clear Business Days after all the conditions precedent as set out above shall have been fulfilled.

Completion of the Placing is subject to the satisfaction of the condition precedent in the Placing Agreement. As the Placing may or may not proceed, Shareholders and potential investors are advised to exercise caution when dealing in the Shares.

REASONS FOR THE PLACING AND THE CONNECTED TRANSACTIONS UNDER THE PLACING AGREEMENT

The Company is an investment company with the principal investment objective to achieve earnings for the Company in the form of medium to long term capital appreciation through investing in a diversified portfolio of investments in listed and unlisted enterprises globally.

With the gradual introduction and implementation of QDII, QFII, RQFII, Shanghai-Hong Kong Stock Connect Program, the national strategy of Silk Road Economic Belt, the pace of internationalization of the RMB, there has been an increasing out flow of Chinese capitals and cross border investment activities. The offshore investments will become more diversified and Chinese domestic investors will also be expanded from the institutions to wealthy individual investors.

As a Hong Kong based investment company and our long term focus on cross-border capital transactions, the Company has accumulated a wealth of experience and professional networks. However the Company may miss a lot of investment opportunities if it has no sufficient capital strength. Therefore, the Company would like to take advantage of the recent favorable market condition for significant capital raising.

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The Directors also consider that the Placing represents a good opportunity to raise capital as compared with a rights issue or open offer for the Company. This is because the Placing can broaden its shareholder base and to enhance the marketability of the Shares, and a rights issue or open offer would take too long (as far as the legal and regulatory (including registration) requirements are concerned) to arrange when compared with the Placing (which could, subject to Shareholder’s approval at the EGM, take place as soon as the Placees (as the case may be) are procured pursuant to the respective terms of the Placing Agreement) and would be much more expensive. The Placing is also interest-free and security-free, which is beneficial to the Company’s business development as funding requirement or appropriate investment opportunities may arise at any time and such funding or investment decisions have to be required or made within a short period of time.

The Placing will also put the Company in a better position to meet the challenges of the market and take advantage of investment opportunities to broaden its earnings base so as to enhance Shareholders’ value.

The Company intends to use the proceeds from the Placing for investments in:

• (i) cross-border capital transactions and related projects and companies and gradually form an influential cross-border capital transaction platform;

• (ii) high potential growth companies with valuable skills and technologies

• (iii) counter-cyclical investments under the changing market condition

• (iv) other event-driven investment opportunities

OPSL is a licensed corporation under the SFO, its principal business includes dealing in and advising on securities, it has acted as a placing agent for securities issued by other listed corporations on the Stock Exchange. The services provided and to be provided by OPSL are in line with usual market practice and are customary services provided by a placing agent under a placing exercise. The placing commission to be paid to the Placing Agent under the Placing was made in consideration of the services provided by the Placing Agent under the Placing Agreement. Such commission was determined after arm’s length negotiations between the Company and the Placing Agent with regard to the market rate, and the Directors (excluding the independent non-executive Directors whose views will be formed after obtaining the advice of the IFA) consider that the terms of the Placing Agreement, including the placing commission to be paid to the Placing Agent under the Placing Agreement and the transactions contemplated thereunder, are on normal commercial basis, fair and reasonable and in the interests of the Company and its Shareholders as a whole.

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EFFECTS ON SHAREHOLDING STRUCTURE

The existing and enlarged shareholding structure of the Company immediately before and after the completion of the Placing is set out below:

Ottness Investments Limited (“OIL”)(note 1) Oriental Patron Financial Services Group Limited (“OPFS”)(note 1) Primus Pacific Partners Investments 2 Ltd.(note 2) Public Placees Other public shareholders	As at the date of this announcement No. of Shares Approx. percentage 330,000,000 35.05% 29,800,000 3.17% 155,040,000 16.47% – – 426,556,000 45.31% 941,396,000 100.00%	Immediately after completion of the Placing (assuming all 900,000,000 Placing Shares are fully placed) No. of Shares Approx. percentage 330,000,000 17.92% 29,800,000 1.62% 155,040,000 8.42% 900,000,000 48.88% 426,556,000 23.16% 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.

