Synagistics Limited — Proxy Solicitation & Information Statement 2016

Apr 24, 2016

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.

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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)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of OP Financial Investments Limited (“ Company ”) will be held at 11:00 a.m. on Friday, 13 May 2016 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 resolutions (with or without modifications):

ORDINARY RESOLUTIONS

1. “ THAT

• (i) subject to the granting by the Listing Committee of The Stock Exchange of Hong Kong Limited of the listing of and permission to deal in the shares (“ Shares ”) in the capital of the Company with nominal value of HK$0.10 each to be issued and allotted by the Company under the proposed share option scheme of the Company (the “ Scheme ”), the rules of which are set out in a document submitted to this meeting marked “ A ” and signed for the purpose of identification by the chairman of this meeting, such Scheme be and is hereby approved and adopted as the Company’s share option scheme and the directors of the Company (the “ Directors ”) (or a duly authorized committee thereof) be and are hereby authorized to take all such steps as they may deem necessary, desirable or expedient to carry into effect, waive or amend the Scheme subject to the terms of the Scheme and Chapter 17 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (as amended from time to time); and

• (ii) the Directors be and are hereby authorized to grant options to subscribe for Shares in accordance with the rules of the Scheme, to issue and allot Shares pursuant to the exercise of the options so granted, to administer the Scheme in accordance with its terms and to take all necessary actions incidental thereto as the Directors deem fit.”

• For identification purposes only

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1. “ THAT the terms and conditions of the New Investment Management Agreement (as defined in the Circular) (a copy of which has been produced to this meeting marked “ B ” and initialed by the chairman of this meeting for the purpose of identification) and the Proposed Annual Caps (as defined in the Circular) in relation to the termination of the Existing Investment Management Agreement (as defined in the Circular) with effect from the Commencement Date (as defined in the Circular) and the provision of investment management and administration services by Oriental Patron Asia Limited to the Company for the period from the Commencement Date up to and including 31 March 2019 (“ Continuing Connected Transactions ”) be and are hereby approved and the Directors (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 Proposed 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 Zhang Zhi Ping Chairman

Hong Kong, 25 April 2016

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

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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, 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 (www.hkex.com.hk) and the Company (www.opfin.com.hk) or to telephone the Company’s hotline on (852)2135 0211 for arrangements of the meeting in the event that a No.8 (or above) typhoon or black rainstorm warning is hoisted in Hong Kong on the day of the meeting.

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

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