Synagistics Limited — Proxy Solicitation & Information Statement 2015

Jun 28, 2015

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

==> picture [69 x 49] intentionally omitted <==

==> 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 (the “ Meeting ”) of OP Financial Investments Limited (the “ Company ”) will be held at 11:00 a.m. on Thursday, 16 July 2015 at 27/F, Two Exchange Square, 8 Connaught Place, Central, Hong Kong for the purposes of considering and, if thought fit, passing (with or without modifications), each of the following resolutions (each a “ Resolution ”) as an ordinary resolution of the Company:

ORDINARY RESOLUTIONS

1. “ THAT :

   1. (a) the conditional placing agreement (the “ Placing Agreement ”) dated 1 June 2015 (a copy of the Placing Agreement has been produced to this meeting marked “A” and signed by the chairman of this meeting for the purpose of identification) entered into between the Company and Oriental Patron Securities Limited (“ OPSL ”) as placing agent in relation to the placing (the “ Placing ”) of up to 900,000,000 ordinary shares of HK$0.10 each in the share capital of the Company (the “ Placing Shares ” and each a “ Placing Share ”) on a best-effort basis at the placing price (the “ Placing Price ”) of HK$1.50 per Placing Share and the transactions contemplated thereunder (other than the Engagement of OPSL, as defined in resolution no. 2 below) be and are hereby approved, confirmed and ratified;

      • (b) the directors of the Company (the “ Directors ”) be and are hereby granted a specific mandate (the “ Specific Mandate ”) to up to 900,000,000 Placing Shares at the Placing Price, subject only to the Placing Agreement becoming unconditional in accordance with the terms thereof. The Specific Mandate is in addition to, and shall not prejudice nor revoke any existing or such other general or special mandates which may from time to time be granted to the Directors prior to the passing of this resolution; and

• For identification purpose only

– 1 –

• (c) any one or more Directors be and he/she/they are hereby generally and unconditionally authorised to do all such further acts and things and to sign and execute all such other or further documents and to take all such steps which, in the opinion of the Director(s), may be necessary, appropriate, desirable or expedient to implement and/or give effect to the terms of, or the transactions (other than the Engagement of OPSL) contemplated by, the Placing Agreement and to agree to such variations, amendments or waiver or matters relating thereto as are, in the opinion of the Director(s), in the interests of the Company and its shareholders as a whole.”

1. “ THAT the engagement of OPSL (the “ Engagement of OPSL ”) as the placing agent for the Placing on the terms of the Placing Agreement and all other connected transactions between the Company and the OPSL contemplated under the Placing Agreement be and are hereby approved and (where applicable) confirmed and THAT any one or more Directors be and he/she/they are hereby generally and unconditionally authorised to do all such further acts and things and to sign and execute all such other or further documents and to take all such steps which, in the opinion of the Director(s), may be necessary, appropriate, desirable or expedient to implement and/or give effect to the terms of, or the connected transactions contemplated by the Placing Agreement (i.e. the Engagement of OPSL) and to agree to such variations, amendments or waiver or matters relating thereto as are, in the opinion of the Director(s), in the interests of the Company and its shareholders as a whole.”

2. “ THAT the authorised share capital of the Company be increased from HK$200,000,000 divided into 2,000,000,000 ordinary shares of par value of HK$0.10 each to HK$400,000,000 divided into 4,000,000,000 ordinary shares of par value of HK$0.10 each by the creation of an additional 2,000,000,000 ordinary shares of par value of HK$0.10 each to rank pari passu in all respects with the existing ordinary shares (the “ Increase in the Authorised Share Capital ”); and any one or more Directors be and are hereby authorised to do all other acts and things and execute all documents which he/she/they consider(s) necessary or expedient for the implementation of and giving effect to the Increase in the Authorised Share Capital.”

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

Hong Kong, 29 June 2015
Registered office:	Principal place of
PO Box 309	business in Hong Kong:
Ugland House	27th Floor,
Grand Cayman, KY1–1104	Two Exchange Square
Cayman Islands	8 Connaught Place
	Central
	Hong Kong

– 2 –

Notes:

1. 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.

2. In order to be valid, the form of proxy must be duly completed and signed in accordance with the instructions printed thereon and deposited together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, at the offices of the Company’s Hong Kong branch registrar, Tricor Abacus Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no less than 48 hours before the time for holding the meeting or adjourned meeting.

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

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

5. 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 at (852) 2135 0211 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 of the date of this notice, 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, Professor He Jia and Mr. Wang Xiaojun.

– 3 –