2. This represented 155,040,000 shares held by Primus Pacific Partners Investments 2 Ltd (“ PPPI-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 the entire equity interest in PPPI-2. By virtue of the SFO, each of Mr. Huan Guocang, Mr. Ng Wing Fai, PPP-GP1, PPP-GP1-LP, and PPP1-LP is deemed to be interested in the Shares held by PPPI-2.

FUND RAISING ACTIVITIES IN THE PAST TWELVE MONTHS

The Company has not conducted any equity fund raising activities in the past twelve months immediately prior to the date of this announcement.

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IMPLICATIONS UNDER THE LISTING RULES

The Placing Agent is an indirect non wholly-owned subsidiary of OPFG. OPFG is a controlling shareholder of the Company and is, as at the date of this announcement, indirectly interested in a total 359,800,000 Shares, representing approximately 38.22% of the total issued share capital of the Company. The Placing Agent is an associate of OPFG and is, therefore, a connected person of the Company under Chapter 14A of the Listing Rules. The transaction between the Company and the Placing Agent under the Placing Agreement thus constitutes a connected transaction under Chapter 14A of the Listing Rules.

Assuming that the Placing Shares are fully placed at the Placing Price, the Placing Agent will receive a maximum placing commission of HK$27,000,000 in cash, to be deducted from the proceeds of the Placing. As the relevant percentage ratio under Rule 14.07 of the Listing Rules in respect of the commission to be paid to the Placing Agent is more than 5%, the transaction between the Company and the Placing Agent under the Placing Agreement is subject to the annual reporting, disclosure and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.

INCREASE IN AUTHORISED SHARE CAPITAL

The Company has an authorised share capital of HK$200,000,000 divided into 2,000,000,000 Shares of HK$0.10 each, of which 941,396,000 Shares are in issue as at the date of this announcement. The Board proposed to increase its authorised share capital to HK$400,000,000 divided into 4,000,000,000 Shares of HK$0.10 each by the creation of an additional 2,000,000,000 Shares. The new Shares shall rank pari passu with the existing Shares upon issue. Save for the Shares that are proposed to be issued under the Specific Mandate, the Directors have no present intention of issuing any part of the new Shares.

The increase of the authorised share capital of the Company is conditional upon the passing of an ordinary resolution by the Shareholders at the EGM.

In order to facilitate the issue of the Placing Shares under the Placing Agreement and to provide the Company with greater flexibility to raise funds by allotting and issuing Shares in the future as and when necessary, the Board proposed to increase the authorised share capital of the Company to the extent mentioned above.

GENERAL

The Group is principally engaged in investment in a diversified portfolio of global investments in listed and unlisted enterprises thereby to achieve earnings in the form of medium to long term capital appreciation.

The EGM will be convened and held for the purposes of considering and, if thought fit, approving the Specific Mandate to issue the Placing Shares under the Placing Agreement, the Engagement of OPSL and the Increase in Authorised Share Capital. To the best knowledge of the Directors, none of the Shareholders has a material interest in the proposed Specific Mandate and the Increase in Authorised Share Capital as at the date of this announcement. OPFG and its associates, which together are interested in approximately 38.22% of the total issued share capital of the Company as at the date of this announcement, are required to abstain from voting in respect of the resolution regarding the Engagement of OPSL.

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A circular containing, among other things, further details of (1) the Placing and the Engagement of OPSL, (2) the Increased in Authorised Share Capital, (3) a letter from the Independent Board Committee to the Independent Shareholders, setting out its recommendations in connection with the Engagement of OPSL; (4) a letter from the IFA containing its advice to the Independent Board Committee and the Independent Shareholders in connection with the Engagement of OPSL; and (5) the notice of the EGM, is expected to be despatched to the Shareholders on or before 22 June 2015.

TERMS USED IN THIS ANNOUNCEMENT

In this announcement, unless the context otherwise required, the following terms and expressions shall have the following meanings when used herein.

