Synagistics Limited — Proxy Solicitation & Information Statement 2011

Jan 13, 2011

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in OP Financial Investments Limited, you should at once hand this circular with the accompanying form of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

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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)

CONTINUING CONNECTED TRANSACTIONS AND NOTICE OF EXTRAORDINARY GENERAL MEETING

Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders

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Notice of the Extraordinary General Meeting of the Company to be held at 10:30 a.m. on Monday, 31 January 2011 at 27th Floor, Two Exchange Square, 8 Connaught Place, Central, Hong Kong is set out on pages 32 to 33 of this circular. Whether or not you are able to attend the meeting, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same as soon as possible and in any event no later than 48 hours before the time of the meeting or any adjournment thereof to the Company’s branch share registrar in Hong Kong, Tricor Abacus Limited, at 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong. Completion and return of the form of proxy will not preclude you from attending and voting at the meeting or any adjournment thereof should you so wish.

14 January 2011

* For identification purpose only

CONTENTS

		Pages
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
**Letter from **	the Board
–	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
–	Continuing Connected Transactions –
	New Investment Management Agreement . . . . . . . . . . . . . . . . . . . . .	6
–	Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
–	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
–	Voting by way of poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
–	Additional information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
Letter of Advice from Independent Board Committee . . . . . . . . . . . . . . . . . . . . . .		15
Letter of Advice from Independent Financial Adviser . . . . . . . . . . . . . . . . . . . . . .		16
**Appendix – **	General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	26
Notice of Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		32

– i –

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions have the following meanings:

• “Ample Capital” or “Independent Financial Adviser”

• Ample Capital Limited, a licensed corporation under the SFO to carry on type 4 (advising on securities), type 6 (advising on corporate finance) and type 9 (asset management) regulated activities

• “Announcement”

• the announcement dated 13 January 2011 made by the Company regarding the Continuing Connected Transactions

• “Annual Cap(s)”

• the expected maximum amount of the fees payable to the Investment Manager under the New Investment Management Agreement for each of the three years ending 31 March 2014, as defined in the section headed “Continuing Connected Transactions – New Investment Management Agreement – Caps for the fees payable to the Investment Manager under the New Investment Management Agreement” below

• “Articles”

• the articles of association of the Company, as amended from time to time

• “associates”

• has the meaning ascribed to it under the Listing Rules

• “Board” the board of Directors

• “Business Day”

• a day (other than Saturday) on which banks in Hong Kong are generally open for business

• “Commencement Date”

• 1 April 2011, the commencement date of the New Investment Management Agreement

• “Company”

• OP Financial Investments Limited, a company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the Stock Exchange

• “connected person(s)” has the meaning ascribed to it under the Listing Rules

– 1 –

DEFINITIONS

• “Continuing Connected Transactions”

the continuing connected transactions which are to be constituted by the provision of investment management and administration services by the Investment Manager to the Company under the New Investment Management Agreement for the period from 1 April 2011 to 31 March 2014

• “Director(s)”

• the director(s), including the independent non-executive directors, of the Company

• “EGM”

• the extraordinary general meeting of the Company to be convened and held at 10:30 a.m. on Monday, 31 January 2011 at 27th Floor, Two Exchange Square, 8 Connaught Place, Central, Hong Kong for the purpose of approving, among others, the Continuing Connected Transactions (including the Annual Caps) by the Independent Shareholders

• “Existing Investment Management Agreement”

• the investment management agreement entered into between the Company and the Investment Manager on 1 April 2008 as disclosed in the announcement of the Company dated 14 September 2007 and the circular of the Company dated 22 October 2007

• “Group” the Company and its subsidiaries

• “Hong Kong”

• the Hong Kong Special Administrative Region of the PRC

• “Independent Board Committee”

• the independent board committee of the Company (comprising Mr Kwong Che Keung, Gordon, Professor He Jia and Mr Wang Xiaojun, being all the independent non-executive Directors) formed by the Company to advise the Independent Shareholders as to whether the Continuing Connected Transactions (including the Annual Caps) are fair and reasonable and in the interests of the Group and the Shareholders as a whole

• “Independent Shareholders”

• the Shareholders, other than the Investment Manager, OPFSGL, Ottness and their respective associates

– 2 –

DEFINITIONS

• “Investment Manager”

• “Latest Practicable Date”

• “Listing Rules”

• “Longstop Date”

• “Model Code”

• “Net Asset Value”

• “New Investment Management Agreement”

• “OPFSGL”

• “Ottness”

• “Percentage Ratio”

• “Performance Fee Valuation Day”

• Oriental Patron Asia Limited, trading in the name of “Oriental Patron Fund Management” in fund management activities for the purposes of the Existing Investment Management Agreement and the New Investment Management Agreement

• 11 January 2011, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular

• the Rules Governing the Listing of Securities on the Main Board of the Stock Exchange

• 31 March 2011

• Model Code for Securities Transactions by Directors of Listed Issuers in the Listing Rules

• the consolidated net asset value of the Company calculated in accordance with the provisions of the Articles

• the new investment management agreement dated 13 January 2011 entered into between the Company and the Investment Manager to be effective on the Commencement Date following the expiry of the Existing Investment Management Agreement on 31 March 2011 in respect of the provision of investment management and administration services by the Investment Manager to the Group for the period from 1 April 2011 to 31 March 2014

• Oriental Patron Financial Services Group Limited, a Shareholder

• Ottness Investments Limited, a substantial Shareholder

• the applicable percentage ratio (other than the profit ratio and equity capital ratio) under Rule 14.07 of the Listing Rules

• the last Business Day of each financial year of the Company, being the period of 12 calendar months from 1 April of each year to 31 March of the following year

– 3 –

DEFINITIONS

• “PRC” the People’s Republic of China, which for the purposes of this circular, does not include Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan

• “Relevant Performance Period” the period commencing on 1 April of each year to 31 March of the following year (both dates inclusive)

• “SFC” the Securities and Futures Commission in Hong Kong

• “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 capital of the Company

• “Shareholder(s)” holder(s) of the issued Shares

• “Stock Exchange” The Stock Exchange of Hong Kong Limited

• “substantial shareholder” has the meaning ascribed to it under the Listing Rules

• “Valuation Date” the last dealing day of the Stock Exchange in each calendar month or such other dealing day as considered appropriate by the Board for the purpose of calculating the Net Asset Value

• “2007 EGM”

• the extraordinary general meeting of the Company held on 7 November 2007 at which the continuing connected transactions contemplated under the Existing Investment Management Agreement and the expected maximum amount of the fees payable to the Investment Manager thereunder for each of the three years ending 31 March 2011 were approved by the then Independent Shareholders

• “HK$” Hong Kong dollars, the lawful currency of Hong Kong

• “%”

percent

– 4 –

LETTER FROM THE BOARD

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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)

Executive Directors:

Zhang Zhi Ping (Chairman) Zhang Gaobo (Chief Executive Officer)

Non-executive Director:

Liu Hongru

Independent non-executive Directors: Kwong Che Keung, Gordon He Jia Wang Xiaojun

Registered office:

P.O. Box 309GT Ugland House South Church Street George Town Grand Cayman Cayman Islands

Head office and principal place of business in Hong Kong: 27th Floor, Two Exchange Square 8 Connaught Place, Central Hong Kong

14 January 2011

To the Shareholders

Dear Sir/Madam,

CONTINUING CONNECTED TRANSACTIONS AND NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

Reference is made to the Announcement.

