Synagistics Limited — Proxy Solicitation & Information Statement 2015

Jun 28, 2015

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

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

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.

This circular is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of OP Financial Investments Limited and it must not be used for the purpose of offering or inviting offers for any securities.

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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)

(1) PLACING OF NEW SHARES UNDER A SPECIFIC MANDATE (2) CONNECTED TRANSACTION IN RELATION TO THE PLACING AGREEMENT

(3) PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL AND

(4) NOTICE OF EXTRAORDINARY GENERAL MEETING

Placing Agent

Oriental Patron Securities Limited

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

Capitalized terms used on this cover page shall have the same meanings as those defined in the section headed “Definitions” in this circular.

A letter from the Independent Board Committee is set out on page 17 of this circular. A letter from the Independent Financial Adviser containing its advice to the Independent Board Committee and the Independent Shareholders is set out on pages 18 to 24 of this circular.

Notice of the EGM to be held at 11:00 a.m. on Thursday, 16 July 2015 at 27/F, Two Exchange Square, 8 Connaught Place, Central, Hong Kong is set out on pages 30 to 32 of this circular. Whether or not you are able to attend the EGM, please complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Abacus Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for the holding of the EGM or any adjourned meeting thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjourned meeting thereof should you so wish.

29 June 2015

• For identification purpose only

CONTENTS

		Page
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
**Letter from **	the Board
–	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
–	The Placing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
–	Reasons for the Placing and the connected transaction under
	the Placing Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
–	Use of proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
–	Effects on shareholding structure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
–	Fund raising activities in the past twelve months . . . . . . . . . . . . . . . . .	13
–	Implications under the Listing Rules . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
–	Increase in Authorised Share Capital . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
–	Approval of the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
–	Information on the Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
–	EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	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 . . . . . . . . . . . . . . . . . . . . . .		18
Appendix	– General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	25
Notice of Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		30

DEFINITIONS

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

• “Announcement”

• the announcement of the Company dated 1 June 2015 relating to the Placing under the Specific Mandate, the Increase in Authorised Share Capital and the Engagement of OPSL

• “associate(s)” having such meaning as ascribed to such term under the Listing Rules

• “Board”

• board of Directors

• “Business Day”

• a day (excluding Saturday and any day on which a tropical cyclone warning no. 8 or above is hoisted or remains hoisted between 9:00 a.m. and 12:00 noon and is not lowered at or before 12:00 noon or on which a “black” rainstorm warning is hoisted or remains in effect between 9:00 a.m. and 12:00 noon and is not discontinued at or before 12:00 noon) on which licensed banks in Hong Kong are generally open for business throughout their normal business hours

• “Company”

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

• “connected person(s)”

• having such meaning as ascribed to such term under the Listing Rules

• “controlling shareholder”

• having such meaning as ascribed to such term under the Listing Rules

• “Director(s)” the director(s) of the Company

• “EGM”

• an extraordinary general meeting of the Company to be held at 11:00 a.m. on Thursday, 16 July 2015 (and any adjournment thereof) at 27/F, Two Exchange Square, 8 Connaught Place, Central, Hong Kong for the purpose of considering and (if thought fit) approving, among other matters, the Specific Mandate to issue the Placing Shares under the Placing Agreement, the Increase in Authorised Share Capital and the Engagement of OPSL

– 1 –

DEFINITIONS

• “EGM Matters”

• “Engagement of OPSL”

• “Group”

• “Hong Kong”

• “IFA” or “Independent Financial Adviser”

• “Increase in Authorised Share Capital”

• “Independent Board Committee”

• “Independent Shareholder(s)”

• the matters to be put forward for consideration and, if thought fit, approval at the EGM by the Shareholders regarding the Specific Mandate to issue the Placing Shares under the Placing Agreement and the Increase in Authorised Share Capital and by the Independent Shareholders regarding the Engagement of OPSL

• the engagement of OPSL as the placing agent for the Placing on the terms of the Placing Agreement, which shall constitute a connected transaction of the Company under Chapter 14A of the Listing Rules

• the Company and its subsidiaries

• the Hong Kong Special Administrative Region of the People’s Republic of China

• Ample Capital Limited, a licensed corporation permitted to carry on business in types 4 (advising on securities), 6 (advising on corporate finance) and 9 (asset management) regulated activities under the SFO, being the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the connected transaction contemplated under the Placing Agreement

• the proposed increase in the authorised share capital of the Company from HK$200,000,000 divided into 2,000,000,000 Shares each to HK$400,000,000 divided into 4,000,000,000 Shares each by the creation of an additional 2,000,000,000 Shares

the committee of the Board established for the purpose of advising the Independent Shareholders, for the EGM, on the connected transaction contemplated under the Placing Agreement, whose members include all the independent non-executive Directors, namely Mr. Kwong Che Keung, Gordon, Professor He Jia and Mr. Wang Xiaojun

• Shareholder(s) of the Company, who is/are not required to abstain from voting at a general meeting, if necessary, to approve a connected transaction

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DEFINITIONS

• “Latest Practicable Date”

• 24 June 2015, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular

• “Listing Committee”

• the listing sub-committee of the board of directors of the Stock Exchange

• “Listing Rules”

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

• “Long Stop Date”

• 5:00 p.m. on 31 August 2015 (or such later date as may be agreed by the Placing Agent and the Company in writing)

• “Model Code”

• Model Code for Securities Transaction by Directors of Listed Issuers as set out in Appendix 10 to the Listing Rules

• “OIL” Ottness Investments Limited, a controlling shareholder of the Company holding 330,000,000 Shares representing approximately 35.05% of the total issued share capital of the Company as of the Latest Practicable Date

• “OPFG”

• Oriental Patron Financial Group Limited, a company incorporated in the British Virgin Islands and a controlling shareholder of the Company which was indirectly interested in a total of 359,800,000 Shares, representing approximately 38.22% of the total issued share capital of the Company as of the Latest Practicable Date

• “OPFS”

• Oriental Patron Financial Services Group Limited, a Shareholder holding 29,800,000 Shares, representing approximately 3.17% of the total issued share capital of the Company as of the Latest Practicable Date

• “Placee(s)”

• any person or entity procured by or on behalf of the Placing Agent to subscribe for any of the Placing Shares

• “Placing”

• the proposed offer by way of a private placing of the Placing Shares, on best efforts basis, procured by or on behalf of the Placing Agent to selected investors on the terms and subject to the conditions set out in the Placing Agreement

