Synagistics Limited - Proxy Solicitation & Information Statement 2014

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 – NEW INVESTMENT MANAGEMENT AGREEMENT AND NOTICE OF EXTRAODRINARY 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 Thursday, 13 March 2014 at 27th Floor, Two Exchange Square, 8 Connaught Place, Central, Hong Kong is set out on pages 40 to 41 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.

25 February 2014

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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
–	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15
–	Voting by way of poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15
–	Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16
Letter of Advice from Independent Board Committee . . . . . . . . . . . . . . . . . . . . . .		17
Letter of Advice from Independent Financial Adviser . . . . . . . . . . . . . . . . . . . . . .		19
Appendix	– General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	35
Notice of Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		40

DEFINITIONS

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

“Announcement”
the announcement dated 24 February 2014 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 2017, 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
“associate(s)”
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 2014, 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
“Continuing Connected Transactions”
the continuing connected transactions 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 2014 to 31 March 2017
“Director(s)”
the director(s), including the independent non-executive director(s), of the Company

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DEFINITIONS

“EGM”
“Existing Investment Management Agreement”
“Group”
“Hong Kong”
“Independent Board Committee”
“Independent Financial Adviser” or “Ample Capital”
“Independent Shareholders”
“Investment Manager”
“Latest Practicable Date”

the extraordinary general meeting of the Company to be convened and held at 10:30 a.m. on Thursday, 13 March 2014 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

the investment management agreement entered into between the Company and the Investment Manager on 13 January 2011 as disclosed in the announcement of the Company dated 13 January 2011 and the circular of the Company dated 14 January 2011
the Company and its subsidiaries
the Hong Kong Special Administrative Region of the PRC
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
Ample Capital Limited, a licensed corporation permitted to carry on Types 4, 6 and 9 (advising on securities, advising on corporate finance and asset management respectively) regulated activities under the SFO
the Shareholders, other than the Investment Manager, OPFSGL, Ottness and their respective associates
Oriental Patron Asia Limited, a licensed corporation permitted to carry on Type 1 (dealing in securities), Type 6 (advising on corporate finance) and Type 9 (asset management) regulated activities under the SFO
20 February 2014, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular

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DEFINITIONS

“Listing Rules”
“Longstop Date”
“Model Code”
“Net Asset Value”
“New Investment Management Agreement”
“OPFGL”
“OPFSGL”
“Ottness”
“Percentage Ratio(s)”
“Performance Fee Valuation Day”
the Rules Governing the Listing of Securities on the Main Board of the Stock Exchange
31 March 2014
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 24 February 2014 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 2014 in respect of the provision of investment management and administration services by the Investment Manager to the Group for the period from 1 April 2014 to 31 March 2017
Oriental Patron Financial Group Limited, the parent company of OPFSGL and Ottness
Oriental Patron Financial Services Group Limited, 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
Ottness Investments Limited, 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
the applicable percentage ratio(s) (other than the profits 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

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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 20 March 2003 that the Investment Manager was first appointed by the Company as the investment manager and ending on 31 March 2004, and thereafter for each 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$0.10 each in the share capital of the Company
“Shareholder(s)” holder(s) of issued Shares
“Stock Exchange” the Stock Exchange of Hong Kong Limited
“substantial shareholder(s)”
has the meaning ascribed to it under the Listing Rules
“Valuation Date”
the last dealing day of the Stock Exchange in each calendar month or such other dealing day as considered appropriate by the Board for the purpose of calculating the Net Asset Value
“2011 EGM”
the extraordinary general meeting of the Company held on 31 January 2011 at which the continuing connected transactions contemplated under the Existing Investment Management Agreement and the expected maximum amount of the fees payable to the Investment Manager thereunder for each of the three years ending 31 March 2014 were approved by the then Independent Shareholders
“HK$”
Hong Kong dollars, the lawful currency of Hong Kong
“%”
per cent

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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)

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

25 February 2014

To the Shareholders

Dear Sir/Madam,

CONTINUING CONNECTED TRANSACTIONS – NEW INVESTMENT MANAGEMENT AGREEMENT 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 administration 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

* For identification purpose only

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LETTER FROM THE BOARD

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.

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 13 January 2011 and the circular of the Company dated 14 January 2011 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 2011 and ending on 31 March 2014.

The Board wishes to announce that on 24 February 2014, 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 2014 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 and that the formula for calculating the performance fee has been fine-tuned, 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 2014 to 31 March 2017

Services to be provided

The Investment Manager shall provide investment management and administration services to the Group under the New Investment Management Agreement. In particular, the Investment Manager shall, including without limitation:

(a) identify, review and evaluate investment and divestment opportunities for the Group;
(b) execute investment and divestment decision of the Company in accordance with the instructions of the Board;

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LETTER FROM THE BOARD

(c) monitor and keep under review the performance and status of the assets including cash of the Group from time to time; and
(d) act in accordance with all reasonable instructions given and/or authorities delegated (as the case may be) to it from time to time by the Board and keep the Board fully informed as to the discharge of its powers and duties under the New Investment Management Agreement.

Management and performance fees

Under the New Investment Management Agreement, the Investment Manager will be entitled to a monthly management fee and a performance fee. The amount of fees payable will be determined in accordance with the provisions and formula as set out below:

(a) Management fee

A monthly management fee is payable in Hong Kong dollars in arrears on or before the seventh Business Day of the immediately following month, at 1.5% per annum of the Net Asset Value as at the immediately preceding Valuation Date on the basis of the actual number of days in the relevant calendar month over a year of 360 days.