The purpose of this circular is (i) to provide you with information or further details regarding the Continuing Connected Transactions (which are to be constituted by the provision of investment management and administrative services by the Investment Manager to the Company under the New Investment Management Agreement) (including the Annual Caps); (ii) to set out the advice of the Independent Board Committee to the Independent Shareholders and the advice of the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in relation to the Continuing Connected Transactions; and (iii) to give you notice of the EGM at which ordinary resolution(s) will be proposed to consider and, if thought fit, approve the Continuing Connected Transactions.

* For identification purpose only

– 5 –

LETTER FROM THE BOARD

Under the Listing Rules, the Company is required to provide you with information reasonably necessary to enable you to make an informed decision as to whether to vote for or against the resolution(s) to be proposed at the EGM. This circular is also prepared for such purpose.

CONTINUING CONNECTED TRANSACTIONS – NEW INVESTMENT MANAGEMENT AGREEMENT

Reference is made to the announcement of the Company dated 14 September 2007 and the circular of the Company dated 22 October 2007 regarding the entering into of the Existing Investment Management Agreement by the Company with the Investment Manager for the provision of investment management and administration services for a three-year period commencing from 1 April 2008 and ending 31 March 2011.

The Board wishes to announce that on 13 January 2011, the Company entered into the New Investment Management Agreement with the Investment Manager in relation to, subject to the Independent Shareholders’ approval at the EGM, the appointment of the Investment Manager immediately following the expiration of the term of the Existing Investment Management Agreement on 31 March 2011 to ensure continuity in the provision of the investment management and administration services to the Group.

Principal terms of the New Investment Management Agreement

Except for the time period covered, the terms of the Existing Investment Management Agreement and the New Investment Management Agreement are substantially the same in all material respects.

The principal terms of the New Investment Management Agreement, among others, include:

Duration

From 1 April 2011 to 31 March 2014

Services to be provided

The Investment Manager shall provide investment management and administration services to the Group under the New Investment Management Agreement.

– 6 –

LETTER FROM THE BOARD

Management and performance fees

Under the New Investment Management Agreement, the Investment Manager will be entitled to:

• (a) a monthly investment management fee at 1.5% per annum (based on a 360-day year) of the Net Asset Value as at the immediately preceding Valuation Date, calculated and accrued daily and payable in Hong Kong dollars in arrears on or before the seventh Business Day of the immediately following month; and

• (b) a performance fee calculated by reference to the increase in the Net Asset Value per Share (as defined below) as at the relevant Performance Fee Valuation Day.

A performance fee will be payable to the Investment Manager if the Net Asset Value per Share (as defined below), calculated on the relevant Performance Fee Valuation Day, is greater than the Base Net Asset Value per Share (as defined below). Under the New Investment Management Agreement, such performance fee is payable as soon as practicable after the end of each Relevant Performance Period. The fee payable shall be 10% of the appreciation in the Net Asset Value per Share (as defined below), calculated as at the relevant Performance Fee Valuation Day over the Base Net Asset Value per Share (as defined below) for each Share then in issue, calculated as follows:

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where:

“A” is the Net Asset Value per Share, calculated on the relevant Performance Fee Valuation Day, before the deduction of any provision for the performance fee and the underwriting fee and provided that for the purpose of this calculation only, the Net Asset Value shall be calculated by including any distribution which has been declared or paid during the Relevant Performance Period.

“B” is the Base Net Asset Value per Share which shall be the greater of the Net Asset Value per Share as at the Commencement Date and the value for “A” as at the immediately preceding Relevant Performance Period in relation to which a performance fee was calculated and paid (after deduction of all fees including any performance fee and the underwriting fee in respect of such preceding Relevant Performance Period).

“C” is the aggregate number of Shares in issue during the Relevant Performance Period, calculated by adding the total number of Shares in issue on each Business Day of the Relevant Performance Period.

“D” is 10% or, subject to the approval of the Shareholders by ordinary resolution in general meeting (which approval shall, for the avoidance of doubt, only be required in connection with a proposal to increase such rate), such other percentage figure agreed from time to time between the Investment Manager and the Directors.

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LETTER FROM THE BOARD

“E” is the number of Business Days in the Relevant Performance Period.

The amount of fees (being management fees and performance fees) payable under the New Investment Management Agreement will be determined in accordance with the provisions and formula as set out above.

Historical caps and transaction records under the Existing Investment Management Agreement

The capped amount of the fees payable to the Investment Manager under the Existing Investment Management Agreement for the three years ending 31 March 2011 as approved by the then Independent Shareholders at the 2007 EGM are set out below:

**Year **	ended 31 March
2009	2010	2011
(HK$’000)	(HK$’000)	(HK$’000)
60,000	83,000	115,000

Set out below is a summary of the aggregate amount of fees paid by the Company to the Investment Manager under the Existing Investment Management Agreement for each of the two financial years ended 31 March 2010:

Investment management fees Performance fees Total	Year ended 31 March 2009 (HK$’000) (Audited) 13,395 4,990 18,385	Year ended 31 March 2010 (HK$’000) (Audited) 17,637 65,363
		83,000

The historical aggregate amount of fees paid by the Company to the Investment Manager under the Existing Investment Management Agreement for each of the two financial years ended 31 March 2010 represent approximately 30.64% and 100% of the approved annual cap amount for the respective financial years.

– 8 –

LETTER FROM THE BOARD

Caps for the fees payable to the Investment Manager under the New Investment Management Agreement

The following table sets out the expected capped amounts of the fees payable to the Investment Manager under the New Investment Management Agreement for each of the three years ending 31 March 2014:

**Year **	ending 31 March
2012	2013	2014
(HK$’000)	(HK$’000)	(HK$’000)
150,000	195,000	260,000

The basis of the Annual Caps is determined with reference to historical aggregate amount of fees paid by the Company to the Investment Manager under the Existing Investment Management Agreement for year ended 31 March 2010 of HK$83 million and the compound annual growth rate of the audited Net Asset Value per Share of approximately 32.90% for the two-year period from 1 April 2008 to 31 March 2010.

Such basis has been adopted after taking into account the market-driven nature of the Group’s investment business. The precise performance of the Group’s future net asset value is considered to be difficult to estimate and may vary significantly due to unexpected fluctuations of the financial markets. In particular noting that the actual total management fee and performance fee for year ended 31 March 2009 was only 30.64% of the relevant annual cap while the actual total management fee and performance fee for year ended 31 March 2010 reached 100% of the relevant annual cap. Such material volatility is largely in line with the unfolding of adverse events of global financial crisis during the year ended 31 March 2009. The Hong Kong stock market represented by the Hang Seng Index dropped from height of 31,000 level in November 2007 down to 13,576 on 31 March 2009 and rebound 56.44% to 21,239 on 31 March 2010.

