Synagistics Limited — Proxy Solicitation & Information Statement 2017

Mar 13, 2017

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional advisers.

If you have sold or transferred all your Shares, you should at once hand this circular together with the enclosed form of proxy to the purchaser or transferee or to the bank, licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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.

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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)

ISSUE OF UNLISTED WARRANTS PURSUANT TO SPECIFIC MANDATE RE-ELECTION OF DIRECTORS AND NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the EGM to be held at 27/F, Two Exchange Square, 8 Connaught Place, Central, Hong Kong, at 11:00 a.m. on Thursday, 30 March 2017 is set out on pages 22 to 24 of this circular. Whether or not you intend to attend the EGM, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company’s branch share registrar 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 less than 48 hours before the time of the EGM (i.e., at or before 11:00 a.m. on Tuesday, 28 March 2017 (Hong Kong time)), or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish and in such event, the form of proxy will be deemed to be revoked.

13 March 2017

* For identification purpose only

CONTENTS

		Page
DEFINITIONS	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
**LETTER FROM **	THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
APPENDIX	— DETAILS OF THE DIRECTORS TO BE RE-ELECTED . . . .	19
NOTICE OF EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		22

DEFINITIONS

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

• “associate(s)”

• has the meaning ascribed thereto in the Listing Rules

• “Board”

• the board of Directors

• “Business Day(s)”

• a day (other than a Saturday) on which licensed banks are open for business in Hong Kong

• “Company”

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

• “Completion”

• completion of the grant of the Warrants pursuant to the Consultancy Agreement

• “connected person(s)”

• has the meaning ascribed thereto in the Listing Rules

• “Consultancy Agreement”

• the consultancy service agreement dated 13 January 2017 (as supplemented by a supplemental agreement dated 13 March 2017) entered into between the Company and the Consultant in respect of the consultancy services to be provided by the Consultant

• “Consultant”

• Magopt Ltd., a company incorporated in the British Virgin Islands with limited liability, the service provider under the Consultancy Agreement and the proposed allottee of the Warrants

• “Directors”

• directors of the Company

• “EGM”

• the extraordinary general meeting of the Company to be convened at 27/F, Two Exchange Square, 8 Connaught Place, Central, Hong Kong on Thursday, 30 March 2017 at 11:00 a.m., or any adjournment thereof, for considering and, if thought fit, to approving the matters mentioned in this circular

• “Group”

• the Company and its subsidiaries

• “Hong Kong”

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

– 1 –

DEFINITIONS

• “Last Trading Date”

• “Latest Practicable Date”

• “Listing Committee”

• “Listing Rules”

• “SFO”

• “Share(s)”

• “Shareholder(s)”

• “Stock Exchange”

• “Subscription Price”

• “Target Investments”

• “Warrant(s)”

• “Warrant Share(s)”

• “HK$”

• “%”

• 13 January 2017, being the last trading day of the Shares on which the Consultancy Agreement was entered into

• 10 March 2017, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information for inclusion in this circular

• the Listing Committee of the Stock Exchange

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

• Securities and Futures Ordinance, Cap 571 of the Laws of Hong Kong

• ordinary share(s) with nominal value of HK$0.10 each in the share capital of the Company

• shareholders of the Company

• The Stock Exchange of Hong Kong Limited

• HK$2.20 (subject to adjustment), being the initial subscription price per Warrant Share at which the holder of each Warrant may subscribe for the Warrant Shares

• investments to be acquired and captured by the Company with the Consultant’s assistance, which should be subject to the confirmation of the Company and the Consultant

• a total of 202,553,560 unlisted warrants to be issued by the Company at the Subscription Price, each conferring rights entitling its holder(s) to subscribe for up to 202,553,560 Warrant Shares at the Subscription Price

• the new Shares to be issued by the Company upon exercise of the subscription rights attaching to the Warrants

• Hong Kong dollars, the lawful currency of Hong Kong

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:

Mr. Zhang Zhi Ping (Chairman) Mr. Zhang Gaobo (chief executive officer) Dr. Liu Zhiwei (President) Mr. Zhang Weidong

Non-executive Directors:

Registered office:

P.O. Box 309GT Ugland House South Church Street George Town Grand Cayman Cayman Islands

Dr. Wu Zhong

Independent non-executive Directors:

Mr. Kwong Che Keung, Gordon Professor He Jia Mr. Wang Xiaojun

Head office and principal place of business in Hong Kong: 27th Floor, Two Exchange Square 8 Connaught Place, Central Hong Kong

13 March 2017

To the Shareholders

Dear Sir or Madam,

ISSUE OF UNLISTED WARRANTS PURSUANT TO SPECIFIC MANDATE RE-ELECTION OF DIRECTORS AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide you with information in relation to the Consultancy Agreement and the proposed issue of the Warrants pursuant thereto, the re-election of certain Directors and to give you the notice of the EGM.

* For identification purpose only

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LETTER FROM THE BOARD

2. THE CONSULTANCY AGREEMENT

As disclosed in the Company’s announcement dated 13 January 2017, the Company has entered into the Consultancy Agreement with the Consultant pursuant to which the Consultant shall provide certain consultancy services to the Company in consideration of and in exchange for the conditional grant by the Company of 202,553,560 Warrants to the Consultant.

Saved as disclosed in this circular, the Company had not entered into any agreement or other form of cooperation with the Consultant as at the Latest Practicable Date.

The principal terms and conditions of the Consultancy Agreement are set out as follows:

Date : 13 January 2017 (as supplemented by a supplemental agreement dated 13 March 2017)

Parties :

(1) the Company; and (2) the Consultant.

To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, the Consultant and its ultimate beneficial owners are third parties independent of and not connected with the Company and its connected persons.

Consultancy services to be provided

Pursuant to the Consultancy Agreement, the Consultant shall assist the Company in acquiring and capturing investment opportunities, in the negotiation for achieving better investment terms and gains on investments.

As part of the Consultant’s services under the Consultancy Agreement, the Company may from time to time set up investment entities in the form of limited partnerships for its investment in the Target Investments. The Consultant may be appointed as the general partner of such investment entities, while the Company will hold its investment in these investment entities as limited partner. It is expected that, save for the Warrants to be granted under the Consultancy Agreement, the Consultant will not be entitled to receive any other fee or reimbursement whatsoever from the Group, in its capacity as a general partner of these investment entities. The relationship between the Consultant and the Company for the managing of each Target Investment shall be governed by the respective partnership agreements to be entered into between the Consultant, the Company and/or the other investors of the Target Investment.

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LETTER FROM THE BOARD

Consideration

Pursuant to the Consultancy Agreement, in consideration and in exchange for the services to be provided by the Consultant, the Company has conditionally agreed to issue to the Consultant on Completion a total of 202,553,560 Warrants, carrying the right to subscribe for an aggregate of 202,553,560 Warrant Shares. No other issue price (monetary or otherwise) shall be payable by the Consultant for the issue of the Warrants other than for the services to be provided by the Consultant.

Each Warrant carries the right to subscribe for one Warrant Share at the Subscription Price of HK$2.20. The Warrants will rank pari passu in all respects among themselves.

The consideration for the consultancy services (being the aggregate issue price for the Warrants) and the Subscription Price have been determined by the parties based on negotiations among the parties on arm’s length basis taken into account the following factors:

• (1) the Company will not be required to make any cash payment to compensate the Consultant for the provision of the consultancy services;

• (2) under the terms and conditions of the Warrants, the Warrants are not transferable. As such, the Consultant would not be able to dispose of any of the Warrants unless the Company agrees to amend the relevant terms and conditions of the Warrants and such amendment is sanctioned by the holders of the Warrants. The Warrants are also not expected to have liquid market as they are unlisted warrants;

• (3) the Shares have been traded on the Stock Exchange at a high level since October 2015. The closing price of the Share as quoted on the Stock Exchange on the Last Trading Day was at a significant premium of approximately 53.85% over the net asset value of the Company per Share of approximately HK$1.43 as at 31 December 2016;

• (4) the Subscription Price is at a significant premium of approximately 9.45% over the closing price of the Share as quoted on the Stock Exchange on the Last Trading Day;

• (5) the Warrants put the interests of the Consultant in line with the future share price performance of the Company, which, to a certain extent, is related to the quality and success of the Target Investments. The Warrants serve as an incentive for the Consultant to promote the value of the Company by introducing and procuring investment opportunities of higher quality and investment return to the Company in the course of services of the Consultant in the future; and

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LETTER FROM THE BOARD

• (6) the exercise of the subscription rights attaching to the Warrants is conditional and subject to the performance results of the Consultant’s services, as more particularly disclosed in the paragraph headed “Principal terms of the Warrants – Subscription period and conditions for the exercise of the Warrants” below.