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DEFINITIONS

• “Placing Agent” or “OPSL”

• Oriental Patron Securities Limited, a licensed corporation permitted to carry on business in types 1 (dealing in securities) and 4 (advising on securities) regulated activities under the SFO

• “Placing Agreement” the conditional placing agreement dated 1 June 2015 entered into between the Company and the Placing Agent in relation to the Placing

• “Placing Price” HK$1.50 per Placing Share

• “Placing Shares” up to 900,000,000 new Shares

• “SFO”

• Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

• “Share(s)” the ordinary share(s) of HK$0.10 each in the share capital of the Company

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

• “Specific Mandate” a specific mandate to be sought at the EGM for the allotment and issue of up to a maximum of 900,000,000 Placing Shares

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

• “substantial shareholder”

• having such meaning as ascribed to such term under the Listing Rules

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

• “RMB” Renminbi, the lawful currency of the People’s Republic of China

• “%”

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:

PO Box 309 Ugland House Grand Cayman, KY1–1104 Cayman Islands

Principal place of business in Hong Kong:

27th Floor Two Exchange Square 8 Connaught Place Central Hong Kong

29 June 2015

To the Shareholders

Dear Sir/Madam,

(1) PLACING OF NEW SHARES UNDER A SPECIFIC MANDATE (2) CONNECTED TRANSACTION IN RELATION TO THE PLACING AGREEMENT

(3) PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL

AND

(4) NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

Reference is made to the Announcement.

The purpose of this circular is to:

• (a) provide you with further information regarding the Placing, the Engagement of OPSL and the Increase in Authorised Share Capital;

• For identification purpose only

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LETTER FROM THE BOARD

• (b) 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 Engagement of OPSL; and

• (c) give you notice of the EGM at which ordinary resolutions will be proposed to consider and, if thought fit, approve the EGM Matters.

THE PLACING

Introduction

After trading hours on 1 June 2015, the Company entered into the Placing Agreement with the Placing Agent, pursuant to which the Placing Agent conditionally agreed to place up to 900,000,000 Placing Shares to not less than six Placees at a price of HK$1.50 per Placing Share on a best effort basis.

Placing Agreement

Date: 1 June 2015 (after trading hours) Issuer: The Company Placing Agent: Oriental Patron Securities Limited

The Placing Agent is a non wholly-owned indirect subsidiary of OPFG. OPFG is a controlling shareholder of the Company and was, as of the Latest Practicable Date, indirectly interested in 359,800,000 Shares, representing approximately 38.22% of the total issued share capital of the Company (among which 330,000,000 Shares were held by OIL, a wholly-owned subsidiary of OPFG and 29,800,000 Shares were held by OPFS, a 95%-owned subsidiary of OPFG). The entire issued share capital of OPFG is beneficially owned as to 51% by Mr. Zhang Zhi Ping and 49% by Mr. Zhang Gaobo, both being the executive Directors.

The Placing Agent is an associate of OPFG and is, therefore, a connected person of the Company under Chapter 14A of the Listing Rules. The transaction between the Company and the Placing Agent under the Placing Agreement, i.e. the Engagement of OPSL, thus constitutes a connected transaction under Chapter 14A of the Listing Rules.

OPSL is a licensed corporation permitted to carry on business in types 1 (dealing in securities) and 4 (advising on securities) regulated activities under the SFO, its principal business includes dealing and advising on securities.

Placees

The Placing Shares are expected to be placed to not less than six Placees, who are professional investors as defined in Schedule 1 of the SFO. Further announcement setting

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LETTER FROM THE BOARD

out the names of the Placees in accordance with Rule 13.28(7) of the Listing Rules shall be made by the Company if the Placing Agent fails to identify at least six Placees. The Placees and whose ultimate beneficial owners shall (i) not be connected persons of the Company; and (ii) be independent of each other, the Company and its connected persons, and not acting in concert (as defined under the Hong Kong Code on Takeovers and Mergers) with any of them.

In addition, the Placing Shares shall only be placed with a Placee whom the Placing Agent reasonably believes, after making reasonable enquiries, that the shareholding of such Placee in the Company will not as a result of the taking up by such Placee of its Placing Shares placed to it reach or exceed 10% of the total issued share capital of the Company as enlarged by the issue and allotment of all the Placing Shares finally placed and the placing of Placing Shares to each Placee shall require approval by the Company.

The Company shall procure that the subscription size of the Placing Shares to be placed to each professional investor be not least than HK$500,000. As of the Latest Practicable Date, no Placee has been identified and/or confirmed by the Placing Agent.

Placing Shares

Pursuant to the Placing Agreement, the Placing Agent has conditionally agreed to place up to 900,000,000 Placing Shares.

Assuming that the Placing Shares are fully placed, the 900,000,000 Placing Shares represent approximately 95.60% of the existing issued share capital of the Company as of the Latest Practicable Date and approximately 48.88% of the issued share capital of the Company as enlarged by the Placing Shares. Assuming that the Placing Shares are fully placed, the aggregate nominal value of the 900,000,000 Placing Shares is HK$90 million.

Ranking of Placing Shares

The Placing Shares will be issued under the Specific Mandate and will rank equally among themselves and with the existing Shares in issue on the completion date of the Placing.

The Company will apply to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Placing Shares.

Placing Price

The Placing Price of HK$1.50 represents:

• (i) a discount of approximately 28.23% to the closing price of HK$2.09 per Share as quoted on the Stock Exchange on the Latest Practicable Date;

• (ii) a discount of approximately 29.91% to the closing price of HK$2.14 per Share as quoted on the Stock Exchange on the date of the Placing Agreement (i.e. 1 June 2015);

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LETTER FROM THE BOARD

• (iii) a discount of approximately 20.21% to the average closing price of HK$1.88 per Share for the last 5 consecutive trading days immediately prior to the date of the Placing Agreement (excluding the date of the Placing Agreement);

• (iv) a discount of approximately 11.24% to the average closing price of HK$1.69 per Share for the last 10 consecutive trading days prior to the date of the Placing Agreement (excluding the date of the Placing Agreement); and

• (v) a premium of approximately 7.91% over the Company’s latest published unaudited net asset value per Share as of 31 May 2015 of HK$1.39.

