Synagistics Limited — Capital/Financing Update 2018

Mar 14, 2018

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 or offer to acquire, purchase or subscribe for any 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)

COMPLETION OF ISSUE AND ALLOTMENT OF NEW SHARES FOR SUBSCRIPTION UNDER GENERAL MANDATE

The Board is pleased to announce that the Subscription has been completed and 300,000,000 Subscription Shares have been issued and allotted on 14 March 2018.

Reference is made to the announcement of the Company dated 7 March 2018 (the “ Announcement ”). Terms used herein shall have the same meanings as defined in the Announcement unless the context requires otherwise.

COMPLETION OF THE SUBSCRIPTION

The Board is pleased to announce that the Subscription has been completed and a total of 300,000,000 Subscription Shares at the Subscription Price of HK$3.33 per Subscription Share were issued and allotted in accordance with the terms and conditions of the relevant Subscription Agreements.

To the best knowledge, information and belief of the Directors having made all reasonable enquiries, (i) each of the Subscribers and its ultimate beneficial owner(s) are third parties independent of the Company and its connected persons (within the meaning of the Listing Rules); and (ii) each of the Subscribers (including its ultimate beneficial owners) is third party independent of each other.

• For identification purposes only

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The Company received net proceeds from the Subscription, after deducting related professional fees and all related expenses, of approximately HK$999 million. The net proceeds from the Subscription will be used as the general working capital of the Company and for future investment pursuant to the investment objectives of the Company. The Company will disclose the use of proceeds from the Subscription in the annual report for the year 31 March 2018.

CHANGES TO THE SHAREHOLDING AS A RESULT OF THE SUBSCRIPTION

Set out below is a table showing the shareholding structure of the Company (i) immediately before completion of the Subscription; and (ii) immediately after completion of the Subscription:

	Immediately before	Immediately before	Immediately after	Immediately after
	completion of the		completion of the
Name of Shareholder	Subscription		Subscription
	No. of Shares	%	No. of Shares	%
Connected persons or
substantial Shareholders
Oriental Patron Financial Group
Limited (“OPFGL”)(Note)	359,800,000	13.64	359,800,000	12.25
Dr. Liu Zhiwei	314,306,000	11.92	314,306,000	10.70
Full House Investment Limited	350,000,000	13.27	350,000,000	11.92
Wah Hing Global Investment
Limited	350,000,000	13.27	350,000,000	11.92
Sub-total:	1,374,106,000	52.10	1,374,106,000	46.78
Public
Subscriber I	–	–	290,000,000	9.87
Subscriber II	–	–	10,000,000	0.34
Other public Shareholders	1,263,290,000	47.90	1,263,290,000	43.01
Sub-total:	1,263,290,000	47.90	1,563,290,000	53.22
Total	2,637,396,000	100.00	2,937,396,000	100.00

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Note:

These 359,800,000 Shares represented an aggregate of 330,000,000 Shares held by Ottness Investments Limited (“ OIL ”) and 29,800,000 Shares held by Oriental Patron Financial Services Group Limited (“ OPFSGL ”). 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.

By Order of the Board of OP Financial Investments Limited Zhang Gaobao Executive Director and Chief Executive Officer

Hong Kong, 14 March 2018

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

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