The Company did not take into account the valuation of the Warrants in determining the issue price and the Subscription Price because the theoretical value of the Warrants has been determined, among other factors, the existing Share market price of the Shares and the historical volatility thereof, and the historical dividend yield of the Company, but it does not take into account the nature of the Warrants as payment of consideration for the future services of the Consultant, and nor does it take into account the key terms of the Warrants such as the unlisted nature of the Warrants, the restrictions on the transfer of the Warrants and the performance-based pre-conditions for the exercise of the subscription rights attaching to the Warrants. In addition, it is also consistent with the Directors’ observation that it is not common in Hong Kong capital market for using the theoretical value as pricing benchmark for the issue of unlisted warrants.

Based on the above and taking into account the reasons for and benefit from the Consultancy Agreement as referred to in the paragraph headed “Reasons for and benefit from the Consultancy Agreement” below, the Directors are of the opinion that the terms of the Consultancy Agreement and the Warrants (including the consideration and the Subscription Price) to be fair and reasonable and in the interests of the Company and the Shareholders as a whole.

Conditions precedent

The Consultancy Agreement and the Completion are subject to the fulfillment of the following conditions:

• (i) if required, the Listing Committee having approved the issue of the Warrants either unconditionally or subject to such conditions to which both the Company and Consultant shall reasonably accept;

• (ii) the Listing Committee having granted the listing of, and permission to deal in, the Warrant Shares either unconditionally or subject to such conditions to which both the Company and the Consultant shall reasonably accept, and such permission and listing not subsequently being revoked or withdrawn prior to Completion; and

• (iii) the Company having obtained, without prejudice to conditions (i) and (ii) above, all necessary consent and approval in respect of the issue of the Warrants.

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LETTER FROM THE BOARD

In respect of (iii) above, the Company will convene the EGM for the Shareholders to consider and, if thought fit, to approve the resolution approving the Consultancy Agreement and the transactions contemplated thereunder (including the grant of the Warrants to the Consultant) and the grant of a specific mandate to issue the Warrant Shares to the Subscriber pursuant to the terms provided therein.

None of the above conditions may be waived by any party. In the event that any of the conditions referred to above is not fulfilled in full at or before 5:00 p.m. on 31 March 2017 (or such later date and time as may be agreed between the Company and the Consultant), the Consultancy Agreement shall cease and determine, and neither party shall have any obligations and liabilities thereunder save for any antecedent breaches of the provisions thereof.

Completion

Completion will take place within 5 working days from the date on which all of the conditions as referred to in the paragraph headed “Conditions precedent” above are fulfilled.

Principal terms of the Warrants

Number of Warrants: 202,553,560 Warrants

Issue price:

The Warrants will be issued to the Consultant in consideration of and in exchange for the consultancy services to be provided by the Consultant under the Consultancy Agreement

Number of Warrant Shares issuable:

As at the Latest Practicable Date, the Company has a total of 1,897,396,000 Shares in issue. Assuming that there will be no further changes in the issued share capital of the Company prior to the exercise of the subscription rights attaching to the Warrants, upon exercise in full of the subscription rights attaching to the Warrants, a maximum of 202,553,560 Warrant Shares will be issued, representing approximately 10.68% of the issued share capital as at the Latest Practicable Date, and approximately 9.65% of the total number of Shares in issue as enlarged by the allotment and issue of the Warrant Shares.