Assuming that the Placing Shares are fully placed, the gross proceeds to be raised from the Placing will be about HK$1,350 million. Based on estimated expenses of about HK$27.5 million for the Placing, the net proceeds to be raised from the Placing will be approximately HK$1,322.5 million. On this basis, the net price per Placing Share is approximately HK$1.47.

The Placing Price was determined with reference to the prevailing market price of the Share, the Company’s published unaudited net asset value per share as of 30 April 2015 of HK$1.43 and was negotiated on an arm’s length basis between the Company and the Placing Agent. The Directors consider that the Placing and the terms of the Placing Agreement (including the transactions contemplated thereunder) are on normal commercial terms and are fair and reasonable based on the current market conditions and are in the interests of the Company and the Shareholders as a whole.

Placing commission

In consideration of the services of the Placing Agent in connection with the Placing and provided that completion of the Placing occurs in accordance with the terms of the Placing Agreement, the Company shall pay the Placing Agent a placing commission of 2% of the amount equal to the Placing Price multiplied by the number of the total Placing Shares finally placed. The placing commission will be deducted from the proceeds of the Placing.

Specific Mandate

The Placing Shares to be issued under the Placing Agreement will be issued pursuant to the Specific Mandate to be obtained at the EGM.

Conditions of the Placing

The Placing is conditional upon the following conditions being fulfilled on or before the Long Stop Date:

• (1) the passing of the necessary resolutions by the Shareholders at the EGM to approve the Placing, the grant of the Specific Mandate, the Placing Agreement and all other transactions contemplated thereby;

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LETTER FROM THE BOARD

• (2) the passing of the necessary resolutions by the Independent Shareholders at the EGM to approve the Engagement of OPSL; and

• (3) the Listing Committee of the Stock Exchange granting or agreeing to grant the listing of, and permission to deal in, the Placing Shares.

If the necessary resolution regarding the Engagement of OPSL were voted down by Independent Shareholders at the EGM, the Company would explore other arrangements based on the prevailing market conditions accordingly.

If the above conditions precedent shall not be fulfilled in full by the Long Stop Date, all rights, obligations and liabilities of the parties under the Placing Agreement shall cease and terminate and no party shall have any claim against the other in relation thereto save for antecedent breaches of the provisions of the Placing Agreement.

As of the Latest Practicable Date, none of the above conditions precedent to the completion of the Placing has been fulfilled.

Completion of the Placing

Completion of the Placing shall take place on a date as shall be notified by the Placing Agent to the Company in writing, such date shall be (i) a Business Day, (ii) not less than 2 clear Business Days after the date on which such notice is served on the Company and (iii) not more than 10 clear Business Days after all the conditions precedent as set out above shall have been fulfilled.

Completion of the Placing is subject to the satisfaction of the conditions precedent in the Placing Agreement. As the Placing may or may not proceed, Shareholders and potential investors are advised to exercise caution when dealing in the Shares.

REASONS FOR THE PLACING AND THE CONNECTED TRANSACTIONS UNDER THE PLACING AGREEMENT

The Company is an investment company with the principal investment objective to achieve earnings for the Company in the form of medium to long term capital appreciation through investing in a diversified portfolio of investments in listed and unlisted enterprises globally.

With the gradual introduction and implementation of QDII, QFII, RQFII, Shanghai-Hong Kong Stock Connect Program, the national strategy of Silk Road Economic Belt, coupled with the accelerated pace of internationalisation of the RMB, there has been an increasing outflow of Chinese capitals and cross border investment activities. The offshore investment targets are expected to become more diversified and extended to resources, technologies, brands and marketing channels. It is also anticipated that Chinese domestic investors will be expanded from the institutions to wealthy individual investors.

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LETTER FROM THE BOARD

The Company will seek overseas investment opportunities with attractive valuation in the form of equity, derivatives, limited partnerships, or investment arrangements across different industries with the goal of trade selling them to Chinese buyers who offer higher valuation. The Company believes that the ultimate goal of developing network of investment partners through the Company’s capital strength on one hand and a diversified selection of assets under the Company’s investment portfolio for Chinese buyers on the other hand would build a platform that enable a virtuous circle of cross-border capital transactions.

As a Hong Kong-based investment company with long term focus on cross-border capital transactions, the Company has accumulated a wealth of experience and professional networks. However, without a sufficient capital strength, the Company may require to turn down attractive investment opportunities where funding or investment decisions have to be made within a short time frame. Under the prevailing Listing Rules, the Company is required to maintain a reasonable spread of investments and that the value of holding of investments issued by any one company or body shall not exceed twenty per cent. of the Company’s net asset value at the time when such investment is made. Based on the latest published unauditied net asset value per share prior to the Latest Practicable Date, the Company has an assets’ value of around HK$1.3 billion, thus limiting the Company’s capability to invest in projects with one company or body for investment amount over HK$260 million. With the rapid expansion of the market, the Company often finds opportunities for large scale investments, it is desirable to increase the capital base of the Company in order to capture investment opportunities of a larger scale. Therefore, the Company would like to take advantage of the recent favorable market condition for significant capital raising.

Among different capital raising methods, the Directors have evaluated the costs of carrying out capital raising through open offer and rights issue and consider these methods to be more expensive than those by private placement. The Board will not consider capital raising by either open offer or rights issue at this stage as the expected finance and legal costs involved in preparing documentations such as underwriting agreements, prospectus and prospectus documents and the commission to be paid to underwriters are relatively higher than those through private placement.

The Directors have also considered adopting other means of financing when required, including bank borrowing. However, in addition to the costs that would be incurred by bank borrowing such as increasing interest burden, repayment of loan and possible assets to be pledged by the Group would be high and inefficient, bank borrowings are liabilities by nature and accordingly would not increase the Company’s capital base. Given the Company’s investment capability is currently limited by its capital base, the Directors do not consider bank borrowing is the appropriate means of financing.

The Directors also consider that the Placing represents a good opportunity to raise capital as compared with a rights issue or open offer for the Company. This is because the Placing can broaden the Company’s shareholder base and to enhance the marketability of the Shares, and a rights issue or open offer would take too long (as far as the legal and regulatory (including registration) requirements are concerned) to arrange when compared with the Placing (which could, subject to Shareholder’s approval at the EGM,

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LETTER FROM THE BOARD

take place as soon as the Placees (as the case may be) are procured pursuant to the terms of the Placing Agreement). It is expected that the Placing would complete in July 2015 subject to the satisfaction of the conditions to completion according to the terms of the Placing Agreement. The Placing is also interest-free (as the placing commission to be paid by the Company to the Placing Agent is an one-off payment) and security-free, which is beneficial to the Company’s business development as funding requirement or appropriate investment opportunities may arise at any time and such funding or investment decisions have to be required or made within a short period of time.