• “associate(s)”

• having such meaning as ascribed to such term under the Listing Rules

• “Board”

board of Directors

• “Business Day”

a day (excluding Saturday and any day on which a tropical cyclone warning no. 8 or above is hoisted or remains hoisted between 9:00 a.m. and 12:00 noon and is not lowered at or before 12:00 noon or on which a “black” rainstorm warning is hoisted or remains in effect between 9:00 a.m. and 12:00 noon and is not discontinued at or before 12:00 noon) on which licensed banks in Hong Kong are generally open for business throughout their normal business hours

• “Controlling shareholder” having such meaning as ascribed to such term under the Listing Rules

• “Company”

• OP Financial Investments Limited, a company incorporated in the Cayman Islands with limited liability and the issued Shares of which are listed on the Main Board of the Stock Exchange

• “connected person(s)” having such meaning as ascribed to such term under the Listing Rules

• “Directors”

• directors of the Company

• “EGM”

an extraordinary general meeting of the Company proposed to be held for the purpose of considering and (if thought fit) approving, among other matters, the Specific Mandate to issue the Placing Shares under the Placing Agreement, the Increase of Authorised Share Capital and the Engagement of OPSL

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“Engagement of OPSL” the engagement of OPSL as the placing agent for the Placing on the terms of the Placing Agreement, which shall constitute a connected transaction of the Company under Chapter 14A of the Listing Rules

• “Group”

the Company and its subsidiaries

• “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China

• “IFA” Ample Capital Limited, a licensed corporation permitted to carry on business in types 4 (advising on securities), 6 (advising on corporate finance) and 9 (asset management) respectively) regulated activities under the SFO, being the proposed independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the connected transaction contemplated under the Placing Agreement

• “Increase in Authorised Share Capital”

• the proposed increase in the authorised share capital of the Company from HK$200,000,000 divided into 2,000,000,000 Shares of HK$0.10 each to HK$400,000,000 divided into 4,000,000,000 Shares of HK$0.10 each by the creation of an additional 2,000,000,000 Shares

• “Independent Board the committee of the Board established for the purpose of Committee” advising the Independent Shareholders, for the EGM, on the connected transaction contemplated under the Placing Agreement, whose members include all the independent non-executive Directors, namely Mr. Kwong Che Keung, Gordon, Professor He Jia and Mr. Wang Xiaojun

• “Independent Shareholder(s) of the Company, who is/are not required to Shareholder(s)” abstain from voting at a general meeting, if necessary, to approve a connected transaction

• “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

• “Long Stop Date” 5:00 p.m. on 31 August 2015 (or such later date as may be agreed by the Placing Agent and the Company in writing)

• “OPFG” Oriental Patron Financial Group Limited, a company incorporated in the British Virgin Islands and a substantial shareholder of the Company

• “Placee(s)” any person or entity procured by or on behalf of the Placing Agent to subscribe for any of the Placing Shares

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“Placing” the proposed offer by way of a private placing of the Placing Shares, on best efforts basis, procured by or on behalf of the Placing Agent to selected investors on the terms and subject to the conditions set out in the Placing Agreement “Placing Agent” Oriental Patron Securities Limited, a licensed corporation or “OPSL” permitted to carry on business in types 1 (dealing in securities) and 4 (advising on securities) regulated activities under the SFO “Placing Agreement” the conditional placing agreement dated 1 June 2015 entered into between the Company and the Placing Agent in relation to the Placing “Placing Price” HK$1.50 per Placing Share “Placing Shares” up to 900,000,000 new Shares “SFO” Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) “Share(s)” the ordinary share(s) of HK$0.10 each in the share capital of the Company “Shareholder(s)” holder(s) of the Shares “Specific Mandate” a specific mandate to be sought at the EGM for the issue of up to a maximum of 900,000,000 Placing Shares “Stock Exchange” The Stock Exchange of Hong Kong Limited “HK$” Hong Kong dollars, the lawful currency of Hong Kong “%” per cent.

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

Hong Kong, 1 June 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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