Conditions of the New Investment Management Agreement

The New Investment Management Agreement is conditional upon the approval by the Independent Shareholders at the EGM.

In the event that the condition referred to above cannot be satisfied on or before the Longstop Date, this Agreement shall terminate and none of the parties hereto shall have any rights or obligations against the other except for any antecedent breach of the New Investment Management Agreement in respect of which the right of the party not in default shall remain unaffected.

Reasons for entering into the New Investment Management Agreement

The Company is an investment company under Chapter 21 of the Listing Rules, with the mandate allowing the Group to invest in various assets, financial instruments, and businesses globally.

– 9 –

LETTER FROM THE BOARD

The Group produces medium to long term shareholder returns by developing customized investment solutions for and alongside institutional and corporate investors in the region. The Group’s co-investors are mainly large financial institutions and organizations targeting either high growth opportunities within the PRC or strategic investments outside the region. The Group also invests in funds of listed and unlisted equities to generate diversified returns. Over time, these funds will serve as the foundation of a marketable proprietary financial services platform catered towards attracting new investment partners.

The Investment Manager is a corporation licensed to carry out regulated activities of dealing in securities, advising on corporate finance and asset management under the SFO. The Investment Manager has been appointed to act as the Investment Manager since the listing of the Shares on the Stock Exchange on 20 March 2003 and the Board is of the view that it would be in the interest of the Group and the Shareholders as a whole to continue with the existing relationship with the Investment Manager. The transactions contemplated under the New Investment Management Agreement will continue to be conducted in the ordinary and usual course of business of the Group.

The Directors (including the independent non-executive Directors) consider that:

• (a) the terms and conditions of the New Investment Management Agreement were negotiated between the parties to it on an arm’s length basis and are normal commercial terms that are fair and reasonable;

• (b) the Annual Caps are fair and reasonable; and

• (c) the transactions contemplated under the New Investment Management Agreement are in the ordinary and usual course of business of the Group and in the interest of the Group and the Shareholders.

Implication under the Listing Rules

The Investment Manager is regarded as a connected person of the Company by virtue of Rule 21.13 of the Listing Rules. In addition, the Investment Manager is a wholly owned subsidiary of OPFSGL, a Shareholder holding 29,800,000 Shares, representing approximately 3.17% of the issued share capital of the Company as at the Latest Practicable Date. Each of Messrs Zhang Gaobo and Zhang Zhi Ping, being the Directors, are also the controlling shareholders of each of OPFSGL and Ottness (a substantial Shareholder holding 330,000,000 Shares representing approximately 35.05% of the issued share capital of the Company as at the Latest Practicable Date). In this regard, each of OPFSGL and Ottness are associates of Messrs. Zhang Gaobo and Zhang Zhi Ping. The transactions contemplated under the New Investment Management Agreement constitute continuing connected transactions for the Company.

As the relevant Percentage Ratio for the transactions contemplated under the New Investment Management Agreement, on an annual basis, is expected to be more than 25%, the Continuing Connected Transactions therefore constitute non-exempt continuing connected transactions of the Listing Rules and are subject to the reporting, announcement and Independent Shareholders’ approval as well as the annual review requirements.

– 10 –

LETTER FROM THE BOARD

The New Investment Management Agreement and the Continuing Connected Transactions (including the proposed Annual Caps) are conditional upon the approval by the Independent Shareholders at the EGM by ordinary resolution(s).

In addition, as mentioned above, the Investment Manager is a wholly owned subsidiary of OPFSGL which 95% issued share capital is owned by Oriental Patron Financial Group Limited ( “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. Hence, Messrs. Zhang Gaobo and Zhang Zhi Ping were materially interested in the New Investment Management Agreement entered into by the Company and they had abstained from voting on the relevant board resolutions approving, among other matters, the New Investment Management Agreement, passed on 7 January 2011.

The Investment Manager

The Investment Manager is a licensed corporation under the SFO to carry on type 1 (dealing in securities), type 6 (advising on corporate finance) and type 9 (asset management) regulated activities. As at the Latest Practicable Date, the Investment Manager did not provide investment management services to any company other than the Group.

The background and experience of the responsible officers and/or directors who are responsible for asset management business of the Investment Manager are as follows:

CHAN Nap Kee, Joseph , aged 50, is an executive director and a responsible officer of the Investment Manager. Mr. Chan has close to 25 years of experience in commercial and investment banking and asset management. Mr. Chan is also an executive director of Oriental Patron Securities Limited ( “OPSL” ) and Vigor Capital Limited ( “VCL” ). Mr. Chan was the deputy manager of Credit Agricole from 1986 to 1994, where he was in charge of the China business. From 1992 to 1994, he was also the co-head of Credit Agricole Asset Management South East Asia Limited. Mr. Chan obtained a master degree majoring in international marketing from the University of Strathclyde, the United Kingdom in July 1995, and a diploma in China investment and Trade Study from Peking University (北京大學) in November 1989. Mr. Chan is currently a holder of the SFC licences under the SFO to carry on type 1 (dealing in securities), type 4 (advising on securities), type 6 (advising on corporate finance) and type 9 (asset management) regulated activities.

CHAN Lap Tak, Jeffrey , aged 46, is an executive director and a responsible officer of the Investment Manager. Mr. Chan has 20 years experience in securities and investment industry. Mr. Chan is also an executive director of OPSL and VCL and a non-executive director of Guotai Junan Fund Management Limited. Mr. Chan obtained a Bachelor of Commerce degree from the University of Queensland, Australia in 1986. He is currently serving as a vice chairman of Hong Kong Securities Association Limited and he is also a member of Hong Kong Institute of Certified Public Accountants and Hong Kong Securities Institute. Mr. Chan is currently a holder of the SFC licences under the SFO to carry on type 1 (dealing in securities), type 4 (advising on securities), type 6 (advising on corporate finance) and type 9 (asset management) regulated activities.

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LETTER FROM THE BOARD

ZHENG Juan, Christine , aged 38, is a responsible officer of the Investment Manager. Ms. Zheng has gained more than 10 years financial industry experiences from major international institutions. She is also a responsible officer of OPSL. Ms. Zheng holds a Master of Arts degree from Shanghai Fudan University, a Master of Science degree in Finance from the Hong Kong University of Science and Technology and is a Chartered Financial Analyst. Ms. Zheng is currently a holder of the SFC licences under the SFO to carry on type 1 (dealing in securities), type 4 (advising on securities) and type 9 (asset management) regulated activities.

Potential Conflicts of Interest

Given the Investment Manager is wholly owned by OPFSGL, a company which is indirectly controlled by Messrs. Zhang Gaobo and Zhang Zhi Ping, the executive Directors of the Company, conflicts may arise in the allocation of investment opportunities identified by Messrs. Zhang Gaobo and Zhang Zhi Ping between the Company and the funds administered by the Investment Manager.

However, it should be noted that such conflicts of interest will rarely occur. The reasons are as follows:

1. As at the Latest Practicable Date, the Investment Manager did not provide investment management services to any company other than the Group.