Also, the Company aims at raising capital through private placement at a price which is higher than its net asset value to expand its capital base, which is beneficial to its Shareholders. The Placing will also put the Company in a better position to meet the challenges of the market and take advantage of investment opportunities to broaden its earnings base so as to enhance Shareholders’ value. However, as of the Latest Practicable Date, the Company is not currently in the process of discussions or negotiations (whether or not crystallized) for any potential investment opportunities, fund raising plans and had not identified specific investment targets nor entered into any specific investment agreements with other parties.

OPSL is a licensed corporation under the SFO, its principal business includes dealing in and advising on securities, it has acted as a placing agent for securities issued by other listed corporations on the Stock Exchange. The services provided and to be provided by OPSL are in line with usual market practice and are customary services provided by a placing agent under a placing exercise. The Company has also approached other independent placing agents other than OPSL, however, they were less enthusiastic as OPSL under the same terms, and further, the Directors consider OPSL has the necessary experience and credential to undertake the Placing. The placing commission to be paid to the Placing Agent under the Placing was made in consideration of the services provided and to be provided by the Placing Agent under the Placing Agreement. Such commission was determined after arm’s length negotiations between the Company and the Placing Agent with regard to the market rate, and the Directors consider that the terms of the Placing Agreement, including the placing commission to be paid to the Placing Agent under the Placing Agreement and the transactions contemplated thereunder, are on normal commercial basis, fair and reasonable and in the interests of the Company and its Shareholders as a whole.

USE OF PROCEEDS

Assuming the Placing Shares are fully placed, the net proceeds of the Placing of approximately HK$1,322.5 million is intended to be applied by the Group for investments as follows:

1. approximately HK$500 million for pursuing investment opportunities in cross-border capital transactions and related projects and companies with a view to gradually form an influential cross-border capital transaction platform;

2. approximately HK$400 million for pursuing investment in high potential growth companies with valuable skills and technologies;

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LETTER FROM THE BOARD

1. approximately HK$200 million for pursuing counter-cyclical investments under the changing market condition and other event-driven investment opportunities; and

2. the remaining for funding the Company’s general working capital.

It is intended the above investments will mainly take the form of listed and unlisted securities, limited partnership interests, debt and derivative instruments.

EFFECTS ON SHAREHOLDING STRUCTURE

The existing and enlarged shareholding structure of the Company immediately before and after the completion of the Placing is set out below:

OIL_(Note 1) OPFS(Note 1) Primus Pacific Partners Investments 2 Ltd.(Note 2)_ Public Placees Other public shareholders	As of the Latest Practicable Date No. of Shares Approx. percentage 330,000,000 35.05% 29,800,000 3.17% 83,660,000 8.89% – – 497,936,000 52.89% 941,396,000 100.00%	Immediately after completion of the Placing (assuming all 900,000,000 Placing Shares are fully placed) No. of Shares Approx. percentage 330,000,000 17.92% 29,800,000 1.62% 83,660,000 4.54% 900,000,000 48.88% 497,936,000 27.04% 1,841,396,000 100.00%	Immediately after completion of the Placing (assuming all 900,000,000 Placing Shares are fully placed) No. of Shares Approx. percentage 330,000,000 17.92% 29,800,000 1.62% 83,660,000 4.54% 900,000,000 48.88% 497,936,000 27.04% 1,841,396,000 100.00%
			100.00%

Notes:

1. OIL is a wholly owned subsidiary of OPFG, and 95% of the issued share capital of OPFS is owned by OPFG. By virtue of the SFO, OPFG is deemed to be interested in the Shares and underlying Shares held by OIL and the Shares held by OPFS. The entire issued share capital of OPFG is beneficially owned as to 51% by Mr. Zhang Zhi Ping and 49% by Mr. Zhang Gaobo, both being the executive Directors.

2. This represented 83,660,000 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 the entire 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 held by PPPI-2. Immediately upon completion of the Placing (assuming all 900,000,000 Placing Shares are fully placed and the issued share capital of the Company shall remain unchange from the Latest Practicable Date to the Completion of Placing), Primus Pacific Partners Investments 2 Ltd’s shareholding interest in the Company will be diluted to 4.54% of the total issued share capital of the Company and will be treated as a public shareholder of the Company.

– 12 –

LETTER FROM THE BOARD

FUND RAISING ACTIVITIES IN THE PAST TWELVE MONTHS

The Company has not conducted any equity fund raising activities in the past twelve months immediately prior to the Latest Practicable Date.

IMPLICATIONS UNDER THE LISTING RULES

The Placing Agent is an indirect non wholly-owned subsidiary of OPFG. OPFG is a controlling shareholder of the Company and is, as of the Latest Practicable Date, indirectly interested in a total of 359,800,000 Shares, representing approximately 38.22% of the total issued share capital of the Company. The Placing Agent is an associate of OPFG and is, therefore, a connected person of the Company under Chapter 14A of the Listing Rules. The transaction between the Company and the Placing Agent under the Placing Agreement thus constitutes a connected transaction under Chapter 14A of the Listing Rules.

Assuming that the Placing Shares are fully placed at the Placing Price, the Placing Agent will receive a maximum placing commission of HK$27,000,000 in cash, to be deducted from the proceeds of the Placing. As the relevant percentage ratio under Rule 14.07 of the Listing Rules in respect of the commission to be paid to the Placing Agent is more than 5%, the transaction between the Company and the Placing Agent under the Placing Agreement is subject to the annual review, disclosure and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.

INCREASE IN AUTHORISED SHARE CAPITAL

The Company had an authorised share capital of HK$200,000,000 divided into 2,000,000,000 Shares of par value of HK$0.10 each, of which 941,396,000 Shares were in issue as of the Latest Practicable Date. The Board proposed to increase its authorised share capital to HK$400,000,000 divided into 4,000,000,000 Shares of par value of HK$0.10 each by the creation of an additional 2,000,000,000 Shares of par value of HK$0.10 each. The new Shares shall rank pari passu in all respects with the existing Shares upon issue. Save for the Shares that are proposed to be issued under the Specific Mandate, the Directors have no present intention of issuing any other new Shares.

