Synagistics Limited — Proxy Solicitation & Information Statement 2017

Nov 28, 2017

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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)

FORM OF PROXY FOR EXTRAORDINARY GENERAL MEETING TO BE HELD ON 15 DECEMBER 2017 (OR ANY ADJOURNMENT THEREOF)

I/We, (Note 1) of

being the registered holder(s) of (Note 2) shares (the “ Shares ”) of HK$0.10 each in the capital of OP Financial Investments Limited (the “ Company ”), hereby appoint (Note 3) the chairman of the extraordinary general meeting (the “ Meeting ”) of the Company or of

as my/our proxy/proxies to vote and act for me/us and on my/our behalf at the Meeting (or at any adjournment thereof) to be held at 27/F, Two Exchange Square, 8 Connaught Place, Central, Hong Kong on 15 December 2017 at 11:00 a.m. for the purposes of considering and, if thought fit, passing the resolutions set out in the notice convening the Meeting (the “ Notice ”) and at such Meeting (or at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of such resolution as indicated below:

	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS		FOR (Note 4)	AGAINST (Note 4)
1.	To approve the subscription agreement (the “Subscription Agreement I”)
	dated 16 November 2017 entered into between the Company and Wah Hing
	Global Investment Limited in relation to the subscription of 350,000,000 new
	Shares (the “Subscription Shares I”)		and the transactions contemplated
	thereunder, and the granting	of a specific		mandate to the directors of the
	Company to allot and issue the Subscription Shares I				pursuant to the terms
	and conditions set out in the Subscription Agreement I
2.	To approve the subscription agreement		(the “Subscription Agreement II”)
	dated 16 November 2017 entered into between the Company and The
	People’s Insurance Company	(Group) of China Limited in relation to the
	subscription of 25,000,000 new	Shares (the “Subscription Shares II”) and the
	transactions contemplated thereunder, and the granting of a specific mandate
	to the directors of the Company to allot		and issue the		Subscription Shares II
	pursuant to the terms and conditions set		out in the Subscription Agreement II
3.	To approve the subscription agreement		(the “Subscription Agreement III”)
	dated 16 November 2017 entered into between the Company and Full House
	Investment Limited in relation to the subscription of 350,000,000 new Shares
	(the “**Subscription Shares **	III”) and the transactions contemplated
	thereunder, and the granting	of a specific		mandate to the directors of the
	Company to allot and issue the Subscription Shares IIII pursuant to the terms
	and conditions set out in the Subscription Agreement III
4.	To approve the subscription agreement		(the “Subscription Agreement IV”)
	dated 16 November 2017 entered into between the Company and CMBI SPC
	— Special Opportunities Fund Segregated Portfolio in relation to the
	subscription of 15,000,000 new Shares (the			“Subscription Shares IV”) and
	the transactions contemplated thereunder, and the granting of a specific
	mandate to the directors of the Company to allot and				issue the Subscription
	Shares IV pursuant to the terms and conditions set out in the Subscription
	Agreement IV

Signature (Notes 5 to 11) :

Dated

, 2017.

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS .

2. Please insert the number of Shares registered in your name(s) and to which this form of proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the Shares in the share capital of the Company registered in your name(s).

3. 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 (the “ Meeting ”) of the Company or” and insert the name and address of the person appointed in the space provided. A member of the Company entitled to attend and vote at the Meeting is entitled to appoint in written form one or, if he is the holder of two or more Shares, more proxies to attend and vote instead of him.

4. 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 of the resolutions set out above, please tick (“✓”) the boxes marked “Against”. If you wish to vote only part of the number of Shares in respect of which the proxy is so appointed, please state the exact number of Shares in lieu of tick (“✓”) in the relevant box. 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/her 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/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting.

5. In the case of joint holders of Shares, any one of such joint holders may vote, either in person or by proxy, in respect of such Shares as if he/she were solely entitled thereto, but if more than one of such joint holders are present at the Meeting personally or by proxy, then one of the said persons so present whose name stands first on the register in respect of such Shares shall alone be entitled to vote in respect thereof.

6. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his/her attorney duly authorised in writing, or if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorised.

7. In order to be valid, the form of proxy must be in writing under the hand of the appointor or of his/her attorney duly authorised in writing, or if the appointor is a corporation, either under seal, or under the hand of an officer or attorney duly authorised, and must be deposited with the Company’s branch share registrar and transfer office in Hong Kong (the “ Hong Kong Share Registrar ”), Tricor Abacus Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time of the Meeting (i.e. at or before 11:00 a.m. on 13 December 2017 (Hong Kong time)) or any adjournment thereof.

8. In order to qualify for attending the Meeting or any adjournment thereof, all transfers of Shares accompanied by the relevant share certificates must be lodged with the Hong Kong Share Registrar at the above address by no later than 4:30 p.m. on 13 December 2017.

9. Completion and delivery of an instrument appointing a proxy should not preclude a member from attending and voting in person at the Meeting or any adjournment thereof and in such event, the instrument appointing a proxy shall be deemed to be revoked.

10. Any alteration made to this form should be initialled by the person(s) who sign(s) the form. 11. All times and dates specified herein refer to Hong Kong local times and dates.

11. For identification purpose only