Synagistics Limited — Capital/Financing Update 2016

Dec 12, 2016

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 purpose only and does not constitute an invitation or 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)

PLACING OF NEW SHARES UNDER GENERAL MANDATE AND CONNECTED TRANSACTION

Placing Agent

Oriental Patron Securities Limited

THE PLACING AGREEMENT

On 12 December 2016, the Company entered into the Placing Agreement with the Placing Agent. Pursuant to the Placing Agreement, the Company has conditionally agreed to place through the Placing Agent, on a best efforts basis, up to 56,000,000 Placing Shares, to not less than six independent Placees, at a price of HK$1.95 per Placing Share. The Placing Shares will be allotted and issued pursuant to the General Mandate.

Number of Placing Shares

The maximum number of 56,000,000 Placing Shares under the Placing represent (i) approximately 3.04% of the existing issued share capital of the Company of 1,841,396,000 Shares as at the date of this announcement; (ii) approximately 2.95% of the issued share capital of the Company as enlarged by the allotment and issue of the Placing Shares (assuming only the Placing is completed in full).

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Use of proceeds from the Placing

The maximum gross and net proceeds from the Placing are estimated to be HK$109.20 million and approximately HK$107,016,000, respectively (representing a net issue of price of approximately HK$1.911 per Placing Share). The net proceeds from the Placing will be used as the general working capital of the Company and for future investment pursuant to the investment objectives of the Company.

LISTING RULES IMPLICATIONS

The Placing Agent is an indirect non wholly-owned subsidiary of OPFG. OPFG is the parent company of OIL and OPFS and is, as at the date of this announcement, indirectly interested in 359,800,000 Shares, representing approximately 19.54% of the 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.

The maximum placing commission payable of HK$2,184,000 to the Placing Agent by the Company in respect of the Placing is on normal commercial terms. As the applicable percentage ratios (as defined in the Listing Rules) in respect of the transaction contemplated under the Placing Agreement is expected to be less than 25% and the total consideration is less than HK$10,000,000, the connected transaction contemplated under the Placing Agreement is exempt from the circular (including independent financial advice) and Shareholders’ approval requirements under Chapter 14A of the Listing Rules.

Since completion of each of the Placing is subject to the fulfilment or waiver of the conditions as set out in the Placing Agreement, the Placing may or may not proceed. Shareholders and potential investors are reminded to exercise caution when dealing in the Shares.

After trading hours on 12 December 2016, the Company entered into the Placing Agreement with the Placing Agent for the placing of a maximum of 56,000,000 Placing Shares at the Placing Price of HK$1.95 per Placing Share. The principal terms and conditions of the Placing Agreement are set out below.

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THE PLACING AGREEMENT

Date

12 December 2016

Issuer

The Company

Placing Agent

OPSL is a licensed corporation permitted to carry out Type 1 (dealing in securities) and Type 4 (advising on securities) regulated activities under the SFO.

The Placing Agent has conditionally agreed to place up to 56,000,000 Placing Shares on a best efforts basis. The Placing Agent will be entitled to receive a commission of 2% of the amount equal to the Placing Price multiplied by the actual number of the Placing Shares successfully placed by the Placing Agent. The placing commission was arrived at after arm’s length negotiations between the Company and the Placing Agent under normal commercial terms and with reference to the prevailing market conditions.

The Placing Agent is an indirect non wholly-owned subsidiary of OPFG. OPFG is the parent company of OIL and OPFS and is, as at the date of this announcement, indirectly interested in 359,800,000 Shares, representing approximately 19.54% of the issued share capital of the Company (among which 330,000,000 Shares were held by OIL, a wholly-owned subsidiary of OPFG and 29,800,000 Shares were held by OPFS, a 95%- owned subsidiary of OPFG). 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.

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.

Placees

The Placing Shares will be placed to not less than six Placees, who and whose ultimate beneficial owners are not connected person of the Company and are third parties independent of and not connected with the Company and its connected persons.