The asset size of the Company from time to time, including any additional capital raised or assets being distributed, reflects the effort required by the Investment Manager in performing its duties, so accordingly, for the purpose of calculating the management fee, the terms of the New Investment Management Agreement have taken into account of any changes in the Net Asset Value of the Company as a result of fund raising activities (e.g. open offer/rights issue/placings/subscriptions) or dividend distribution so that the interests of both parties will be aligned with each other. The Board considers such calculation basis is fair and reasonable to and in the interests of the Company and its Shareholders as a whole.

(b) Performance fee

A performance fee is calculated by reference to the increase in the Net Asset Value per Share (as defined below) as at the relevant Performance Fee Valuation Day and payable as soon as practicable after the end of each Relevant Performance Period.

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LETTER FROM THE BOARD

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). 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, after the deduction of the management fee but before the deduction of the provision for the performance fee, if any, 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 after deduction of all fees including management fee and performance fee and paid in respect of such preceding Relevant Performance Period (“ High Watermark ”). For the avoidance of doubt, the Investment Manager will be entitled to a performance fee if and only if “A” in the formula exceeds the High Watermark. (Note: The last performance fee of HK$65,363,000 was calculated and paid for the Relevant Performance Period from 1 April 2009 to 31 March 2010. The High Watermark for the first Performance Fee Valuation Day under the New Investment Management Agreement should therefore be the greater of (i) the Net Asset Value per Share as at 1 April 2014 and (ii) HK$1.89 which was the quotient of the Net Asset Value of approximately HK$1,480,099,000 divided by the total number of issued Shares of 784,500,000 of the Company as at 31 March 2010.)

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

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

Given the business nature of the Company, being an investment company, the amount of fund being raised and the relevant issue price of the securities reflect how Shareholders and investing public assess the investment potential of the Company’s asset portfolio and the performance of the Company and the Investment Manager. So, for the purpose of calculating the performance fee, the terms of the New Investment Management Agreement have taken into account of any changes in the Net Asset Value of the Company

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LETTER FROM THE BOARD

as a result of fund raising activities (e.g. open offer/rights issue/placings/subscriptions) to ensure that any financial impact on the Net Asset Value per Share resulting from the issue price of and the number of Shares being issued under such fund raising activities, whether positively or negatively, would have a corresponding effect on the calculation of the performance fee. This will ensure that the interests of the Company and the Investment Manager align with each other. Besides, the Net Asset Value per Share is subject to adjustment provisions for adjustment events including without limitation alteration to the nominal value of the Shares as a result of consolidation, subdivision or reclassification, capitalization of profits and reserves, dividend and capital distribution in cash or specie, and bonus issues during the relevant period.

Having considered the above reasons and the fact that such calculation basis has been applied consistently since the Investment Manager was first appointed by the Company as the investment manager in 2003, the Board considers it is fair and reasonable to and in the interests of the Company and its Shareholders as a whole.

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 2014 as approved by the then Independent Shareholders at the 2011 EGM is set out below:

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

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 2013 and the six months ended 30 September 2013:

Management fees Performance fees Total	Year ended 31 March 2012 (HK$’000) (Audited) 22,592 – 22,592	Year ended 31 March 2013 (HK$’000) (Audited) 21,648 – 21,648	Six months ended 30 September 2013 (HK$’000) (Unaudited) 9,830 –
			9,830

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LETTER FROM THE BOARD

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 2013 represent approximately 15.06% and 11.10% of the approved annual cap amount for the respective financial years. It should be noted that the Investment Manager was not entitled to any performance fees for the two financial years ended 31 March 2013. Also, no performance fee was paid or accrued for the six months ended 30 September 2013 as it is yet to be calculated and paid, if any, until the end of the financial year ending 31 March 2014 i.e. the relevant Performance Fee Valuation Day.

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 2017:

Year ending	Management fee	Performance fee	Total
	(HK$’000)	(HK$’000)	(HK$’000)
31 March 2015	32,000	4,000	36,000
31 March 2016	36,000	36,000	72,000
31 March 2017	42,000	42,000	84,000

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 the year ended 31 March 2013 of approximately HK$21.6 million and the performance of the Group’s investments on hand in recent years.

After realizing the utilization percentage of the actual total management fee and performance fee to the relevant annual cap varied from the lowest 11% for the year ended 31 March 2013 to the highest 100% [Note] for the year ended 31 March 2010 during the five financial years ended 31 March 2009 to 2013, the Directors are of the view that this wide range of utilization percentages is generally attributed to the market-driven nature of the Group’s investment business. The precise performance of the Group’s future Net Asset Value is therefore difficult to estimate and may vary significantly due to unexpected fluctuations of the financial markets. (Note: For ease of reference, the actual total amount of fees (including both management fee and performance fee) paid by the Company to the Investment Manager and the relevant annual cap were HK$83,000,000 for the year ended 31 March 2010.)

Having considered the above, the Directors agreed that (i) an estimated annual growth rate of 16%, with reference to the 5-year annualized performance of “MSCI Emerging Markets Index”, serves as one of the appropriate references on the annual growth of investment companies with an investment focus in strategic resources and businesses in sectors linked to China’s changing national policies and other emerging markets; and (ii) a buffer of 30% is reasonable to accommodate the market volatility. The Directors believe the estimated annual caps fall within the reasonable zone with reference to both market performance and the Group’s previous experience.

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LETTER FROM THE BOARD

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, the New Investment Management Agreement shall terminate and none of the parties thereto 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.

