Synagistics Limited — Capital/Financing Update 2017

Jan 12, 2017

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 is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any Shares.

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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 SHARES UNDER GENERAL MANDATE

References are made to the announcements of OP Financial Investments Limited (the “Company” ) dated 12 December 2016, 29 December 2016 and 5 January 2017 (collectively, the “Announcements” ) in relation to the Placing. Unless otherwise stated herein, capitalised terms used herein shall have the same meanings as those defined in the Announcements.

COMPLETION OF THE PLACING

The Board is pleased to announce that the conditions of the Placing Agreement have been fulfilled. The Placing was completed on 12 January 2017 pursuant to which the Company has allotted and issued 33,600,000 and 22,400,000 Placing Shares to Infogains and Hampton Group respectively at the Placing Price of HK$1.95 per Placing Share.

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, Infogains and Hampton Group and its ultimate beneficial owners are Independent Third Parties.

The net proceeds from the Placing (after deducting the placing commission payable to the Placing Agent and other expenses incurred in the Placing) are approximately HK$107,016,000. The Company intends to apply the net proceeds from the Placing as the general working capital of the Company and for future investment pursuant to the investment objectives of the Company.

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CHANGE IN THE SHAREHOLDING STRUCTURE OF THE COMPANY

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

	Immediately beforeCompletionNo. ofSharesApproximate%	Immediately beforeCompletionNo. ofSharesApproximate%	Immediately afterCompletionNo. ofSharesApproximate%	Immediately afterCompletionNo. ofSharesApproximate%
iental Patron Financial	359,800,000	19.54	359,800,000	18.96
GroupLimited(“OPFGL”)(Note 1)
tnessInvestmentsLimited (“OIL”)(Note 2)u Zhiwei_(Note 3)_stoneAssetManagement Co., Ltd(“BestoneAsset	330,000,000182,330,000170,000,000	17.929.909.23	330,000,000182,330,000170,000,000	17.399.618.96
Management”)(Note 4)
ng FuyiandLinkFinanceLimited (“GLFL”)(Note 5)ng Shuanghua	163,574,500158,244,000106,100,000	8.888.595.77	163,574,500158,244,000106,100,000	8.628.345.59
blic Shareholders
ogainsmpton Group	--	--	33,600,00022,400,000	1.771.18
				36.97

Notes:

1. This represented an aggregate of 330,000,000 Shares held by OIL and 29,800,000 Shares held by Oriental Patron Financial Services Group Limited ( “OPFSGL” ).

2. OIL is a wholly owned subsidiary of OPFGL, while 95% of the issued share capital of OPFSGL is owned by OPFGL. The issued share capital of OPFGL is beneficially owned as to 51% by Mr. Zhang Zhi Ping and 49% by Mr. Zhang Gaobo. By virtue of the SFO, each of Mr. Zhang Zhi Ping and Mr. Zhang Gaobo is deemed to be interested in the Shares and underlying Shares of the Company held by OIL and OPFSGL.

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1. An executive Director and the president of the Company.

2. This represented 170,000,000 Shares held by 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 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.

The Placing Shares represented approximately 3.04% of the issued share capital of the Company immediately before Completion and approximately 2.95% of the then issued share capital of the Company immediately after Completion. As such, none of the Placee and its ultimate beneficial owners has become a substantial shareholder of the Company immediately upon completion of the Placing.

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

Hong Kong, 12 January 2017

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; three independent non-executive Directors, namely, Mr. Kwong Che Keung, Gordon, Professor He Jia and Mr. Wang Xiaojun.

* For identification purpose only

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