Synagistics Limited — Proxy Solicitation & Information Statement 2009

Jul 27, 2009

==> picture [69 x 51] intentionally omitted <==

==> picture [35 x 40] intentionally omitted <==

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)

PROXY FORM

Form of proxy for use by shareholders at the annual general meeting to be held at 11:00 a.m. on Friday, 28 August 2009 at 27th Floor, Two Exchange Square, 8 Connaught Place, Central, Hong Kong I/We (note a) . .. .. .. ............................................ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . of ......... .. .. .. .. .. .. ............................................ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . OP“beingFinancialthe registeredInvestmentsholder(s)Limitedof ............................. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .(the “ Company ”) hereby appoint the Chairman of the annual general (note meeting b) sharesofoftheHK$0.10Companyeach(theof Meeting ”) or .. .. .. ........................................... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . of ......... .. .. .. .. .. .. ............................................ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . to act as my/our proxy (note c) at the Meeting to be held at 11:00 a.m. on Friday, 28 August 2009 at 27th Floor, Two Exchange Square, 8 Connaught Place, Central, Hong Kong and at any adjournment thereof and to vote on my/our behalf as directed below.

Please make a mark in the appropriate boxes to indicate how you wish your vote(s) to be cast on a poll.

	1.	To receive and approve the audited financial statements and the reports of the directors and the Company’s auditors for the year ended 31 March 2009.
	2.	(i) to re-elect Mr. ZHANG Zhi Ping as an executive director of the Company;
		(ii) to re-elect Mr. ZHANG Gaobo as an executive director of the Company;
		(iii) to authorise the board of directors to fix the remuneration of directors.
	3.	To re-appoint Messrs. RSM Nelson Wheeler as auditors of the Company and to authorise the board of directors to fix their remuneration.
		ORDINARY RESOLUTIONS
	4.	To grant a general and unconditional mandate to the directors of the Company to allot and issue and deal with the unissued shares of HK$0.10 each in the capital of the Company up to a maximum of 20% of the issued share capital of the Company (“the Issue Mandate”).
	5.	To grant a general and unconditional mandate to the directors of the Company to repurchase the Company’s shares up to a maximum of 10% of the issued share capital of the Company (“the Repurchase Mandate”).
	6.

Dated this .. .. .. .. .. ................................ day of ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2009.

Shareholder’s signature x .................................... . . . . . . . . . . . . . . . . . . . . . . x (notes e, f, g and h)

Notes:

• a Full name(s) and address(es) are to be inserted in BLOCK CAPITALS . The name of all joint registered holders should be stated.

• b Please insert the number of shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares in the capital of the Company registered in your name(s).

• c A proxydelete theneedwordsnot“thebe aChairmanmember ofofthetheCompany.annual generalIf youmeetingwish to ofappointthe Companysome person(the “other Meeting than”)theor”Chairmanand insertofthethenameMeetingand addressas your ofproxy,the personplease appointed in the space provided.

• d IMPORTANT: IF YOU WISH TO VOTE FOR ANY OF THE RESOLUTIONS SET OUT ABOVE, PLEASE TICK (“ ✓ ”) THE BOXES MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTIONS, PLEASE TICK (“ ✓ ”) THE BOXES MARKED “AGAINST”. If the form returned is duly signed but without specific direction on any of the proposed resolutions, the proxy will vote or abstain at his discretion in respect of all resolutions; or if in respect of a particular proposed resolution there is no specific direction, the proxy will, in relation to that particular proposed resolution, vote or abstain at his discretion. A proxy will also be entitled to vote at his discretion on any resolution properly put to the meeting other than those set out in the notice convening the meeting.

• e In the case of a joint registered holders of any share, this form of proxy may be signed by any joint registered holder, but if more than one joint registered holder is present at the meeting, whether in person or by proxy, that one of the joint registered holders whose name stands first on the register of members in respect of the relevant joint holding shall alone be entitled to vote in respect thereof.

• f The form of proxy must be signed by a shareholder, or his attorney duly authorised in writing, or if the shareholder is a corporation, either under its Common Seal or under the hand of an officer or attorney so authorised.

• g To be valid, this form of proxy together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority must be deposited at the offices of the Company’s Hong Kong branch registrar, Tricor Abacus Limited, at 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not later than 48 hours before the time of the meeting or any adjourned meeting.

• h Any alteration made to this form should be initialled by the person who signs the form. i Completion and return of this form of proxy will not preclude you from attending and voting in person at the meeting or any adjournment thereof if you so wish.

• For identification purpose only