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 higher 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 of the Company for more than 10 years since the listing of the Shares on the Stock Exchange on 20 March 2003.

The Board has taken into account, including but without limitation, the following factors when considering whether to continue to appoint the Investment Manager:

the Investment Manager ’s possession of the required professional qualifications, expertise and experience in providing the relevant services;
sustainability of the Investment Manager’s business to provide the relevant services at a reasonable standard;
the Investment Manager’s ability to introduce new investment opportunities and investors to the Company;
the long-term and friendly business relationship between the Investment Manager and the Company;
the Investment Manager’s in-depth understanding of the operations and business of the Company; and

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LETTER FROM THE BOARD

the historical performance of the Company’s investments contributed by the Investment Manager (Note: The historical performance of the Company’s investments is set out in the annual reports and the interim reports of the Company, copies of which are available on the websites of the Stock Exchange (www.hkex.com.hk) and the Company (www.opfin.com.hk)) .

Having considered the above factors, 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.

Implications 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. Moreover, the Investment Manager is an indirect wholly owned subsidiary of OPFSGL, a Shareholder. Both Messrs Zhang Gaobo and Zhang Zhi Ping, being the executive Directors, are also the indirect controlling shareholders of OPFSGL and Ottness, a substantial Shareholder. In this regard, the Investment Manager, OPFSGL and Ottness are associates of both Messrs. Zhang Gaobo and Zhang Zhi Ping. The Investment Manager is also regarded as a connected person of the Company pursuant to Rule 14A.11 of the Listing Rules. 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.

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).

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LETTER FROM THE BOARD

In addition, as mentioned above, the Investment Manager is an indirect wholly owned subsidiary of OPFSGL which 95% issued share capital 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. 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 20 February 2014.

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 relevant 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 has been an executive director and a responsible officer of the Investment Manager since 1994. Mr. Chan has close to 28 years of experience in commercial and investment banking and asset management. 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. He was also an executive director of Oriental Patron Securities Limited (“ OPSL ”) from 2008 to 2013 and SanJohn Capital Limited (“ SanJohn ”) (formerly known as Vigor Capital Limited) from 2007 to 2011. 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 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 6 (advising on corporate finance) and Type 9 (asset management) regulated activities.

CHAN Lap Tak, Jeffrey has been an executive director and a responsible officer of the Investment Manager since 1993. Mr. Chan has over 20 years of experience in securities and investment industry. Mr. Chan is also an executive director of SanJohn and a non-executive director of OPSL and Guotai Junan Fund Management Limited. Mr. Chan obtained a Bachelor of Commerce degree from the University of Queensland, Australia in 1986. He is currently the 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 6 (advising on corporate finance) and Type 9 (asset management) regulated activities.

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LETTER FROM THE BOARD

ZHENG Juan, Christine has been a responsible officer of the Investment Manger since May 2009. 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:

As at the Latest Practicable Date, the Investment Manager did not provide investment management services to any company other than the Group.
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 40 to 41 of this circular is a notice convening the EGM to be held at 10:30 a.m. on Thursday, 13 March 2014 at 27th Floor, Two Exchange Square, 8 Connaught Place, Central, Hong Kong, at which ordinary resolution(s) 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.

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

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LETTER FROM THE BOARD

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

The Independent Financial Adviser was appointed by 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 2017 (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 19 to 39 of this circular.

The Independent Board Committee also considers that the Continuing Connected Transactions are fair and reasonable so far as the Independent Shareholders are concerned. Accordingly, it recommends 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. The letter of advice from the Independent Board Committee to the Independent Shareholders is set out on pages 17 to 18 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.

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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 pages 17 to 18; (ii) the letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders as disclosed on pages 19 to 39; and (iii) the general 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

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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)

25 February 2014

To the Independent Shareholders

Dear Sir/Madam,

CONTINUING CONNECTED TRANSACTIONS – NEW INVESTMENT MANAGEMENT AGREEMENT

We refer to the circular (the “ Circular ”) issued by the Company to the Shareholders dated 25 February 2014 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 and the Annual Caps are fair and reasonable so far as the Independent Shareholders are concerned.

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 set out in the subsection headed “Caps for the fees payable to the Investment Manager under the New Investment Management Agreement” on page 10 and “Reasons for entering into the New Investment Management Agreement” on page 11 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.

* For identification purpose only

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LETTER OF ADVICE FROM INDEPENDENT BOARD COMMITTEE

We also consider that the Continuing Connected Transactions and the Annual Caps 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

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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

25 February 2014

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

Dear Sirs,

CONTINUING CONNECTED TRANSACTIONS – NEW INVESTMENT MANAGEMENT AGREEMENT

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 25 February 2014 (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. Moreover, the Investment Manager is an indirect wholly owned subsidiary of OPFSGL, a Shareholder. Both Messrs. Zhang Gaobo and Zhang Zhi Ping, being the executive Directors, are also the indirect controlling shareholders of each of OPFSGL and Ottness, a substantial Shareholder. In this regard, the Investment Manager, OPFSGL and Ottness are associates of both Messrs. Zhang Gaobo and Zhang Zhi Ping. The Investment Manager is also regarded as a connected person of the Company pursuant to Rule 14A.11 of the Listing Rules. The transactions contemplated under the New Investment Management Agreement constitute continuing connected transactions for the Company.

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.