The Increase in the Authorised Share Capital of the Company is conditional upon the passing of an ordinary resolution by the Shareholders at the EGM.

In the annual general meeting (“ 2014 AGM ”) of the Company held on 14 August 2014, a general mandate (“ General Mandate ”) to allot and issue new shares of up to 20% of the then total issued share capital of the Company (i.e. 188,279,200) was granted to the Directors. Since the 2014 AGM and up to the Latest Practicable Date, none of the General Mandate has been utilized.

Further, the Company has granted share options (“ Share Options ”) under its share option scheme adopted on 19 March 2003 and refreshed on 21 January 2008, entitling holders thereof to be issued and allotted with a total of 7,500,000 Shares upon exercise of the Share Options which are immediately exercisable as of the Latest Practicable Date.

In the circumstances, if the General Mandate and/or the Share Options are to be utilized or exercised prior to the completion of the Placing to the extent exceeding

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LETTER FROM THE BOARD

158,604,000 Shares (i.e. 2,000,000,000 Shares less 1,841,396,000 Shares (being the enlarged number of Shares immediately after completion of the Placing, assuming that (a) the total number of issued Shares of 941,396,000 Shares remains unchanged since the Latest Practicable Date up to the completion of the Placing and (b) all the 900,000,000 Placing Shares were fully placed)), the unissued share capital would be insufficient to cover the issue and allotment of all the Placing Shares (assuming all 900,000,000 Placing Shares are fully placed).

Although the Directors currently have no intention to utilize any part of the General Mandate, the Company would seek Shareholders’ approval for an increase in its authorized share capital in the EGM to allow greater flexibility for allotment and issue of new Shares in the future as and when necessary, the Board therefore proposed to increase the authorised share capital of the Company to the extent mentioned above.

As advised by its legal advisers as to Cayman Islands law, under applicable Cayman Islands law, there is no legal requirement for the Company’s memorandum and articles of association to be amended as a result of the proposed Increase in Authorised Share Capital. Following the approval of the Increase in Authorised Share Capital at the EGM (if so approved), a notice of the relevant resolution will be filed with the Registrar of Companies of the Cayman Islands and a copy of such notice will be attached to the Company’s memorandum and articles of association.

APPROVAL OF THE BOARD

Other than Mr. Zhang Zhi Ping and Mr. Zhang Gaobo who are the beneficial owners of OPFG, both of whom had abstained from voting in respect of the resolutions of the Board for approving the Engagement of OPSL, none of the other Directors has interests in any of the EGM Matters or was required to abstain from voting in respect of the resolutions of the Board for approving such matters.

INFORMATION ON THE GROUP

The Group is principally engaged in investment in a diversified portfolio of global investments in listed and unlisted enterprises thereby to achieve earnings in the form of medium to long term capital appreciation.

EGM

Set out on pages 30 to 32 of this circular is a notice convening the EGM to be held at 11:00 a.m. on Thursday, 16 July 2015 at 27/F, Two Exchange Square, 8 Connaught Place, Central, Hong Kong, at which ordinary resolutions will be proposed to (i) Shareholders to consider and, if thought fit, approve by way of a poll, the Specific Mandate to issue the Placing Shares under the Placing Agreement and the Increase in Authorised Share Capital; and (ii) Independent Shareholders to consider and, if thought fit, approve by way of a poll the Engagement of OPSL.

– 14 –

LETTER FROM THE BOARD

To the best knowledge of the Directors, none of the Shareholders has a material interest in the proposed Specific Mandate and the Increase in Authorised Share Capital as of the Latest Practicable Date. OPFG and its associates, which together are interested in approximately 38.22% of the total issued share capital of the Company as of the Latest Practicable Date, are required to abstain from voting in respect of the resolution regarding the Engagement of OPSL. Save as disclosed above, to the best knowledge of the Directors after having made all reasonable enquiries, as of the Latest Practicable Date, there were no other Shareholders who were required to abstain from voting in respect of the ordinary resolution regarding the Engagement of OPSL proposed to be considered and, if thought fit, approved by the Independent Shareholders at the SGM.

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.

RECOMMENDATION

The Independent Financial Adviser was appointed by the Company to advise the Independent Board Committee and the Independent Shareholders regarding the Engagement of OPSL.

Your attention is drawn to the letter of advice from the Independent Board Committee regarding the Engagement of OPSL as set out on page 17 of this circular. Your attention is also drawn to the letter of advice from the IFA to the Independent Board Committee and the Independent Shareholders in respect of the same matters, which is set out on pages 18 to 24 of this circular.

The Independent Board Committee, having taken into account the advice of the IFA, considers that the Engagement of OPSL and the connected transaction between the Company and the Placing Agent as contemplated under the Placing Agreement are on normal commercial terms, and that the terms of the connected transactions contemplated under the Placing Agreement, in particular the placing commission are fair and reasonable, in the best interests of the Group and its Shareholders as a whole and in the ordinary and usual course of business of the Group.

The Directors (including the independent non-executive Directors) consider that the Engagement of OPSL and terms of the connected transactions contemplated under the Placing Agreement, in particular the placing commission are in the interests of the Company and its Shareholders as a whole. Accordingly, the Board recommends the Independent Shareholders to vote in favour of the ordinary resolution to be proposed at the EGM to approve the Engagement of OPSL and the connected transaction between the Company and the Placing Agent as contemplated under the Placing Agreement.

– 15 –

LETTER FROM THE BOARD

VOTING BY WAY OF POLL

Pursuant to Rule 13.39(4) of the Listing Rules and article 87 of the articles of association of the Company, any vote of shareholders at a general meeting must be taken by poll. After conclusion of the EGM, the poll results will be published on the respective websites of the Company and the Stock Exchange pursuant to Rule 13.39(5) of the Listing Rules.

ADDITIONAL INFORMATION

Your attention is drawn to the additional information set out in the appendix to this circular.

The English text of this circular shall prevail over the Chinese text in the case of inconsistency.

