Synagistics Limited — Proxy Solicitation & Information Statement 2016

Apr 24, 2016

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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)

PROXY FORM

Form of proxy for use by shareholders at the extraordinary general meeting to be held at 11:00 a.m. on Friday, 13 May 2016 at 27th Floor, Two Exchange Square, 8 Connaught Place, Central, Hong Kong

I/We (note a)

of

being the registered holder(s) of (note b) shares of HK$0.10 each in the share capital of OP Financial Investments Limited ( the “ Company ”) hereby appoint the Chairman of the extraordinary general meeting of the Company ( the “ Meeting ”) or of

to act as my/our proxy (note c) at the Meeting to be held at 11:00 a.m. on Friday, 13 May 2016 at 27th Floor, Two Exchange Square, 8 Connaught Place, Central, Hong Kong or any adjournment thereof and to vote on my/our behalf in respect of the resolutions set out in the notice (“ Notice ”) of the Meeting dated 25 April 2016 as directed below.

Please tick (“✔”) in the appropriate boxes to indicate how you wish your vote(s) to be cast on a poll.

		ORDINARY RESOLUTIONSFOR (note d)AGAINST (note d)1.To approve the adoption of a New Share Option Scheme of the Company as describedin the circular of the Company to its shareholders dated 25 April 2016 (the“Circular”).2.To approve the terms and conditions of the New Investment Management Agreement,the related Continuing Connected Transactions and the Proposed Annual Caps asdescribed in the Circular.Dated thisday of2016.Shareholder’s signature xx (notes e, f, g and h)	ORDINARY RESOLUTIONSFOR (note d)AGAINST (note d)1.To approve the adoption of a New Share Option Scheme of the Company as describedin the circular of the Company to its shareholders dated 25 April 2016 (the“Circular”).2.To approve the terms and conditions of the New Investment Management Agreement,the related Continuing Connected Transactions and the Proposed Annual Caps asdescribed in the Circular.Dated thisday of2016.Shareholder’s signature xx (notes e, f, g and h)	ORDINARY RESOLUTIONSFOR (note d)AGAINST (note d)1.To approve the adoption of a New Share Option Scheme of the Company as describedin the circular of the Company to its shareholders dated 25 April 2016 (the“Circular”).2.To approve the terms and conditions of the New Investment Management Agreement,the related Continuing Connected Transactions and the Proposed Annual Caps asdescribed in the Circular.Dated thisday of2016.Shareholder’s signature xx (notes e, f, g and h)	ORDINARY RESOLUTIONSFOR (note d)AGAINST (note d)1.To approve the adoption of a New Share Option Scheme of the Company as describedin the circular of the Company to its shareholders dated 25 April 2016 (the“Circular”).2.To approve the terms and conditions of the New Investment Management Agreement,the related Continuing Connected Transactions and the Proposed Annual Caps asdescribed in the Circular.Dated thisday of2016.Shareholder’s signature xx (notes e, f, g and h)
		.
		2.To approve the terms and conditions of the Nethe related Continuing Connected Transactio			w Investment Management Agreement,ns and the Proposed Annual Caps as
		described in the Circular.
		Dated thisShareholder’s signature x		day of

Notes:

• a Full name(s) and address(es) are to be inserted in BLOCK CAPITALS . The name of all joint registered holders should be stated.

• b Please insert the number of shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares in the capital of the Company registered in your name(s).

• c A proxy need not be a member of the Company. If you wish to appoint some person other than the Chairman of the Meeting as your proxy, please delete the words ‘‘the Chairman of the extraordinary general meeting of the Company (the ‘‘Meeting’’ ) or’’ and insert the name and address of the person appointed in the space provided.

• d IMPORTANT: IF YOU WISH TO VOTE FOR ANY OF THE RESOLUTIONS SET OUT ABOVE, PLEASE TICK (“ ✔ ”) THE BOXES MARKED ‘‘FOR’’. IF YOU WISH TO VOTE AGAINST ANY RESOLUTIONS, PLEASE TICK (“ ✔ ”) THE BOXES MARKED ‘‘AGAINST’’ . If the form returned is duly signed but without specific direction on any of the proposed resolutions, the proxy will vote or abstain at his discretion in respect of all resolutions; or if in respect of a particular proposed resolution there is no specific direction, the proxy will, in relation to that particular proposed resolution, vote or abstain at his discretion. A proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those set out in the notice convening the Meeting.

• e In the case of a joint registered holders of any share, this form of proxy may be signed by any joint registered holder, but if more than one joint registered holder is present at the Meeting, whether in person or by proxy, that one of the joint registered holders whose name stands first on the register of members in respect of the relevant joint holding shall alone be entitled to vote in respect thereof.

• f The form of proxy must be signed by a shareholder, or his attorney duly authorised in writing, or if the shareholder is a corporation, either under its common seal or under the hand of an officer or attorney so authorised.

• g To be valid, this form of proxy together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority must be deposited 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 not later than 48 hours before the time of the Meeting or any adjourned meeting.

• h Any alteration made to this form should be initialled by the person who signs the form. i Completion and return of this form of proxy will not preclude you from attending and voting in person at the Meeting or any adjournment thereof if you so wish.

* For identification purpose only