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LETTER OF ADVICE FROM INDEPENDENT FINANCIAL ADVISER

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 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 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 2013 (the “ Interim Report ”):

Revenue Profit Total assets Total liabilities Net assets	Six months ended 30 September 2013 2012 HK$’000 HK$’000 (unaudited) (unaudited) 11,053 15,623 26,471 15,139 As at 30 September 2013 31 March 2013 HK$’000 HK$’000 (unaudited) (audited) 1,305,559 1,278,013 4,908 4,352 1,300,651 1,273,661
	1,305,559 4,908 1,300,651

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LETTER OF ADVICE FROM INDEPENDENT FINANCIAL ADVISER

We note that the Company recorded an unaudited revenue of approximately HK$11,053,000 for the six months ended 30 September 2013, representing an approximately 29.3% decrease when compared with the unaudited revenue of approximately HK$15,623,000 recorded during the six months ended 30 September 2012. During the six months ended 30 September 2013, the Company generated profit of approximately HK$26,471,000 compared with profit of approximately HK$15,139,000 recorded during the six months ended 30 September 2012 which represents an increase of approximately 74.9%. The Interim Report attributes such increase to increases in unrealized gains in the Company’s incubated funds, certain joint venture investment companies and improved valuation of certain investments. As at 30 September 2013, the Company had unaudited total assets, total liabilities and net assets of approximately HK$1,305,559,000, HK$4,908,000 and HK$1,300,651,000 respectively.

2. Reasons for entering into the New Investment Management Agreement

It is stated in the Board Letter that 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.

The Board Letter carries on to state 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 of the Company for more than 10 years since the listing of the Shares on the Stock Exchange on 20 March 2003.

The Board has taken into account, including but without limitation, the following factors when considering whether to continue to appoint the Investment Manager:

the Investment Manager’s possession of the required professional qualifications, expertise and experience in providing the relevant services;
sustainability of the Investment Manager’s business to provide the relevant services at a reasonable standard;
the Investment Manager ’s ability to introduce new investment opportunities and investors to the Company;

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LETTER OF ADVICE FROM INDEPENDENT FINANCIAL ADVISER

the long-term and friendly business relationship between the Investment Manager and the Company;
the Investment Manager’s in-depth understanding of the operations and business of the Company; and
the historical performance of the Company’s investments contributed by the Investment Manager.

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

It is stated in the Board Letter that except for the time period covered and that the formula for calculating the performance fee has been fine-tuned, 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 2014 to 31 March 2017

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LETTER OF ADVICE FROM INDEPENDENT FINANCIAL ADVISER

Services to be provided

The Investment Manager shall provide investment management and administrative services to the Group under the New Investment Management Agreement. In particular, the Investment Manager shall, including without limitation:

(a) identify, review and evaluate investment and divestment opportunities for the Group;
(b) execute investment and divestment decisions of the Company in accordance with the instructions of the Board;
(c) monitor and keep under review the performance and status of the assets including cash of the Group from time to time; and
(d) act in accordance with all reasonable instructions given and/or authorities delegated (as the case may) to it from time to time by the Board and keep the Board fully informed as to the discharge of its powers and duties under the New Investment Management Agreement.

Management and performance fees

Under the New Investment Management Agreement, the Investment Manager will be entitled to a monthly management fee and a performance fee. The amount of fees payable is summarized as follows:

(a) a monthly management fee charged at 1.5% per annum of the Net Asset Value; and
(b) a performance fee of 10% of the appreciation in the Net Asset Value per Share, subject to the High Watermark provisions.

We note from the Board Letter that given the business nature of the Company, being an investment company, the amount of fund being raised and the relevant issue price of the securities reflect how Shareholders and investing public assess the investment potential of the Company’s asset portfolio and the performance of the Company and the Investment Manager. So, for the purpose of calculating the performance fee, the terms of the New Investment Management Agreement have taken into account of any changes in the Net Asset Value of the Company as a result of fund raising activities (e.g. open offer/rights issue/placings/subscriptions) to ensure that any financial impact on the Net Asset Value per Share resulting from the issue price of and the

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LETTER OF ADVICE FROM INDEPENDENT FINANCIAL ADVISER

number of Shares being issued under such fund raising activities, whether positively or negatively, would have a corresponding effect on the calculation of the performance fee. This will ensure that the interests of the Company and the Investment Manager align with each other. Besides, the Net Asset Value per Share is subject to adjustment provisions for adjustment events including, without limitation, alteration to the nominal value of the Shares as a result of consolidation, subdivision or reclassification, capitalization of profits and reserves, dividend and capital distribution in cash or specie, and bonus issues during the relevant period.

Having considered the above reasons and the fact that such calculation basis has been applied consistently since the Investment Manager was first appointed by the Company as the investment manager in 2003, the Board considers it is fair and reasonable and in the interests of the Company and its Shareholders as a whole.

As per the Board Letter, calculation of the performance fee is based on the following formula:

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Where:

“B” is the base Net Asset Value per Share, subject to adjustments and the High Watermark provisions;

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

“D” is initially 10%; and

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

In our discussion with the Group’s management, the underlying principle of the inclusion of changes in Net Asset Value as a result of fund raising activities in the calculation of the performance fee under the New Investment Management Agreement is to align the interests of

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LETTER OF ADVICE FROM INDEPENDENT FINANCIAL ADVISER

the existing Shareholders and the Investment Manager. This is illustrated in the following scenarios:

(a) when there is a fund raising activity with issue price set at a premium to Net Asset Value per Share, (i) existing Shareholders would benefit from such fund raising activity through the enhancement of overall Net Asset Value per Share after completion of such fund raising activity; and (ii) variable “A” above (i.e. overall Net Asset Value per Share after completion of fund raising activity) would increase relative to variable “B”, resulting in the Investment Manager receiving a higher performance fee (if any) than what it would otherwise receive without such fund raising activity; and
(b) on the other hand, where there is fund raising activity with issue price set at a discount to Net Asset Value per Share, (i) existing Shareholders would suffer from such fund raising activity through the decrease in overall Net Asset Value per Share after completion of such fund raising activity; and (ii) variable “A” above (i.e. overall Net Asset Value per Share after completion of fund raising activity) would decrease relative to variable “B”, resulting in the Investment Manager receiving a lower performance fee (if any) than what it would otherwise receive without such fund raising activity.