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

– 16 –

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)

29 June 2015

To the Independent Shareholders

Dear Sir/Madam,

CONNECTED TRANSACTION IN RELATION TO THE PLACING AGREEMENT

We refer to the circular (the “ Circular ”) issued by the Company to the Shareholders dated 29 June 2015 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 connected transaction contemplated under the Placing Agreement, i.e. the Engagement of OPSL and to advise the Independent Shareholders in connection with such matter as to whether, in our opinion, the Engagement of OPSL is 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 considered by, and the advice of, the IFA as set out in its letter of advice, we consider that the terms of the Engagement of OPSL and the connected transaction between the Company and the Placing Agent as contemplated under the Placing Agreement are on normal commercial terms, and that the terms of the connected transactions contemplated under the Placing Agreement, in particular, the placing commission are fair and reasonable in the best interest of the Group and the Shareholders as a whole and in the ordinary and usual course of business of the Group. We also consider that the Engagement of OPSL is 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 the Engagement of OPSL at the EGM.

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

* For identification purpose only

– 17 –

LETTER OF ADVICE FROM INDEPENDENT FINANCIAL ADVISER

The following is the full text of the letter of advice from Ample Capital Limited in respect of the Engagement of OPSL, 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

29 June 2015

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

Dear Sirs,

CONNECTED TRANSACTION IN RELATION TO THE PLACING AGREEMENT

INTRODUCTION

We refer to our engagement by the Company to advise the Independent Board Committee and the Independent Shareholders in respect of the Engagement of OPSL, the particulars of which have been set out in a circular to the Shareholders dated 29 June 2015 (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 Limited 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 Engagement of OPSL 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 Engagement of OPSL is 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 Engagement of OPSL are set out in the section headed “Letter from the Board” in the Circular (the “ Board Letter ”).

The Company is an investment company with the principal objective to achieve earnings for the Company in the form of medium to long term capital appreciation through investing in a diversified portfolio of investments in listed and unlisted enterprises globally.

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LETTER OF ADVICE FROM INDEPENDENT FINANCIAL ADVISER

The Placing Agent is an indirect non wholly-owned subsidiary of OPFG. OPFG is a controlling shareholder of the Company and is, as of the Latest Practicable Date, indirectly interested in a total of 359,800,000 Shares, representing approximately 38.22% of the total issued share capital of the Company. The Placing Agent is an associate of OPFG and is, therefore, a connected person of the Company under Chapter 14A of the Listing Rules. The transaction between the Company and the Placing Agent under the Placing Agreement thus constitutes a connected transaction under Chapter 14A of the Listing Rules.

Assuming that the Placing Shares are fully placed at the Placing Price, the Placing Agent will receive a maximum placing commission of HK$27,000,000 in cash, to be deducted from the proceeds of the Placing. As the relevant percentage ratio under Rule 14.07 of the Listing Rules in respect of the commission to be paid to the Placing Agent is more than 5%, the transaction between the Company and the Placing Agent under the Placing Agreement is subject to the annual review, disclosure and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.

BASIS OF ADVICE

In formulating our opinions and recommendations, we have relied on the information supplied to us by the Company (including the information set out in the Circular and the Interim Report (as defined below) and a copy of the Placing Agreement), 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 (including reviewing the information available to us and conducting the research work into the Comparables (as defined below)) 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 Engagement of OPSL.

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

– 19 –

LETTER OF ADVICE FROM INDEPENDENT FINANCIAL ADVISER

PRINCIPAL FACTORS CONSIDERED

In arriving at our opinion in relation to the Engagement of OPSL, we have taken into consideration the following factors:

1. Information on the Group

As mentioned earlier, the Company is an investment company with the principal investment objective to achieve earnings of the Company in the form of medium to long term capital appreciation through investing in a diversified portfolio of investments in listed and unlisted enterprises globally. Set out below is certain summary financial information as extracted from the Group’s interim report for the six months ended 30 September 2014 (the “ Interim Report ”):

Revenue Profit Total assets Total liabilities Net assets	Six months ended 30 September 2014 2013 HK$’000 HK$’000 (unaudited) (unaudited) 20,199 11,053 10,263 26,471 As at 30 September 2014 31 March 2014 HK$’000 HK$’000 (unaudited) (audited) 1,268,894 1,353,222 17,678 26,603 1,251,216 1,326,619
	1,268,894 17,678 1,251,216

We note that the Company recorded an unaudited revenue of approximately HK$20,199,000 for the six months ended 30 September 2014, representing an approximately 82.7% increase when compared with the unaudited revenue of approximately HK$11,053,000 recorded during the six months ended 30 September 2013. During the six months ended 30 September 2014, the Company generated unaudited profit of approximately HK$10,263,000 compared with unaudited profit of approximately HK$26,471,000 recorded during the six months ended 30 September 2013 which represents a decrease of approximately 61.2%. As at 30 September 2014, the Company had unaudited total assets, total liabilities and net assets of approximately HK$1,268,894,000, HK$17,678,000 and HK$1,251,216,000 respectively.

– 20 –

LETTER OF ADVICE FROM INDEPENDENT FINANCIAL ADVISER

2. Reasons for Engagement of OPSL

As stated in the Board Letter, OPSL is a licensed corporation under the SFO, its principal business includes dealing in and advising on securities, it has acted as a placing agent for securities issued by other listed corporations on the Stock Exchange. The services provided and to be provided by OPSL are in line with usual market practice and are customary services provided by a placing agent under a placing exercise. The Company has also approached other independent placing agents other than OPSL, however, they were less enthusiastic as OPSL under the same terms, and accordingly, the Directors consider OPSL has the necessary experience and credential to undertake the Placing. The placing commission to be paid to the Placing Agent under the Placing was made in consideration of the services provided and to be provided by the Placing Agent under the Placing Agreement. Such commission was determined after arm’s length negotiations between the Company and the Placing Agent with regard to the market rate, and the Directors consider that the terms of the Placing Agreement, including the placing commission to be paid to the Placing Agent under the Placing Agreement and the transactions contemplated thereunder, are on normal commercial basis, fair and reasonable and in the interests of the Company and its Shareholders as a whole.

3. The Engagement of OPSL

3.1 Principal terms

It is stated in the Board Letter that after trading hours on 1 June 2015, the Company entered into the Placing Agreement with the Placing Agent pursuant to which the Placing Agent conditionally agreed to place up to 900,000,000 Placing Shares to not less than six Placees at a price of HK$1.50 per Placing Share on a best effort basis.