2. Messrs. Zhang Gaobo and Zhang Zhi Ping are merely investors of the Investment Manager. They are neither directors nor responsible officers of the Investment Manager and they do not participate in formulating investment strategies, monitoring investment performance and approving investment decisions of the Investment Manager.

Nonetheless, if such conflicts arise, Messrs. Zhang Gaobo and Zhang Zhi Ping shall present all identified investment opportunities to the Company and the Investment Manager on an equitable basis and abstain from voting on transactions where such conflicts arise.

EXTRAORDINARY GENERAL MEETING

Set out on pages 32 to 33 of this circular is a notice convening the EGM to be held at 10:30 a.m. on Monday, 31 January 2011 at 27th Floor, Two Exchange Square, 8 Connaught Place, Central, Hong Kong, at which ordinary resolutions will be proposed to the Independent Shareholders to consider and, if thought fit, approve by way of a poll the Continuing Connected Transactions to be constituted under the New Investment Management Agreement.

– 12 –

LETTER FROM THE BOARD

The Investment Manager, OPFSGL, Ottness and their respective associates, holding in aggregate 359,800,000 Shares representing approximately 38.22% of the issued share capital of the Company as at the date of this circular, shall abstain from voting on the resolution(s) in relation to the Continuing Connected Transactions (including the Annual Cap(s)) at the EGM. To the best of the Directors’ knowledge, information and belief after having made all reasonable enquiries, none of the Shareholders (other than the Investment Manager, OPFSGL, Ottness and their respective associates) will be required to abstain from voting at the EGM to approve the Continuing Connected Transactions.

A form of proxy for use at the EGM is enclosed. Whether or not you are able to attend the EGM, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon as soon as possible and in any event by no later than 48 hours before the time appointed for the holding of the EGM. Completion and return of the form of proxy shall not preclude you from attending and voting at the EGM should you so wish.

An announcement on the results of the EGM will be made by the Company following the EGM in accordance with the Listing Rules.

RECOMMENDATION

Ample Capital has been appointed as the independent financial adviser of the Company to advise the Independent Board Committee and the Independent Shareholders regarding the Continuing Connected Transactions to be contemplated under the New Investment Management Agreement for the three years ending 31 March 2014 (together with the Annual Caps).

The Independent Financial Adviser considers that the Continuing Connected Transactions are fair and reasonable so far as the Independent Shareholders and the Company as a whole are concerned. The text of the letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders containing its recommendations and the principal factors and reasons which they have taken into account in arriving at their recommendations are set out on pages 16 to 25 of this circular.

VOTING BY WAY OF POLL

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll. Accordingly, the chairman of the meeting will demand a poll for every resolution put to the vote of the EGM pursuant to Article 87 of the Articles. The results of the poll will then be announced by the Company in the manner prescribed under Rule 13.39(5) of the Listing Rules.

– 13 –

LETTER FROM THE BOARD

ADDITIONAL INFORMATION

Your attention is drawn to (i) the letter of advice from the Independent Board Committee to the Independent Shareholders as disclosed on page 15; (ii) the letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders as disclosed on pages 16 to 25; and (iii) the additional information set out in the appendix to this circular.

Yours faithfully, For and on behalf of the Board OP Financial Investments Limited Zhang Zhi Ping Chairman

– 14 –

LETTER OF ADVICE FROM INDEPENDENT BOARD COMMITTEE

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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)

14 January 2011

To the Independent Shareholders

Dear Sir/Madam

CONTINUING CONNECTED TRANSACTIONS

We refer to the circular (the “Circular”) issued by the Company to the Shareholders dated 14 January 2011 of which this letter forms part.

Unless the context otherwise requires, terms and expressions defined in the Circular have the same meanings when used in this letter.

We have been appointed by the Board to consider the Continuing Connected Transactions to be contemplated under the New Investment Management Agreement (together with the Annual Caps) and to advise the Independent Shareholders as to whether, in our opinion, the Continuing Connected Transactions are fair and reasonable so far as the Independent Shareholders are concerned. Ample Capital has been appointed as the independent financial adviser to advise us and the Independent Shareholders in this respect.

We wish to draw your attention to the letter from the Board and the letter from the Independent Financial Adviser as set out in the Circular. Having considered the principal factors and reasons and the advice of the Independent Financial Adviser as set out in its letter of advice, we consider that the terms of the Continuing Connected Transactions are on normal commercial terms, and in the best interest of the Group and the Shareholders as a whole.

We also consider that the Continuing Connected Transactions are fair and reasonable so far as the Independent Shareholders are concerned. Accordingly, we recommend the Independent Shareholders to vote in favour of the ordinary resolution(s) to approve, ratify and/or confirm the Continuing Connected Transactions at the EGM.

Yours faithfully For and on behalf of Independent Board Committee Kwong Che Keung, Gordon He Jia Wang Xiaojun

* For identification purpose only

– 15 –

LETTER OF ADVICE FROM INDEPENDENT FINANCIAL ADVISER

The following is the full text of the letter of advice from the Independent Financial Adviser in respect of the Continuing Connected Transactions, and is prepared for the purpose of incorporation into this circular.

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Ample Capital Limited Unit A, 14th Floor Two Chinachem Plaza 135 Des Voeux Road Central Hong Kong

14 January 2011

To the Independent Board Committee and the Independent Shareholders of OP Financial Investments Limited

Dear Sirs,

CONTINUING CONNECTED TRANSACTIONS

INTRODUCTION

We refer to our engagement by the Company to advise the Independent Board Committee and the Independent Shareholders in respect of the Continuing Connected Transactions, the particulars of which have been set out in a circular to the Shareholders dated 14 January 2011 (the “ Circular ”) and in which this letter is reproduced. Unless the context requires otherwise, terms used in this letter shall have the same meanings as given to them in the Circular.

Ample Capital has been appointed as the independent financial adviser to the Independent Board Committee and the Independent Shareholders to (i) give our recommendation as to whether the terms of the Continuing Connected Transactions are fair and reasonable so far as the Independent Shareholders are concerned and on normal commercial terms; (ii) give our recommendations as to whether the Continuing Connected Transactions are in the interest of the Company and the Shareholders as a whole and in the ordinary and usual course of business of the Group; and (iii) advise the Independent Shareholders on how to vote at the EGM. Details of the reasons for the Continuing Connected Transactions are set out in the section headed “Letter from the Board” in the Circular (the “ Board Letter ”).

The Company is an investment company under Chapter 21 of the Listing Rules, with the mandate allowing the Company to invest in various assets, financial instruments and businesses globally.

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LETTER OF ADVICE FROM INDEPENDENT FINANCIAL ADVISER

The Investment Manager is regarded as a connected person of the Company by virtue of Rule 21.13 of the Listing Rules. In addition, the Investment Manager is a wholly owned subsidiary of OPFSGL, a Shareholder holding approximately 29,800,000 Shares, representing approximately 3.17% of the issued share capital of the Company as at the Latest Practicable Date.

BASIS OF ADVICE

In formulating our opinions and recommendations, we have relied on the information supplied to us by the Company, the opinions expressed by, and the representations of, the Directors and the management of the Company, including those set out in the Circular. We have no reason to doubt the truth, accuracy and completeness of the information and presentation provided to us by the Directors.