Since there is currently no indication on whether the Company’s future fund raising activity (if any) would have issue price set at premium or discount to the Net Asset Value per Share, this mechanism does not appear to be biased in favor of the Investment Manager as apart from potentially receiving a higher performance under scenario (a) above, the Investment Manager is also subject to the risk of lower performance fee under scenario (b). The deciding factor would be whether the issue price of new Shares (which is determined between the Company and the incoming investor and/or the underwriting agent, and is something which the Investment Manager does not appear to have direct control over) is set at a premium or discount to Net Asset Value per Share. In that connection, we have made reference to the Company’s closing price as quoted on the Stock Exchange on the Latest Practicable Date of HK$0.75 per Share, which represents a substantial discount of approximately 46.4% to the unaudited Net Asset Value per Share of approximately HK$1.40 as at 31 January 2014. Generally speaking, the issue price of new shares in a fund raising exercise is more closely tied to the prevailing market price than the issuer’s net asset value per share as the market price represents the “fair market value” at which the shares would change hands between willing parties. Having considered the Shares’ prevailing market price in relation to the Net

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LETTER OF ADVICE FROM INDEPENDENT FINANCIAL ADVISER

Asset Value per Share, it would appear that if the Company were to immediately conduct a fund raising exercise, a rational investor would only subscribe for new Shares if the issue price is based on the Shares’ prevailing market price on the Stock Exchange instead of the Net Asset Value per Share since a new issue at the Net Asset Value per Share would imply an immediate substantial loss for the incoming investor as the realizable market value of the Shares is at a substantial discount to the Net Asset Value per Share. In view of the above, we believe that the issue price of each new Share in such hypothetical fund raising exercise would more likely be set at a substantial discount to the Net Asset Value per Share which would make such hypothetical fund raising exercise fall under scenario (b) above, resulting in the Investment Manager receiving a lower performance fee. Based on the above, we concur with the Board’s view that such calculation basis of the performance fee is fair and reasonable and in the interests of the Company and its Shareholders as a whole.

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

3.2 Comparative analysis

For the purpose of comparison, we have identified 7 companies listed on the Stock Exchange (the “ Comparable(s) ”) which appear to be investment companies listed on the Stock Exchange pursuant to Chapter 21 of the Listing Rules which have published information regarding their investment management fee and/or performance fee that are comparable to that under the New Investment Management Agreement (i.e. calculated as a percentage of the net asset value or, as the case may be, the increase in net asset value). In the course of our research, we have also identified 18 other companies which appear to be Chapter 21 investment companies which have (i) investment management fee charged at a fixed monetary value; (ii) investment management fee charged at a percentage of the market value of the portfolio; or (iii) appear to have not publicly disclosed the amount or basis of investment management fee. We have not included such investment companies in our analysis as (i) the basis of investment management fee of these investment companies is not directly comparable to the New Investment Management Agreement which is charged at a percentage of the Net Asset Value; or (ii) the relevant information is not available to us.

With regards to the management fee payable under the New Investment Management Agreement, we understand that the Company’s Net Asset Value should theoretically increase after the completion of a fund raising exercise. Therefore, assets subject to investment management services would also increase and it is only natural that the Investment Manager should also be entitled to proportionally higher management fee so we do not consider it is necessary to include any adjustment to the Comparables’ or the Company’s

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LETTER OF ADVICE FROM INDEPENDENT FINANCIAL ADVISER

figures in our analysis below. With regards to the performance fee and the 3 Comparables which have disclosed comparable data for the performance fee, the relevant source of information does not appear to have disclosed whether the basis of calculation of performance fee for these 3 Comparables includes changes in net asset value arising out of fund raising activities. Accordingly, we are unable to assess whether changes in net asset value arising out of fund raising activities are included in the calculation of the performance fee as implemented by the Company is common or uncommon in the market as these 3 Comparables may or may not include such changes. In that connection, we have considered our analysis on this calculation basis as discussed in section 3.1 above where we have concurred with the Board’s view that such calculation basis of the performance fee is fair and reasonable and in the interests of the Company and its Shareholders as a whole. In view of the above, we consider it appropriate to include the Comparables in our analysis without any adjustments, and the Comparables as a whole are a fair and representative sample.