Number of Placing Shares

Assuming that there will be no change in the issued share capital of the Company between the date of this announcement and the completion of the Placing, the 56,000,000 Placing Shares under the Placing represent (i) approximately 3.04% of the existing issued share capital of the Company of 1,841,396,000 Shares as at the date of this announcement; (ii) approximately 2.95% of the issued share capital of the Company as enlarged by the allotment and issue of the Placing Shares (assuming only the Placing is completed in full). The aggregate nominal value of the Placing Shares under the Placing will be HK$5,600,000.

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Ranking of Placing Shares

The Placing Shares under the Placing will rank, upon issue, pari passu in all respects with the Shares in issue on the date of allotment and issue of the Placing Shares.

Placing Price

The Placing Price of HK$1.95 per Placing Share represents:

• (i) a discount of approximately 8.88% to the closing price of HK$2.14 per Share as quoted on the Stock Exchange on 12 December 2016, being the date of the Placing Agreement; and

• (ii) a discount of approximately 8.62% to the average closing price of approximately HK$2.134 per Share as quoted on the Stock Exchange for the five consecutive trading days immediately prior to the date of the Placing Agreement.

The Placing Price was determined after arm’s length negotiation between the Company and the Placing Agent with reference to the prevailing market prices of the Shares. The Directors (including the independent non-executive Directors) consider that the terms of the Placing Agreement (including the Placing Price and the placing commission) are fair and reasonable based on the current market conditions and in the interests of the Company and the Shareholders as a whole.

Proceeds from the Placing

Assuming all the Placing Shares to be placed under the Placing Agreement have been placed, the gross proceeds from the Placing will be HK$109.20 million and the net proceeds will be approximately HK$107,016,000 (after deduction of commission and other expenses of the Placing). On such basis, the net issue price will be approximately HK$1.911 per Placing Share.

General Mandate to Allot and Issue the Placing Shares

The Placing Shares will be issued under the General Mandate to allot, issue and deal with Shares granted to the Directors by resolution of the Shareholders passed at the AGM subject to the limit up to 20% of the then issued share capital of the Company of 1,841,396,000 Shares as at the date of the AGM. Under the General Mandate, the Company is authorised to issue up to 368,279,200 Shares. Up to the date of this announcement, no Share has been issued under the General Mandate. Accordingly, the issue of the Placing Shares is not subject to the approval of the Shareholders.

Conditions of the Placing Agreement

Completion of the Placing Agreement is conditional upon:

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

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• (ii) the obligations of the Placing Agent under the Placing Agreement not being terminated in accordance with the terms of the Placing Agreement, including provisions regarding force majeure events.

Completion of the Placing

Completion of the Placing, in any event, will take place within four business days after the fulfillment of the conditions as set out in paragraph headed “Conditions of the Placing Agreement” above or such other date to be agreed between the Company and the Placing Agent in writing (the “ Completion Date ”). If the above conditions are not satisfied and/or waived (other than condition (i) above, which cannot be waived) in whole or in part by the Placing Agent on or before 5:00 p.m. on 30 December 2016 or such later date to be agreed between the Company and the Placing Agent in writing, the Placing will be terminated and the Placing will not proceed and all obligations and liabilities of the parties hereunder will forthwith cease and determine and no party will have any claim against the others (save for any antecedent breaches hereof).

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

Termination and force majeure

The Placing Agent may terminate the Placing Agreement by notice in writing prior to 9:00 a.m. on the Completion Date, if in the absolute opinion of the Placing Agent, the success of the Placing would be materially and adversely affected by any force majeure events:

• (a) the introduction of any new laws or regulations or any change in existing laws or regulations (or the judicial interpretation thereof) or other occurrence of any nature whatsoever which may, in the absolute opinion of the Placing Agent, materially and adversely affect the business or the financial or trading position or prospects of the Group as a whole; or

• (b) the occurrence of any local, national or international event or change (whether or not forming part of a series of events or changes occurring or continuing before and/or after the date of the Placing Agreement) of a political, military, financial, economic, currency (including a change in the system under which the value of the Hong Kong currency is linked to the currency of the United States of America) or other nature (whether or not sui generis with any of the foregoing), or in the nature of any local, national, international outbreak or escalation of hostilities or armed conflict, or affecting local securities market or the occurrence of any combination of circumstances which may, in the absolute opinion of the Placing Agent, materially and adversely affect the business or the financial or trading position or prospects of the Group as a whole or adversely prejudices the success of the placing of the Placing Shares by potential investor(s) or otherwise makes it inexpedient or inadvisable for the Company or the Placing Agent to proceed with the Placing; or

• (c) any change in market conditions or combination of circumstances in Hong Kong (including without limitation suspension or material restriction on trading in securities) occurs which affect the success of the Placing (such success being the placing of the Shares to potential investor(s)) or otherwise in the absolute opinion of the Placing Agent make it inexpedient or inadvisable or inappropriate for the Company or the Placing Agent to proceed with the Placing.