We consider that we have been provided with sufficient information on which to form a reasonable basis for our opinion. We have no reason to suspect that any relevant information has been withheld, nor are we aware of any fact or circumstance which would render the information provided and representations made to us untrue, inaccurate or misleading. We consider that we have performed all the necessary steps to enable us to reach an informed view and to justify our reliance on the information provided so as to provide a reasonable basis for our opinion. The Directors have confirmed that, to the best of their information and knowledge, they believe that no material fact or information has been omitted from the information supplied and that the representations made or opinions expressed have been arrived at after due and careful consideration and there are no other facts or representations the omission of which would make any statement in the Circular, including this letter, misleading.

While we have taken reasonable steps to satisfy the requirements under the Listing Rules, we have not carried out any independent verification of the information, opinions or representations given or made by or on behalf of the Company, nor have we conducted an independent investigation into the business affairs or assets and liabilities of the Group or any of the other parties involved in the Continuing Connected Transactions.

In the event of inconsistency, the English text of this letter shall prevail over the Chinese translation of this letter.

PRINCIPAL FACTORS CONSIDERED

In arriving at our opinion in relation to the Continuing Connected Transactions, we have taken into consideration the following factors:

1. Information on the Group

As mentioned earlier, the Group is an investment company under Chapter 21 of the Listing Rules, with the mandate allowing the Company to invest in various assets, financial instruments and businesses globally. It is stated in the Board Letter that the Company produces medium to long term shareholder returns by developing customized investment solutions for and alongside institutional and corporate investors in the region. The Company’s co-investors are mainly large

– 17 –

LETTER OF ADVICE FROM INDEPENDENT FINANCIAL ADVISER

financial institutions and organizations targeting either high growth opportunities within the PRC or strategic investments outside the region. The Company also invests in funds of listed and unlisted equities to generate diversified returns. Over time, these funds will serve as the foundation of a marketable proprietary financial services platform catered towards attracting new investment partners. Set out below is certain summary financial information as extracted from the Group’s interim report for the six months ended 30 September 2010 (the “ Interim Report ”):

	**Six months **	ended
	30 September
	2010	2009
	HK$’000	HK$’000
	(unaudited)	(unaudited)
Turnover	29,335	436,797
Profit / (loss)	(137,049)	423,901
	As at
	30 September	31 March
	2010	2010
	HK$’000	HK$’000
	(unaudited)	(audited)
Total assets	1,623,064	1,554,399
Total liabilities	9,173	74,300
Net assets	1,613,891	1,480,099

We note that the Company recorded a consolidated turnover of approximately HK$29,335,000 for the six months ended 30 September 2010, representing an approximately 93.28% decrease when compared with the consolidated turnover of approximately HK$436,797,000 recorded during the six months ended 30 September 2009. During the six months ended 30 September 2010, the Company turned around into a loss of approximately HK$137,049,000 from a profit of approximately HK$423,901,000 recorded during the six months ended 30 September 2009. The Interim Report commented that “Other than Kaisun Energy (Kaisun Energy Group Limited stock code: 8203) (“ Kaisun Energy ”) whose share price fell since our last report to HK$0.52 per share, all of our main direct investment positions countered with sound performance.” Upon an inspection of the Interim Report, we note that the share price performance of Kaisun Energy had a negative impact on the Group’s net asset value by approximately HK$186.87 million. In our discussion with the Group’s management, we have learnt that such adjustment in the Group’s net asset value arose out of the revaluation of Kaisun Energy, which may not be of a recurrent nature. As at 30 September 2010, the Company had consolidated total assets, total liabilities and net assets of approximately HK$1,623,064,000, HK$9,173,000 and HK$1,613,891,000 respectively.

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LETTER OF ADVICE FROM INDEPENDENT FINANCIAL ADVISER

2. Reasons for and the benefits of the Continuing Connected Transactions

It is stated in the Board Letter that the Investment Manager is a corporation licensed to carry out regulated activities of dealing in securities, advising on corporate finance and asset management under the SFO. The Investment Manager has been appointed to act as the Investment Manager since the listing of the Shares on the Stock Exchange on 20 March 2003 and the Board is of the view that it would be in the interest of the Group and the Shareholders as a whole to continue with the existing relationship with the Investment Manager. The transactions contemplated under the New Investment Management Agreement will continue to be conducted in the ordinary and usual course of business of the Group.

The Directors consider that:

• (a) the terms and conditions of the New Investment Management Agreement were negotiated between the parties to it on arm’s length basis and are on normal commercial terms that are fair and reasonable;

• (b) the Annual Caps are fair and reasonable; and

• (c) the transactions contemplated under the New Investment Management Agreement are in the ordinary and usual course of business of the Group and in the interest of the Group and the Shareholders.

3. The New Investment Management Agreement

• 3.1 Principal terms

As stated in the Board Letter, except for the time period covered, the terms of the Existing Investment Management Agreement and the New Investment Management Agreement are substantially the same in all material respects.

The principal terms of the New Investment Management Agreement, among others, include:

Duration

From 1 April 2011 to 31 March 2014

Services to be provided

The Investment Manager shall provide investment management and administrative services to the Group under the New Investment Management Agreement.

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LETTER OF ADVICE FROM INDEPENDENT FINANCIAL ADVISER

Management and performance fees

Under the New Investment Management Agreement, the Investment Manager will be entitled to:

• (a) an investment management fee at 1.5% per annum of the Net Asset Value; and

• (b) a performance fee of 10% of the increase in the Net Asset Value per Share.

Your attention is drawn to the sub-section headed “Management and performance fees” for detailed information with regards to the calculation of the management and performance fees.

3.2 Comparative analysis

For the purpose of comparison, we have identified 25 companies listed on the Stock Exchange (the “ Comparable(s) ”) which appear to be investment companies listed pursuant to Chapter 21 of the Listing Rules. We have identified the Comparables on a best effort basis and the Comparables represents all of the Chapter 21 investment companies as identified by us in our research. Further information with regards to the investment management fees and performance fees paid by the Comparables is set out below:

		Investment	Performance
		management	fee as
		fee as	percentage to
		percentage to	increase in
Name of listed company		net asset	net asset
(stock code)	Source of information	value	value
		%	%
Capital VC Limited (2324)	Annual report for the year	n/a1	n/a1
	ended 30 June 2010
China Financial International	Annual report for the year	1.00	10.00
Investments Limited (721)	ended 30 June 2010
China Financial Leasing Group	Annual report for the years	n/a2	15.00
Limited (2312)	ended 31 December 2008
	and 2009
Garron International Limited (1226)	Annual report for the year	2.00	10.00
	ended 31 March 2010
Incutech Investments Limited (356)	Announcement dated 27	n/a2	–
	February 2009