The Comparables were identified on a best effort basis and represent an exhaustive list of all of the relevant companies meeting the aforementioned criteria based on our best information, knowledge and belief. The analysis on the investment management fee and performance fee paid by the Comparables is set out below:

		Annual
		investment	Performance
		management		fee as
		fee as	percentage to
Name of listed company	Source of	percentage to	increase in net
(stock code)	information	net asset value	asset value
Opes Asia Development	Announcement dated	2.00%		15.00%
Limited (810)	26 April 2013
Harmony Asset	Announcement dated	1.50%		n/a1
Limited (428)	11 April 2013
UBA Investments	Announcement dated	1.50%		n/a1
Limited (768)	28 January 2013
China Merchants China	Announcement dated	1.67%2		8.00%
Direct Investments	18 October 2012
Limited (133)
China Assets (Holdings)	Circular dated	1.88%3		n/a1
Limited (170)	7 December 2012

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LETTER OF ADVICE FROM INDEPENDENT FINANCIAL ADVISER

			Annual
		investment		Performance
		management		fee as
			fee as	percentage to
Name of listed company	Source of	percentage to		increase in net
(stock code)	information	net asset value		asset value
Shanghai International	Announcement dated		2.00%	n/a4
Shanghai Growth	28 March 2011
Investment Limited (770)
SHK Hong Kong Industries	Announcement dated		1.50%	20.00%
Limited (666)	19 November 2012
	Minimum:		1.50%	8.00%
	Maximum:		2.00%	20.00%
	Average:		1.72%	14.33%
The Company (1140)	Board Letter		1.50%	10.00%

Source: http://www.hkexnews.hk/

Notes:

The basis of the performance fee for this Comparable, i.e. calculated with reference to net profit, is considered to be not directly comparable with that under the New Investment Management Agreement.
The management fee for this Comparable is 2.25%, 2.25%, 1.75%, 1.50%, 1.50% and 0.75% of the book value for different types of asset and an average figure of approximately 1.67% has been adopted for the purpose of this analysis. The investment management fee of this Comparable is based on its total assets instead of the net asset value as in the case of the New Investment Management Agreement. A company’s total assets is generally larger than its net asset value (after taking into account of its liabilities) which implies that, ceteris paribus , the rate of investment management fee based on total assets would be lower than one based on net asset value. Since the rate of investment management fee of this Comparable does not appear to be inflated for our purposes, we have included it in our analysis above.
The management fee for this Comparable range from 1% to 2.75% depending on the type of asset and an average figure of approximately 1.88% has been adopted for the purpose of this analysis.
The basis of the performance fee for this Comparable is based on the increase in net asset value over an initial hurdle (e.g. 115% and 108% (depending on year) of the net assets of the preceding year) which implies that, ceteris paribus , the rate of performance fee based on an increase in net asset value over an initial hurdle would be higher than one based on increase in net asset value with no initial hurdle. Since the rate of performance fee of this Comparable appears to be inflated for our purposes, we have not included it in our 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 1.50% to a high of 2.00%, with an average of approximately 1.72%. The investment management fee of 1.5% under the New Investment Management Agreement therefore is at the low end of the range of the Comparables and is below the average thereof. With regards to the performance fee of the Comparables, it ranges from a low of 8.00% to a high of 20.00% with an average of approximately 14.33%. The performance fee of 10% under the New Investment Management Agreement is within the range of the Comparables and is below the average 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 are fair and reasonable and in the interest of the Company and the Shareholders as a whole.

3.3 Historical performance of the Company and comparison of the Company’s performance with a relevant index

Unlike an investment fund which is normally managed by its fund manager on a discretionary basis, we understand that an investment manager of Chapter 21 companies typically does not have such discretionary power over the investments of Chapter 21 companies. Upon a review of the Investment Management Agreement, we note that the Board shall have discretion over the assets of the Group including acquisitions and disposals of such assets. Furthermore, the Investment Manager shall obtain approval in writing from the Board prior to entering into such transaction by the Investment Manager pursuant to the Investment Management Agreement. Based on the above and our discussions with the Group’s management, our understanding is that the responsibility of making the Company’s investment decisions ultimately rests on the Board rather than the Investment Manager. Since the past performance of the Company is not directly or solely attributable to the Investment Manager, we have not considered (i) the historical performance of the Company’s investments; and (ii) a comparison of the performance of the Company’s investment with a relevant index, in assessing whether it is fair and reasonable and in the interests of the Company and the Shareholders as a whole to enter into the New Investment Management Agreement.

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LETTER OF ADVICE FROM INDEPENDENT FINANCIAL ADVISER

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 2015, 2016 and 2017 as extracted from the Board Letter is set out below:

Management fee Performance fee Total	Year ending 31 March 2015 2016 2017 HK$’000 HK$’000 HK$’000 32,000 36,000 42,000 4,000 36,000 42,000 36,000 72,000 84,000	Year ending 31 March 2015 2016 2017 HK$’000 HK$’000 HK$’000 32,000 36,000 42,000 4,000 36,000 42,000 36,000 72,000 84,000
		84,000

We also set out below 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 2012 and 2013 and the six months ended 30 September 2013 as extracted from the Board Letter:

Management fees Performance fees Total	Year ended 31 March 2012 2013 HK$’000 HK$’000 (audited) (audited) 22,592 21,648 – – 22,592 21,648	Six months ended 30 September 2013 HK$’000 (unaudited) 9,830 –
		9,830

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 2013 represent approximately 15.06% and 11.10% of the approved annual cap amount for the respective financial years. It should be noted that the Investment Manager was not entitled to any performance fees for the two financial years ended 31 March 2013. Also, no performance fee was paid or accrued for the six months ended 30 September 2013 as it is yet to be calculated and paid, if any, until the end of the financial year ending 31 March 2014 i.e. the relevant Performance Fee Valuation Day.

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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 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 2013 of approximately HK$21.6 million and the performance of the Group’s investments on hand in recent years.

