Synagistics Limited — Capital/Financing Update 2017

Jan 5, 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)

UPDATE ON THE PLACING OF NEW SHARES UNDER GENERAL MANDATE

References are made to the announcements of OP Financial Investments Limited (the “Company” ) dated 12 December 2016 and 29 December 2016 in respect of the Placing (the “Announcements” ). Unless otherwise defined, terms used in this announcement shall have the same meaning as those defined in the Announcements.

The Placing Agent has successfully procured two placees (collectively, the “Placees” ), namely Infogains Limited ( “Infogains” ) and Hampton International Group (Hong Kong) Limited ( “Hampton Group” ), to subscribe for 33,600,000 and 22,400,000 Placing Shares respectively, subject to the terms and conditions of the Placing Agreement.

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, the Placees are independent of, and not connected with, the Company and its connected persons (as defined in the Listing Rules) and none of the Placee becomes substantial shareholder(s) (as such term is defined in the Listing Rules) immediately upon completion of the Placing.

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EFFECT ON 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 after	Immediately after
				completion of the Placing
				(assuming there will	be no change
				in the issued share capital of the
		As at the date of		Company between	the date of this
		this announcement		announcement and Completion)
Shareholders		No. of	Approximate	No. of	Approximate
		Shares	%	Shares	%
Oriental Patron Financial		359,800,000	19.54	359,800,000	18.96
Group	Limited
(“OPFGL”)
(Note 1)
Ottness Investments		330,000,000	17.92	330,000,000	17.39
Limited (“OIL”)
(Note 2)
Liu Zhiwei_(Note 3)_		182,330,000	9.90	182,330,000	9.61
Bestone	Asset	170,000,000	9.23	170,000,000	8.96
Management	Co., Ltd
(“Bestone	Asset
Management”)
(Note 4)
Yang Fuyi		163,574,500	8.88	163,574,500	8.62
Grand Link	Finance	158,244,000	8.59	158,244,000	8.34
Limited (“GLFL”)
(Note 5)
Geng Shuanghua		106,100,000	5.77	106,100,000	5.59
Public Shareholders
Infogains		-	-	33,600,000	1.77
Hampton Group		-	-	22,400,000	1.18
Other public Shareholders		701,347,500	38.09	701,347,500	36.97
Total		1,841,396,000	100.00	1,897,396,000	100.00

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” ).

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1. OIL is a wholly owned subsidiary of OPFGL, while 95% of the issued share capital of OPFSGL is owned by OPFGL. The entire 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.

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

3. 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.

4. 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.

A further announcement will be made by the Company when Completion takes place.

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

Hong Kong, 5 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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