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LETTER OF ADVICE FROM INDEPENDENT FINANCIAL ADVISER

		Investment	Performance
		management	fee as
		fee as	percentage to
		percentage to	increase in
Name of listed company		net asset	net asset
(stock code)	Source of information	value	value
		%	%
Mastermind Capital Limited (905)	Announcement dated 30	n/a2	–
	April 2010
Prosperity Investment Holdings	Announcement dated 17	n/a2	n/a3
Limited (310)	December 2010
Shanghai International Shanghai	Annual report for the year	2.00	n/a3
Growth Investment Limited (770)	ended 31 December 2009
Sino Technology Investments	Annual report for the year	0.25	n/a3
Company Limited (1217)	ended 31 December 2009
SHK Hong Kong Industries Limited	Announcement dated 4	1.50	20.00
(666)	November 2009
UBA Investments Limited (768)	Annual report for the year	1.50	n/a3
	ended 31 March 2010
Apac Resources Limited (1104)	Annual report for the year	n/a1	n/a1
	ended 31 December 2009
China Merchants China Direct	Announcement dated 5	1.504	15.00
Investments Limited (133)	February 2010
Temujin International Investment	Announcement dated 10	1.25	–
Limited (204)	March 2009
Harmony Asset Limited (428)	Announcement dated 8 April	1.50	n/a3
	2010
China Investment Fund Company	Announcement dated 30	n/a2	–
Limited (612)	December 2009
Earnest Investment Holdings	Annual report for the year	n/a1	n/a1
Limited (339)	ended 31 December 2009
Grand Investment International	Announcement dated 3	n/a2	–
Limited (1160)	November 2009
China Assets (Holdings) Limited	Annual report for the year	n/a2	n/a3
(170)	ended 31 December 2009
Opes Asia Development Limited	Announcement dated 4 May	n/a2	–
(810)	2009

– 21 –

LETTER OF ADVICE FROM INDEPENDENT FINANCIAL ADVISER

		Investment	Performance
		management	fee as
		fee as	percentage to
		percentage to	increase in
Name of listed company		net asset	net asset
(stock code)	Source of information	value	value
		%	%
New Capital International	Annual report for the year	n/a2	n/a3
Investment Limited (1062)	ended 31 December 2009
National Investments Fund Limited	Annual report for the year	n/a2	n/a3
(1227)	ended 31 December 2009
Radford Capital Investment Limited	Annual report for the year	n/a2	n/a3
(901)	ended 31 December 2009
Unity Investments Holdings Limited	Announcement dated 16	n/a2	–
(913)	September 2009
China New Economy Fund Limited	Prospectus dated 31	2.00	20.00
(80)	December 2010
	Minimum:	0.25	10.00
	Maximum:	2.00	20.00
	Mean of the Comparables:	1.45	15.00
The Company (1140)	Board Letter	1.50	10

Notes:

1. No basis of calculation is disclosed in the latest annual report or recent announcements for this Comparable.

2. The basis of calculation of the investment management fee for this Comparable is considered to be inconsistent with that of the Company (e.g. charged at a fixed monetary amount per annum).

3. The basis of calculation of the performance fee for this Comparable is considered to be inconsistent with that of the Company (e.g. calculated with reference to net profit) or the relevant source of information for this Comparable does not seem to have disclosed the basis of calculation for the performance fee.

4. The investment management fee for this Comparable is calculated as to (i) 2.25% of the book value of the invested portion of the assets; and (ii) 0.75% of the book value of the uninvested portion of the assets, and an average figure of 1.5% is adopted for the purpose of the analysis above.

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LETTER OF ADVICE FROM INDEPENDENT FINANCIAL ADVISER

As illustrated in the table above, the investment management fee of the Comparables ranges from a low of 0.25% to a high of 2.00%, with a mean of approximately 1.45%. The investment management fee of 1.5% under the New Investment Management Agreement therefore falls within the range of the Comparables and is slightly above the mean thereof. As for the performance fee of the Comparables, it ranges from a low of 10.00% to a high of 20.00% with a mean of approximately 15.00%. The performance fee of 10% under the New Investment Management Agreement is within the range of the Comparables and is below the mean value.

Having considered the above, we are of the view that the investment management fee and the performance fee payable under the New Investment Management Agreement to be fair and reasonable and in the interest of the Company and the Shareholders as a whole.

4. The Annual Caps

The Annual Caps of the fees payable to the Investment Manager under the New Investment Management Agreement for each of the three years ending 31 March 2014 as extracted from the Board Letter is set out below:

		**Year **	ending 31 March
		2012	2013	2014
		HK$’000	HK$’000	HK$’000
Annual	Caps	150,000	195,000	260,000

We also set out the aggregate amount of fees paid by the Company to the Investment Manager under the Existing Investment Management Agreement for each of the two financial years ended 31 March 2010 as extracted from the Board Letter:

Investment management fees Performance fees Total	Year ended 2009 HK$’000 (audited) 13,395 4,990 18,385	31 March 2010 HK$’000 (audited) 17,637 65,363
		83,000

The Board Letter states that the historical aggregate amount of fees paid by the Company to the Investment Manager under the Existing Investment Management Agreement for each of the two financial years ended 31 March 2010 represent approximately 30.64% and 100% of the approved annual cap amount for the respective financial years.

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LETTER OF ADVICE FROM INDEPENDENT FINANCIAL ADVISER

As stated in the Board Letter, the basis of the Annual Caps is determined with reference to the historical aggregate amount of fees paid by the Company to the Investment Manager under the Existing Investment Management Agreement for the year ended 31 March 2010 of HK$83 million and the compound annual growth rate (“ CAGR ”) of the audited Net Asset Value per Share of approximately 32.90% for the two-year period from 1 April 2008 to 31 March 2010.

The Board Letter carries on to state that such basis has been adopted after taking into account the market-driven nature of the Group’s investment business. The precise performance of the Group’s future net asset value is considered to be difficult to estimate and may vary significantly due to unexpected fluctuations of the financial markets. In particular noting that the actual total management fee and performance fee for year ended 31 March 2009 was only 30.64% of the relevant annual cap while the actual total management fee and performance fee for year ended 31 March 2010 reached 100% of the relevant annual cap. Such material volatility is largely in line with the unfolding of adverse events of global financial crisis during the year ended 31 March 2009. The Hong Kong stock market represented by the Hang Seng Index dropped from height of 31,000 level in November 2007 down to 13,576 on 31 March 2009 and rebound 56.44% to 21,239 on 31 March 2010.

We concur with the view of the Board as stated above, and note that the investment management fee and performance fee payable under the New Investment Management Agreement are calculated as a fixed percentage to, as the case may be, the Company’s net asset value or increase in net asset value per Share. Because of that, neither the Company nor the Investment Manager can accurately estimate the amount of fees to be payable under the New Investment Management Agreement in any given year as such fees would depend on the Company’s net asset value as at the relevant valuation dates. We note that the Continuing Connected Transactions will be conducted in the ordinary and usual course of business of the Group, and the terms of the New Investment Management Agreement are fair and reasonable as discussed in section 3.2 of this letter. We consider that it is reasonable to determine the Annual Caps with reference to the actual fees paid during the year ended 31 March 2010 and the CAGR of the Net Asset Value per Share for the two years ended 31 March 2009 and 2010.