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If, at or prior to 9:00 a.m. on the Completion Date:

• (a) the Company commits any material breach of or omits to observe any of the obligations or undertakings expressed or assumed under the Placing Agreement; or

• (b) the trading of the Shares on the Stock Exchange has been suspended for more than ten consecutive trading days save for the purposes of clearing of the announcement relating to the Placing Agreement or any announcements or circulars relating to the Placing; or

• (c) the Placing Agent shall become aware of the fact that any of the representations or warranties contained in the Placing Agreement was, when given, untrue or inaccurate or would in any respect be untrue or inaccurate if repeated the Placing Agent shall determine that any such untrue representation or warranty represents or is likely to represent a material adverse change in the financial or trading position or prospects of the Group taken as a whole or will otherwise likely to have a material prejudicial effect on the Placing.

The Placing Agent shall be entitled (but not bound) by notice in writing to the Company to elect to treat such matter or event as releasing and discharging the Placing Agent from its obligations under the Placing Agreement.

Upon giving of notice pursuant to the paragraph above, all obligations of the Placing Agent hereunder shall cease and determine and no party shall have any claim against any other parties in respect of any matter or thing arising out of or in connection with the Placing Agreement, save for any antecedent breaches. The Directors are not aware of the occurrence of any of such events as at the date of this announcement.

APPLICATION FOR LISTING OF PLACING SHARES

Application will be made to the Stock Exchange for the listing of, and permission to deal in, the Placing Shares.

REASONS FOR THE PLACING AND USE OF PROCEEDS

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 net proceeds from the Placing will be used as the general working capital of the Company and for future investment pursuant to the investment objectives of the Company.

FUND RAISING ACTIVITIES IN THE PAST TWELVE MONTHS

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

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EFFECTS ON SHAREHOLDING STRUCTURE OF THE COMPANY

To the best of the Directors’ knowledge, information and belief after having made all reasonable enquiries, set out below are the existing shareholding structure of the Company and the effect on the shareholder structure of the Company upon completion of the Placing (assuming all the Placing Shares are placed in full and there is no other change in the shareholding structure of the Company before the allotment and issue of the Placing Shares).

OIL_(Note 1) OPFS(Note 1) Bestone Asset Management Co., Ltd (Note 2) Ms. YANG Fuyi Grand Link Finance Limited(Note 3)_ Mr. GENG Shuanghua Public Placees Other public shareholders	As of the Latest Practicable Date No. of Shares Approx. percentage 330,000,000 17.92% 29,800,000 1.62% 170,000,000 9.23% 163,574,500 8.88% 158,244,000 8.59% 106,100,000 5.77% – – 883,677,500 47.99% 1,841,396,000 100.00%	Immediately after completion of the Placing (assuming all 67,000,000 Placing Shares are fully placed) No. of Shares Approx. percentage 330,000,000 17.39% 29,800,000 1.57% 170,000,000 8.96% 163,574,500 8.62% 158,244,000 8.34% 106,100,000 5.59% 56,000,000 2.95% 883,677,500 46.58% 1,897,396,000 100.00%

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 (“ Ms. Wang ”) owns 100% of the 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 and 21st Century Champion is deemed to be interested in the Shares held by Bestone Asset Management.

3. This represented 158,244,000 Shares held by Grand Link Finance Limited (“ GLFL ”). Mr. Wang Delian (“ Mr. Wang ”) owns 100% of the issued share capital in GLFL. By virtue of the SFO, Mr. Wang is deemed to be interested in the Shares held by GLFL.