The Board Letter further states that after realizing the utilization percentage of the actual total management fee and performance fee to the relevant annual cap varied from the lowest 11% for the year ended 31 March 2013 to the highest 100% [Note] for the year ended 31 March 2010 during the five financial years ended 31 March 2009 to 2013, the Directors are of the view that this wide range of utilization percentages is generally attributed to the market-driven nature of the Group’s investment business. The precise performance of the Group’s future Net Asset Value is therefore difficult to estimate and may vary significantly due to unexpected fluctuations of the financial markets. (Note: For ease of reference, the actual total amount of fees (including both management fee and performance fee) paid by the Company to the Investment Manager and the relevant annual cap were HK$83,000,000 for the year ended 31 March 2010.)

Having considered the above, the Directors agreed that (i) an estimated annual growth rate of 16%, with reference to the 5-year annualized performance of “MSCI Emerging Markets Index” (the “ Index ”), serves as one of the appropriate references on the annual growth of investment companies with an investment focus in strategic resources and business in sectors linked to China’s changing national policies and other emerging markets; and (ii) a buffer of 30% is reasonable to accommodate the market volatility. The Directors believe the Annual Caps fall within the reasonable zone with reference to both market performance and the Group’s previous experience.

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 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.

In connection with the annual growth rate of 16% adopted by the Group’s management, we have studied the factsheet of the Index dated 29 November 2013 which states that the 5-year annualized gross return for the Index is approximately 17.24%. Accordingly, the growth rate of 16% adopted by the Group’s management in the calculations of the Annual Caps is within the aforementioned return of the Index.

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LETTER OF ADVICE FROM INDEPENDENT FINANCIAL ADVISER

In connection with the buffer of 30% adopted in the Annual Caps calculations, we have studied the annual change in value of the Hang Seng Index (the “ HSI ”) for each of the 5 years from 2009 to 2013 (the “ Review Period ”) which is set out below.

	Change in
	value of	Difference
Year	the HSI	from average
2013	2.9%	-9.8%
2012	22.9%	10.3%
2011	-20.0%	-32.6%
2010	5.3%	-7.3%
2009	52.0%	39.4%
Average	12.6%

Source: Bloomberg

From the above table, it is noted that the HSI fluctuated significantly during the Review Period. The change in value of the HSI ranged from a loss of approximately 20.0% in 2011 to a gain of approximately 52.0% in 2009, with the average being a gain of approximately 12.6%. The difference from average of such change in value of the HSI also fluctuated greatly, from approximately -32.6% in 2011 to approximately 39.4% in 2009. Having considered the historical volatility of the HSI which demonstrates that financial markets can fluctuate significantly from one year to another, we are of the view that it is reasonable to adopt a buffer of 30% in the calculations of the Annual Caps as the difference from average (i.e. the “norm”) of the HSI during the Review Period can reach close to 40% as it occurred in 2009. Since the investment management fee and the performance fee under the New Investment Management Agreement are calculated with reference to the Net Asset Value of the Company which in turn is subject to volatility in financial markets, we consider that it is reasonable to include the aforementioned buffer so as to mitigate the chance of the Annual Caps being too small to cover the future transaction amounts under the New Investment Management Agreement. In the event that the Annual Caps are indeed insufficient to cover the future transactions amount, the Company will have to convene another EGM to seek for the Shareholders’ approval of revised annual caps which will result in additional administrative costs to be borne by the Company.

We note that the Continuing Connected Transactions will be conducted 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. 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.

– 33 –

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

– 34 –

APPENDIX

GENERAL INFORMATION

1. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or 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 they were 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
		Number of	Interests		issued share
		issued	under equity	Total	capital of the
Name of director	Capacity	Shares held	derivatives	interests	Company
					(Note 1)
Zhang Zhi Ping	Interest of controlled	359,800,000	–	359,800,000	38.22%
(Notes 2 & 3)	corporation
Zhang Gaobo	Interest of controlled	359,800,000	–	359,800,000	38.22%
(Notes 2 & 3)	corporation

Notes:

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

– 35 –

APPENDIX

GENERAL INFORMATION

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, underlying shares and debentures 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
		Number of	Interests		issued share
		issued	under equity	Total	capital of the
Name of shareholder	Capacity	Shares held	derivatives	interests	Company
					(Note 1)
Ottness_(Notes 2 & 3)_	Beneficial Owner	330,000,000	–	330,000,000	35.05%
OPFGL_(Notes 2 & 3)_	Interest of controlled	359,800,000	–	359,800,000	38.22%
	corporation
Primus Pacific Partners	Beneficial Owner	155,040,000	–	155,040,000	16.47%
Investments 2 Ltd
(Note 4)
Primus Pacific Partners 1	Interest of controlled	155,040,000	–	155,040,000	16.47%
LP_(Note 4)_	corporation
Primus Pacific Partners	Interest of controlled	155,040,000	–	155,040,000	16.47%
(GP1) LP_(Note 4)_	corporation
Primus Pacific Partners	Interest of controlled	155,040,000	–	155,040,000	16.47%
(GP1) Ltd_(Note 4)_	corporation

– 36 –

APPENDIX

GENERAL INFORMATION

					Percentage of
					the existing
		Number of	Interests		issued share
		issued	under equity	Total	capital of the
Name of shareholder	Capacity	Shares held	derivatives	interests	Company
					(Note 1)
Ng Wing Fai_(Note 4)_	Interest of controlled	155,040,000	–	155,040,000	16.47%
	corporation
Huan Guocang_(Note 4)_	Interest of controlled	155,040,000	–	155,040,000	16.47%
	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 Ottness and 29,800,000 Shares held by OPFSGL.
(3) Ottness 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 Ottness and OPFSGL.
(4) This represented 155,040,000 Shares held by Primus Pacific Partners Investments 2 Ltd (“ PPPI-2 ”). 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.

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 nominal 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 2013, 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.