In assessing the fairness and reasonableness of the Annual Caps, we have also reviewed the calculations of the Annual Caps provided by the Group’s management, and have found such calculations to be arithmetically correct. Having considered the aforementioned factors, we are of the view that the Annual Caps are fair and reasonable and in the interest of the Company and the Shareholders as a whole.

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LETTER OF ADVICE FROM INDEPENDENT FINANCIAL ADVISER

CONCLUSION

Having considered the above principal factors, we are of the opinion that the terms of the Continuing Connected Transactions (including the Annual Caps) are fair and reasonable and in the interests of the Company and the Shareholders as a whole. In addition, we consider that the Continuing Connected Transactions are on normal commercial terms and in the ordinary and usual course of business of the Group. Accordingly, we would recommend (i) the Independent Board Committee to advise the Independent Shareholders; and (ii) the Independent Shareholders, to vote in favor of the ordinary resolution(s) to approve the New Investment Management Agreement at the EGM.

Yours faithfully, For and on behalf of Ample Capital Limited Kevin So Vice President

– 25 –

APPENDIX

GENERAL INFORMATION

1. RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this circular have been arrived at after due and careful consideration and there are no other facts not contained in this circular the omission of which would make any statement contained in this circular misleading.

2. INTERESTS OF DIRECTORS AND CHIEF EXECUTIVES

Interests and short positions of Directors and chief executives of the Company

As at the Latest Practicable Date, the interests and short positions of the Directors and the chief executives of the Company and their respective associates in the Shares, underlying Shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO), which (a) were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which the director is taken or deemed to have under such provisions of the SFO), (b) the Model Code or (c) which were required to be entered into the register pursuant to section 352 of the SFO were as follows:

Long positions in the Shares

					Percentage
					of the
					existing
					issued
		Number	Interests		share
		of issued	under		capital
		Shares	equity	Total	of the
Name of director	Capacity	held	derivatives	interests	Company
					(Note 1)
Zhang Zhi Ping	Interest of	359,800,000	–	359,800,000	38.22%
(Notes 2 & 3)	controlled
	corporation
Zhang Gaobo	Interest of	359,800,000	–	359,800,000	38.22%
(Notes 2 & 3)	controlled
	corporation

Notes:

1. The percentage of shareholding was calculated on the basis of the Company’s total issued shares of 941,400,000 Shares as at the Latest Practicable Date.

2. This represented the aggregate of 330,000,000 Shares held by Ottness and 29,800,000 Shares held by OPFSGL.

– 26 –

APPENDIX

GENERAL INFORMATION

1. Ottness is a wholly owned subsidiary of Oriental Patron Financial Group Limited (“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.

Save as disclosed above, as at the Latest Practicable Date, none of the Directors or chief executive had any interest or short positions in the shares and underlying shares of the Company or any of its associated corporations that was required to be recorded pursuant to Section 352 of the SFO, or as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code.

3. INTERESTS OF SUBSTANTIAL SHAREHOLDERS

Interests and short positions in Shares of substantial Shareholders

As at the Latest Practicable Date, so far as is known to the Directors and the chief executives of the Company, the following persons (other than a director or chief executive of the Company) had an interest or short position in the Shares and underlying Shares which fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or recorded in the register kept by the Company pursuant to Section 336 of the SFO, or who were, directly or indirectly interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of the Company.

Long positions in the Shares

					Percentage
					of the
					existing
					issued
		Number of	Interests		share
		issued	under		capital
		Shares	equity	Total	of the
Name of shareholder	Capacity	held	derivatives	interests	Company
					(Note 1)
Ottness (Notes 2 & 3)	Beneficial	330,000,000	–	330,000,000	35.05%
	Owner
OPFGL (Notes 2 & 3)	Interest of	359,800,000	–	359,800,000	38.22%
	controlled
	corporation
Primus Pacific	Beneficial	155,040,000	–	155,040,000	16.47%
Partners	Owner
Investments 2 Ltd
(Notes 4 & 5)

– 27 –

APPENDIX

GENERAL INFORMATION

					Percentage
					of the
					existing
					issued
		Number of	Interests		share
		issued	under		capital
		Shares	equity	Total	of the
Name of shareholder	Capacity	held	derivatives	interests	Company
					(Note 1)
Primus Pacific	Interest of	155,040,000	–	155,040,000	16.47%
Partners 1 LP	controlled
(Notes 4 & 5)	corporation
Primus Pacific	Interest of	155,040,000	–	155,040,000	16.47%
Partners (GP1) LP	controlled
(Notes 4 & 5)	corporation
Primus Pacific	Interest of	155,040,000	–	155,040,000	16.47%
Partners (GP1) Ltd	controlled
(Notes 4 & 5)	corporation
Ng Wing Fai	Interest of	155,040,000	–	155,040,000	16.47%
(Notes 4 & 5)	controlled
	corporation
Huan Guocang	Interest of	155,040,000	–	155,040,000	16.47%
(Notes 4 & 5)	controlled
	corporation

Notes:

• (1) The percentage of shareholding was calculated on the basis of the Company’s total issued shares of 941,400,000 Shares as at Latest Practicable Date.

• (2) This represented the aggregate of 330,000,000 Shares held by OIL and 29,800,000 Shares held by OPFSGL.

• (3) OIL is a wholly owned subsidiary of OPFGL, while 95% of the issued share capital of OPFSGL is owned by OPFGL. By virtue of the SFO, OPFGL is deemed to be interested in the shares and underlying shares of the Company held by OIL and the shares held by OPFSGL.

• (4) This represented 155,040,000 Shares held by Primus Pacific Partners Investments 2 Ltd (“PPPI-2”).

• (5) Each of Mr. Huan Guocang and Mr. Ng Wing Fai owns as to 50% of the total equity interest in Primus Pacific Partners (GP1) Ltd (“PPP-GP1”) while PPP-GP1 controls 100% equity interest in Primus Pacific Partners (GP1) LP (“PPP-GP1-LP”). Further, PPP-GP1-LP controls 100% equity interest in Primus Pacific Partners 1 LP (“PPP1-LP”) while PPP1-LP owns as to 100% equity interest in PPPI-2. By virtue of the SFO, each of Mr. Huan Guocang, Mr. Ng Wing Fai, PPP-GP1, PPP-GP1-LP, and PPP1-LP is deemed to be interested in the shares and underlying shares of the Company held by PPPI-2.

– 28 –

APPENDIX

GENERAL INFORMATION

Save as disclosed under paragraph 3 of this Appendix, there is no person known to the Directors, who, as at the Latest Practicable Date, had an interest or short position in the Shares and underlying Shares which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or recorded in the register kept by the Company pursuant to section 336 of the SFO or who was directly or indirectly interested in 10% or more of the normal value of any class of Shares carrying rights to vote in all circumstances at general meetings of the Company.

4. OTHER DISCLOSURE OF INTERESTS AND DEALINGS IN SECURITIES OF THE COMPANY

• (a) As at the Latest Practicable Date, none of the Directors had any interest, direct or indirect, in any asset which have been since 31 March 2010, the date to which the latest published audited financial statements of the Company were made up, acquired or disposed of by or leased to the Company or are proposed to be acquired or disposed of by or leased to the Company.