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LISTING RULES IMPLICATIONS

The Placing Agent is an indirect non wholly-owned subsidiary of OPFG. OPFG is the parent company of OIL and OPFS and is, as at the date of this announcement, indirectly interested in 359,800,000 Shares, representing approximately 19.54% of the issued share capital of the Company (among which 330,000,000 Shares were held by OIL, a wholly-owned subsidiary of OPFG and 29,800,000 Shares were held by OPFS, a 95%- owned subsidiary of OPFG). 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.

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.

The maximum placing commission payable of HK$2,184,000 to the Placing Agent by the Company in respect of the Placing is on normal commercial terms. As the applicable percentage ratios (as defined in the Listing Rules) in respect of the transaction contemplated under the Placing Agreement is expected to be less than 25% and the total consideration is less than HK$10,000,000, the connected transaction contemplated under the Placing Agreement is exempt from the circular (including independent financial advice) and Shareholders’ approval requirements under Chapter 14A of the Listing Rules.

APPROVAL OF THE BOARD

Other than Mr. Zhang Zhi Ping and Mr. Zhang Gaobo who are the beneficial owners of OPFG, both of whom had abstained from voting in respect of the resolutions of the Board for approving the Placing Agreement, none of the other Directors has interests in any of the Placing Agreement matters or was required to abstain from voting in respect of the resolutions of the Board for approving such matters.

TERMS AND DEFINITIONS

In this announcement, unless the context otherwise requires, the following words and expressions shall have the meaning ascribed to them below:

“AGM”	the annual general meeting of the Company held on 31
	August 2016
“associate(s)”	has the meaning ascribed thereto in the Listing Rules
“Board”	the board of Directors
“Company”	OP Financial Investments Limited, a company incorporated
	under the laws of the Cayman Islands with limited liability
	and the issued shares of which are listed on the Main Board
	of the Stock Exchange (stock code: 1140)

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• “connected person(s)” has the meaning ascribed thereto in the Listing Rules “Director(s)” the director(s) of the Company “General Mandate” the mandate granted to the Directors by the Shareholders at the AGM to allot, issue and deal with up to 20% of the then issued share capital of the Company as at the date of the AGM

• “Group” the Company and its subsidiaries

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

• “Independent Third Party(ies)” third party(ies) independent of, not connected or acting in concert (as defined in the Hong Kong Code on Takeovers and Mergers) with any directors, chief executive or substantial shareholder(s) of the Company or its subsidiaries and their respective associates (as defined under the Listing Rules)

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

• “OIL” Ottness Investment Limited, a substantial Shareholder of the Company holding 330,000,000 Shares, representing approximately 17.92% of the issued share capital of the Company as at the date of this announcement

• “OPFG” Oriental Patron Financial Group Limited, the parent company of OIL and OPFS

• “OPFS” Oriental Patron Financial Services Group Limited, a Shareholder holding 29,800,000 Shares, representing approximately 1.62% of the issued share capital of the Company as at the date of this announcement

• “Placee(s)” any professional, institutional or other investor(s) or any of their respective subsidiaries or associates procured by the Placing Agent to subscribe for any of the Placing Shares pursuant to the Placing Agent’s obligations under the Placing Agreement

• “Placing” the placing of up to 56,000,000 Placing Shares pursuant to the terms of the Placing Agreement

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“Placing Agent” or “OPSL”	Oriental Patron Securities Limited, a licensed corporation to
	carry out Type 1 (dealing in securities) and Type 4 (advising
	on securities) regulated activities under the SFO
“Placing Agreement”	the conditional placing agreement entered into between the
	Company and the Placing Agent dated 12 December 2016 in
	relation to the Placing
“Placing Price”	HK$1.95 per Placing Share
“Placing Share(s)”	up to 56,000,000 new Shares to be allotted and issued under
	the Placing
“SFO”	the Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong)
“Share(s)”	ordinary share(s) of HK$0.10 each in the share capital of the
	Company
“Shareholder(s)”	holder(s) of the Share(s)
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“substantial shareholder(s)”	has the meaning ascribed to it under the Listing Rules
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“%”	per cent.

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

Hong Kong, 12 December 2016

• For identification purposes only

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

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