– 37 –

APPENDIX

GENERAL INFORMATION

(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 2013, 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).

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 under	Letter of advice to the
Limited	the SFO to carry on Types	Independent Board
	4, 6 and 9 (advising on	Committee and the
	securities, advising on	Independent Shareholders
	corporate finance and asset
	management respectively)
	regulated activities

As at the Latest Practicable Date, the Independent Financial Adviser 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 2013, 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.

The Independent Financial Adviser 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 either by or against the Company.

– 38 –

APPENDIX

GENERAL INFORMATION

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 2013, 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.

10. MISCELLANEOUS

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 2013;
(d) the interim report of the Company for the six-month period ended 30 September 2013;
(e) the New Investment Management Agreement;
(f) the Existing Investment Management Agreement;
(g) the letter from the Independent Board Committee to the Independent Shareholders, the texts of which are set out on pages 17 to 18 of this circular;
(h) 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 19 to 39 of this circular; and
(i) the written consent referred to under the section headed “Experts and Consents” in this Appendix.

– 39 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

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==> picture [34 x 41] 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 Thursday, 13 March 2014 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)

“ 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 initialed 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 2014 to 31 March 2017 (“ Continuing Connected Transactions ”) be and are hereby approved and the directors (“ Directors ”) of the Company (or a duly authorized 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 authorized 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, 25 February 2014

* For identification purpose only

– 40 –

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:

A member 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 stead. A proxy need not be a member of the Company.
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.
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.
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.
Shareholders are requested to pay attention to relevant announcement posted on the websites of the Stock Exchange and the Company or to telephone the Company’s hotline on (852) 2135 0220 for arrangements of the meeting in the event that a No. 8 (or above) typhoon or black rainstorm warning is hoisted on the day of the meeting.

As at the date of this announcement, the Board comprises two executive directors, namely, Mr. ZHANG Zhi Ping and Mr. ZHANG Gaobo; and three independent non-executive directors, namely, Mr. KWONG Che Keung, Gordon, Prof HE Jia and Mr. WANG Xiaojun.

– 41 –

AI assistant

Synagistics Limited — Proxy Solicitation & Information Statement 2014

50674_rns_2014-02-24_1f78546c-5948-4ff5-b7d9-62c498323880.pdf

OP FINANCIAL INVESTMENTS LIMITED 東英金融投資有限公司[*]

CONTINUING CONNECTED TRANSACTIONS – NEW INVESTMENT MANAGEMENT AGREEMENT AND NOTICE OF EXTRAODRINARY GENERAL MEETING

DEFINITIONS

DEFINITIONS

OP FINANCIAL INVESTMENTS LIMITED 東英金融投資有限公司[*]

(Stock Code: 1140)

CONTINUING CONNECTED TRANSACTIONS – NEW INVESTMENT MANAGEMENT AGREEMENT AND NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

CONTINUING CONNECTED TRANSACTIONS – NEW INVESTMENT MANAGEMENT AGREEMENT

Principal terms of the New Investment Management Agreement

Duration

Services to be provided

Management and performance fees

(a) Management fee

(b) Performance fee

Historical caps and transaction records under the Existing Investment Management Agreement

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

Conditions of the New Investment Management Agreement

Reasons for entering into the New Investment Management Agreement

Implications under the Listing Rules

The Investment Manager

Potential Conflicts of Interest

EXTRAORDINARY GENERAL MEETING

RECOMMENDATION

VOTING BY WAY OF POLL

ADDITIONAL INFORMATION

OP FINANCIAL INVESTMENTS LIMITED 東英金融投資有限公司[*]

(Stock Code: 1140)

CONTINUING CONNECTED TRANSACTIONS – NEW INVESTMENT MANAGEMENT AGREEMENT

CONTINUING CONNECTED TRANSACTIONS – NEW INVESTMENT MANAGEMENT AGREEMENT

INTRODUCTION

BASIS OF ADVICE

PRINCIPAL FACTORS CONSIDERED

1. Information on the Group

2. Reasons for entering into the New Investment Management Agreement

3. The New Investment Management Agreement

3.1 Principal terms

Services to be provided

Management and performance fees

3.2 Comparative analysis

4. The Annual Caps

CONCLUSION

1. RESPONSIBILITY STATEMENT

2. INTERESTS OF DIRECTORS AND CHIEF EXECUTIVES

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

Long positions in the Shares

3. INTERESTS OF SUBSTANTIAL SHAREHOLDERS

Interests and short positions in Shares of substantial Shareholders

Long positions in the Shares

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

5. DIRECTORS’ SERVICE AGREEMENT

6. EXPERTS AND CONSENTS

7. LITIGATION

8. MATERIAL CHANGE

9. COMPETING INTEREST

10. MISCELLANEOUS

11. DOCUMENTS AVAILABLE FOR INSPECTION

OP FINANCIAL INVESTMENTS LIMITED 東英金融投資有限公司[*]

(Stock Code: 1140)

NOTICE OF EXTRAORDINARY GENERAL MEETING

ORDINARY RESOLUTION(S)

Registered office:

More from Synagistics Limited

Synagistics Limited Proxy Solicitation & Information Statement 2014

**OP FINANCIAL INVESTMENTS LIMITED 東英金融投資有限公司[*]**

**OP FINANCIAL INVESTMENTS LIMITED 東英金融投資有限公司[*]**

**OP FINANCIAL INVESTMENTS LIMITED 東英金融投資有限公司[*]**

**OP FINANCIAL INVESTMENTS LIMITED 東英金融投資有限公司[*]**