In consideration of the services of the Placing Agent in connection with the Placing and provided that completion of the Placing occurs in accordance with the terms of the Placing Agreement, the Company shall pay the Placing Agent a placing commission of 2% (the “ Placing Commission ”) of the amount equal to the Placing Price multiplied by the number of the total Placing Shares finally placed. The placing commission will be deducted from the proceeds of the Placing

3.2 Comparative analysis

For the purpose of comparison, we have identified 27 companies listed on the Stock Exchange (the “ Comparable(s) ”) which have announced a placing of new shares or top-up placing during the 2-week period up to and including 1 June 2015 (i.e. the date of the Placing Agreement). In our selection of the Comparables, we have adopted a broad based selection criteria and included different types of placing such as placing of new shares under specific mandate (as in the case of the Placing Agreement), placing of new

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LETTER OF ADVICE FROM INDEPENDENT FINANCIAL ADVISER

shares under general mandate and top-up placing. In adopting such broad based selection criteria, we have assumed that the placing commission should not materially differ based on the type of placing involved. As illustrated in the table below, there does not appear to be a strong correlation for a particular level of placing commission with a particular type of placing. Furthermore, the average placing commission for the different types of placing are at relatively similar levels with (i) the average placing commission for Comparables involved in placing of new shares under specific mandate being approximately 2.9%; (ii) the average placing commission for Comparables involved in placing of new shares under general mandate being approximately 2.6%; and (iii) the average placing commission for Comparables involved in top-up placing being approximately 3.0%. We consider the 2-week period as mentioned above is appropriate given it has generated a reasonable number of Comparables which in our opinion, is 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 placing commission of the Comparables is set out below:

Name of company	Date of		Placing
(stock code)	announcement	Type of placing	commission
Wuzhou International	1 June 2015	Top-up placing	n/a1
Holdings Limited (1369)
China Renji Medical Group	1 June 2015	Placing of new shares	3.0%
Ltd. (648)		under general mandate
China Star Entertainment	1 June 2015	Top-up placing	2.5%
Limited (326)
China All Access	1 June 2015	Placing of new shares	n/a1
(Holdings) Limited (633)		under general mandate
China MeiDong Auto	1 June 2015	Top-up placing	3.5%
Holdings Limited (1268)
Blu Sky Power Holdings	29 May 2015	Placing of new shares	n/a1
Limited (6828)		under general mandate
Evergrande Real Estate	28 May 2015	Top-up placing	n/a1
Group Limited (3333)
Active Group Holdings	28 May 2015	Placing of new shares	n/a1
Limited (1096)		under general mandate
CST Mining Group	28 May 2015	Placing of new shares	n/a1
Limited (985)		under general mandate
Huiyin Household	28 May 2015	Placing of new shares	2.0%
Appliances (Holdings)		under general mandate
Co., Ltd. (1280)
Skyocean International	28 May 2015	Placing of new shares	2.0%
Holdings Limited (593)		under general mandate
Enterprise Development	28 May 2015	Placing of new shares	3.0%
Holdings Limited (1808)		under general mandate

– 22 –

LETTER OF ADVICE FROM INDEPENDENT FINANCIAL ADVISER

Name of company	Date of		Placing
(stock code)	announcement	Type of placing	commission
China Silver Group	27 May 2015	Placing of new shares	2.0%
Limited (815)		under general mandate
Universe International	26 May 2015	Placing of new shares	3.5%
Holdings Limited (1046)		under specific mandate
China 3D Digital	26 May 2015	Placing of new shares	2.5%
Entertainment Limited		under specific mandate
(8078)
eForce Holdings Limited	26 May 2015	Placing of new shares	3.0%
(943)		under general mandate
Emperor Capital Group	26 May 2015	Placing of new shares	3.0%
Limited (717)		under specific mandate
Rosedale Hotel Holdings	26 May 2015	Placing of new shares	2.5%
Limited (1189)		under general mandate
C Y Foundation Group	26 May 2015	Placing of new shares	n/a1
Limited (1182)		under general mandate
Forgame Holdings Limited	23 May 2015	Placing of new shares	1.2%
(484)		under general mandate
China NT Pharma Group	22 May 2015	Placing of new shares	1.5%
Company Limited (1011)		under general mandate
Hong Wei (Asia) Holdings	22 May 2015	Placing of new shares	4.5%
Company Limited (8191)		under general mandate
Brilliant Circle Holdings	22 May 2015	Placing of new shares	n/a1
International Limited		under specific mandate
(1008)
China Mobile Games and	22 May 2015	Placing of new shares	3.5%
Cultural Investments		under general mandate
Limited (8081)
China Strategic Holdings	20 May 2015	Placing of new shares	2.5%
Limited (235)		under specific mandate
China Netcom Technology	20 May 2015	Top-up placing	3.0%
Holdings Limited (8071)
CIFI Holdings (Group)	19 May 2015	Top-up placing	n/a1
Co. Ltd. (884)
		Minimum:	1.2%
		Maximum:	4.5%
		Average:	2.7%
The Company (1140)	1 June 2015	Placing of new shares	2.0%
		under specific mandate

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

– 23 –

LETTER OF ADVICE FROM INDEPENDENT FINANCIAL ADVISER

Note:

1. The placing commission does not appear to have been disclosed in the relevant announcement by this Comparable. As the net proceeds disclosed in the relevant announcement is arrived at after taking into account various placing related expenses outside of the placing commission such as professional fees, printing charges and/or share registrar charges, we are unable to calculate the placing commission of this Comparable with certainty based on the net proceeds alone.

As illustrated in the table above, the placing commission of the Comparables range from a low of 1.2% to a high of 4.5%, with an average of approximately 2.7%. The Placing Commission of 2% under the Placing Agreement is therefore within the range of the Comparables and below the average thereof, implying that with the same amount of fund raising, the aggregate placing commission (in monetary term) payable under the Placing Agreement would be lower than that based on the average placing commission (in percentage term) of the Comparables.

Given that (i) the analysis on the Comparables above illustrates that the Placing Commission compares favorably with that of the Comparables (either as a whole or only those Comparables involved in placing of new shares under specific mandate); and (ii) the Company has already approached other independent placing agents but only received less enthusiastic feedback from such independent placing agents as discussed in section 2 of this letter, we are of the view that the Placing Commission is fair and reasonable and in the interest of the Company and the Shareholders as a whole.

CONCLUSION

Having considered the above principal factors, we are of the opinion that the terms of the Engagement of OPSL are fair and reasonable and in the interests of the Company and the Shareholders as a whole. In addition, we consider that the Engagement of OPSL is 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 Engagement of OPSL at the EGM.