• (b) As at the Latest Practicable Date and save as disclosed in this circular, none of the Directors was materially interested in any contract or arrangement entered into by the Company since 30 September 2010, being the date to which the latest published unaudited financial statements of the Company were made up, and which was significant in relation to the business of the Company.

5. DIRECTORS’ SERVICE AGREEMENT

As at the Latest Practicable Date, none of the Directors had any existing or proposed service contracts with the Company which are not expiring or determinable by the Company within one year without payment of compensation (other than statutory compensation).

– 29 –

APPENDIX

GENERAL INFORMATION

6. EXPERTS AND CONSENTS

The following are the qualifications of the experts who have been named in this circular or have given opinions, letters or advice which are contained in this circular:

			Nature of opinion/
Name		Qualification	letter/advice
Ample	Capital	a licensed corporation	Letter of advice to the
		under the SFO to carry	Independent Board
		on type 4 (advising on	Committee and the
		securities), type 6	Independent
		(advising on corporate	Shareholders
		finance) and type 9 (asset
		management) regulated
		activities

As at the Latest Practicable Date, Ample Capital did not have any beneficial interest in the share capital of the Company or had any right, whether legally enforceable or not, to subscribe for or to nominate persons to subscribe for Shares and has any interest, either directly or indirectly, in any assets which have been, since 30 September 2010, being the date to which the latest published unaudited accounts of the Company were made up, acquired or disposed of by or leased to or are proposed to be acquired or disposed of by or leased to the Company.

Ample Capital has given and has not withdrawn its written consent to the issue of this circular with the inclusion herein of its opinion/letter/advice and/or references to its name, in the form and context in which it respectively appears.

7. LITIGATION

As at the Latest Practicable Date, the Company was not engaged in any litigation or arbitration or claims of material importance which is known to the Directors to be pending or threatened by or against either the Company.

8. MATERIAL CHANGE

The Directors confirm that there has been no material change in the financial or trading position or outlook of the Company since 31 March 2010, being the date to which the latest audited financial statements of the Company were made up.

9. COMPETING INTEREST

As at the Latest Practicable Date, none of the Directors and their respective associates was interested in any business apart from the business of the Company, which competed or was likely to compete, either directly or indirectly, with that of the Company.

– 30 –

APPENDIX

GENERAL INFORMATION

10. MISCELLANEOUS

• (a) Save as disclosed in this circular, none of the Directors and Ample Capital has, or had any direct or indirect in any assets which have been acquired, disposed of or leased to or which are proposed to be acquired, disposed of or leased to the Company since 30 September 2010, being the date to which the latest published unaudited accounts of the Company were made up.

• (b) The English text of this circular shall prevail over the Chinese text in the case of any inconsistency.

11. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are available for inspection during normal business hours from 10:00 a.m. to 5:00 p.m. (except Saturdays and public holidays) at the principal place of business of the Company in Hong Kong at 27th Floor, Two Exchange Square, 8 Connaught Place, Central, Hong Kong from the date of this circular up to and including the date of the EGM:

• (a) this circular;

• (b) the memorandum of association of the Company and the Articles;

• (c) the annual report of the Company for each of the two financial years ended 31 March 2010;

• (d) the New Investment Management Agreement;

• (e) the Existing Investment Management Agreement;

• (f) the letter from the Independent Board Committee, the texts of which are set out on page 15 of this circular;

• (g) the letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders, the text of which are set out in on pages 16 to 25 of this circular; and

• (h) the written consent referred to under the section headed “Experts and Consents” in this Appendix.

– 31 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

==> picture [69 x 52] intentionally omitted <==

==> picture [36 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)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of OP Financial Investments Limited ( “Company” ) will be held at 10:30 a.m. on Monday, 31 January 2011 at 27th Floor, Two Exchange Square, 8 Connaught Place, Central, Hong Kong for the purpose of, as special business, to consider and, if thought fit, pass the following ordinary resolution(s) (with or without modifications):

ORDINARY RESOLUTION(S)

1. “ THAT the terms and conditions of the New Investment Management Agreement (as defined in the Circular) (a copy of which has been produced to this meeting marked “A” and initialled by the chairman of this meeting for the purpose of identification) and the Annual Caps (as defined in the Circular) in relation to the provision of investment management and administration services by Oriental Patron Asia Limited to the Company for the period from 1 April 2011 to 31 March 2014 ( “Continuing Connected Transactions” ) be and are hereby approved and the directors ( “Directors” ) of the Company (or a duly authorised committee thereof) authorized for and on behalf of the Company (among other matters) to sign, execute, perfect, deliver or to authorize signing, executing, perfecting and delivering all such documents and deeds to put into effect the Continuing Connected Transactions as to be regulated by the New Investment Management Agreement be and are hereby approved, ratified and confirmed, and the Directors (or a duly authorised committee thereof) be and are hereby authorized to do all such acts, matters and things as they may in their discretion consider necessary, expedient or desirable to give effect to and implement the Continuing Connected Transactions and the Annual Caps pursuant to the New Investment Management Agreement, to waive compliance from or make and agree such variations of a non-material nature to any of the terms of the New Investment Management Agreement as they may in their discretion consider to be desirable and in the interest of the Company and its shareholders as a whole.”

Yours faithfully, By order of the Board OP Financial Investments Limited Tam Yuen Wah Company Secretary

Hong Kong, 14 January 2011

* For identification purpose only

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NOTICE OF EXTRAORDINARY GENERAL MEETING

Registered office: P.O. Box 309GT Ugland House South Church Street George Town Grand Cayman Cayman Islands

Head office and principal place of business in Hong Kong: 27th Floor, Two Exchange Square 8 Connaught Place, Central Hong Kong

Notes:

1. A member of the Company entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or more proxy to attend and, subject to the provisions of the articles of association of the Company, vote in his/her stead. A proxy need not be a member of the Company.

2. In order to be valid, the form of proxy must be duly completed and signed in accordance with the instructions printed thereon and deposited together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, 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 no less than 48 hours before the time for holding the meeting or adjourned meeting.

3. Delivery of an instrument appointing a proxy should not preclude a member from attending and voting in person at the above meeting or any adjournment thereof and in such event, the instrument appointing a proxy shall be deemed to be revoked.

4. In the case of joint registered holders of a share, any one of such persons may vote at the meeting, either personally or by proxy, in respect of such share as if he/she/it were solely entitled thereto; but if more than one of such joint holders are present at the above meeting personally or by proxy, that one of the said persons so present being the most or, as the case may be, the more senior shall also be entitled to vote in respect of the relevant joint holding and, for this purpose, seniority shall be determined by the order in which the names of the joint holders stand on the register of members of the Company in respect of the relevant joint holding.

As at the date of this notice, the Board comprises two executive directors, namely, Mr Zhang Zhi Ping and Mr Zhang Gaobo; a non-executive director, namely, Mr Liu Hongru; and three independent non-executive directors, namely, Mr Kwong Che Keung, Gordon, Professor He Jia and Mr Wang Xiaojun.

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