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

– 24 –

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 of the Latest Practicable Date, the interests and short positions of the Directors and the chief executives of the Company 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 issued
		Number of issued	share capital of
Name of Director	Capacity	Shares interested	the Company
			(Note 1)
Mr. ZHANG Zhi Ping	Interest of controlled	359,800,000	38.22%
(Notes 2 & 3)	corporation
Mr. ZHANG Gaobo	Interest of controlled	359,800,000	38.22%
(Notes 2 & 3)	corporation

Notes:

• (1) The percentage of shareholding was calculated on the basis of the Company’s issued share capital of 941,396,000 Shares as of the Latest Practicable Date.

• (2) This represented 330,000,000 Shares held by OIL, and 29,800,000 Shares held by OPFS.

• (3) OIL is a wholly owned subsidiary of OPFG, while 95% of the issued share capital of OPFS is owned by OPFG. The entire issued share capital of OPFG 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 held by OIL and OPFS.

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APPENDIX

GENERAL INFORMATION

Save as disclosed herein, as of the Latest Practicable Date, none of the Directors and chief executive of the Company had or was deemed to have any interests or short positions 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 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) or which were required, pursuant to section 352 of the SFO, to be entered in the register referred to therein, or which were required pursuant to the Model Code to be notified to the Company and the Stock Exchange.

3. INTERESTS OF SUBSTANTIAL SHAREHOLDERS

Interests and short positions in Shares of substantial shareholders

As of the Latest Practicable Date, so far as is known to the Directors or 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 or 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 issued voting shares of any other member of the Group.

Long positions in the Shares

			Percentage of the
			existing issued
		Number of issued	share capital of
Name of Shareholder	Capacity	Shares held	the Company
			(Note 1)
OIL_(Note 3)_	Beneficial Owner	330,000,000	35.05%
OPFG_(Notes 2 & 3)_	Interest of controlled	359,800,000	38.22%
	corporation
Primus Pacific Partners	Beneficial Owner	83,660,000	8.89%
Investments 2 Ltd_(Note 4)_
Primus Pacific Partners 1 LP	Interest of controlled	83,660,000	8.89%
(Note 4)	corporation
Primus Pacific Partners (GP1) LP	Interest of controlled	83,660,000	8.89%
(Note 4)	corporation
Primus Pacific Partners (GP1)	Interest of controlled	83,660,000	8.89%
Ltd_(Note 4)_	corporation

– 26 –

APPENDIX

GENERAL INFORMATION

			Percentage of the
			existing issued
		Number of issued	share capital of
Name of Shareholder	Capacity	Shares held	the Company
			(Note 1)
Mr. NG Wing Fai_(Note 4)_	Interest of controlled	83,660,000	8.89%
	corporation
Mr. HUAN Guocang_(Note 4)_	Interest of controlled	83,660,000	8.89%
	corporation

Notes:

• (1) The percentage of shareholding was calculated on the basis of the Company’s issued share capital of 941,396,000 Shares as of Latest Practicable Date.

• (2) This represented an aggregate of 330,000,000 shares held by OIL and 29,800,000 shares held by OPFS.

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

• (4) This represented 83,660,000 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 held by PPPI-2.

Save as disclosed above, so far as is known to the Directors or chief executive of the Company, there was no person who, as at the Latest Practicable Date, had an interest or short position in the Shares or 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 issued voting shares of any other member of the Group.

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

• (a) As of the Latest Practicable Date, none of the Directors had any interest, direct or indirect, in any asset which have been since 31 March 2014, the date to which the latest published audited financial statements of the Company were made up, acquired or disposed of by or leased to any member of the Group or are proposed to be acquired or disposed of by or leased to any member of the Group.

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APPENDIX

GENERAL INFORMATION

• (b) As of the Latest Practicable Date, none of the Directors was materially interested in any contract or arrangement entered into by any member of the Group which was subsisting at the date of this circular, and which was significant in relation to the business of the Group.

• (c) As of the Latest Practicable Date, none of the Directors was a director or employee of a company which had an interest or short position in the Shares and underlying Shares of the Company which would fall to be disclosed to the Company and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO.

5. DIRECTORS’ SERVICE AGREEMENT

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

6. EXPERTS AND CONSENTS

The following are the qualifications of the expert who has been named in this circular or has given opinion, letter or advice which are contained in this circular:

		Nature of
Name	Qualification	opinion/letter/advice
Ample Capital	a licensed corporation under	Letter of advice dated 29
Limited	the SFO to carry on Types	June 2015 to the
	4, 6 and 9 (advising on	Independent Board
	securities, advising on	Committee and the
	corporate finance and asset	Independent Shareholders
	management respectively)
	regulated activities

As of the Latest Practicable Date, the Independent Financial Adviser did not have any shareholding interest in any member of the Group or had any right, whether legally enforceable or not, to subscribe for or to nominate persons to subscribe for securities in any member of the Group.

As of the Latest Practicable Date, the Independent Financial Adviser did not have any interest, direct or indirect, in any assets which since 31 March 2014, being the date to which the latest published audited financial statements of the Group were made up, have been acquired or disposed of by or leased to any member of the Group, or were proposed to be acquired or disposed of by or leased to any member of the Group.

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APPENDIX

GENERAL INFORMATION

The Independent Financial Adviser has given and has not withdrawn its written consent to the issue of this circular with the reference to its name and its letter in the form and context in which it appears.

7. MATERIAL ADVERSE CHANGE

The Directors confirm that there has been no material adverse change in the financial or trading position of the Group since 31 March 2014, being the date to which the latest published audited financial statements of the Company were made up.

8. COMPETING INTEREST

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

9. MISCELLANEOUS

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

10. 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 Placing Agreement;

• (c) the letter from the Independent Board Committee to the Independent Shareholders, the texts of which are set out on page 17 of this circular;

• (d) 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 18 to 24 of this circular; and

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

– 29 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

==> 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 :

2. (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

– 30 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

• (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.”

• “ 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.”

• “ 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

– 31 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

Registered office: PO Box 309 Ugland House Grand Cayman, KY1–1104 Cayman Islands

Principal place of business in Hong Kong: 27th Floor, Two Exchange Square 8 Connaught Place Central Hong Kong

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.

– 32 –