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LETTER FROM THE BOARD

Subscription Price:

Subject to adjustments, the Subscription Price is HK$2.20 per Warrant Share, representing:

• (i) approximately 85.60% to the closing price of HK$2.57 per Share as quoted on the Stock Exchange on the Latest Practicable Date;

• (ii) a premium of approximately 9.45% over the closing price of HK$2.01 per Share as quoted on the Stock Exchange on the Last Trading Day;

• (iii) a premium of approximately 6.59% over the average of the closing price of Shares as quoted on the Stock Exchange for the last five consecutive trading days prior to the Last Trading Day of approximately HK$2.064; and

• (iv) a premium of approximately 3.48% over the average closing price of the Shares as quoted on the Stock Exchange for the last ten consecutive trading days prior to the Last Trading Day of approximately HK$2.126.

Adjustments to the Subscription Price:

The Subscription Price will be subject to adjustments in the following events:

• (i) an alteration of the nominal amount of each Share by reason of any consolidation or subdivision;

• (ii) an issue (other than pursuant to a scrip dividend scheme in lieu of a cash dividend) by the Company of Shares credited as fully paid by way of capitalisation of profits or reserves (including any share premium account or capital redemption reserve fund); and

• (iii) a capital distribution being made by the Company, whether on a reduction of capital or otherwise, to Shareholders (in their capacity as such), or a grant to such Shareholders rights to acquire for cash assets of the Group,

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LETTER FROM THE BOARD

provided that no adjustment shall be made to the Subscription Price in any case so that the Subscription Price would be less than the nominal value of a Share.

The Directors consider that the above are normal anti-dilutive adjustments events.

• Subscription period and conditions for the exercise of the Warrants:

The Consultant may exercise the subscription rights attaching to the Warrants during the period (the “ Subscription Period ”) commencing from the date of issue of the Warrants and ending on the date falling the 5th anniversary after the date of issue of the Warrants (the “ Subscription Period End Date ”) on and subject to the following conditions:

• (i) in respect of each of the first four financial years of the Company during the Subscription Period (the first of which commencing from 1 April 2017), 40,510,712 Warrants (being 20% of the total Warrants to be issued under the Consultancy Agreement) may be exercised by the Consultant (in whole but not in part) within one month after the date of approval of the financial statements of the Company for the relevant financial year at the annual general meeting of the Shareholders (but in any event before the Subscription Period End Date) if (a) the internal rate of return for the Target Investments for that financial year shall be not less than 38%, and (b) the return on investment of the Target Investments for that financial year shall be not less than HK$226 million;

• (ii) in respect of the first six months of the fifth financial year of the Company during the Subscription Period, 40,510,712 Warrants (being 20% of the total Warrants to be issued under the Consultancy Agreement) may be exercised by the Consultant (in whole but not in part) within one month after the publication by the Company of the preliminary results announcement of the Group for that six-month period (but in any event before the Subscription Period End Date) if (a) the internal rate of return for the Target Investments for that six-month period shall be not less than 38%, and (b) the return on investment of the Target Investments for that six-month period shall be not less than HK$226 million; and

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LETTER FROM THE BOARD

• (iii) all the outstanding Warrants may be exercised by the Consultant during the exercise period as referred to in (i) (or, as the case may be) (ii) above (but in any event before the Subscription Period End Date) if the aggregate return on investment of the Target Investments during the relevant financial year(s)/six-month period since the date of Completion has reached HK$1,130 million.

The above conditions for the exercise of the subscription rights attaching to the Warrants, including the minimum requirements on the internal rate of return and the monetary amount of the return on investment of the Target Investments, have been determined after arm’s length commercial negotiations between the Company and the Consultant, taking into account the Company’s expectation and minimum requirement from the Consultant in introducing investment opportunities with significant growth potential (which is represented by the 38% internal rate of return from the Target Investments) and meaningful size (which is represented by the monetary amount of the return on investment of the Target Investments of not less than HK$226 million in each financial year/six-period or HK$1,130 million in aggregate). The above conditions ensure that the Consultant shall make substantial contribution to the Company before the subscription rights of the Warrants can be exercised by the Consultant, and the dilutive effect of the Warrant Shares on the Shareholders’ holdings in the Company and the costs of the Warrants on the financial results of the Company would be significantly compensated by the competitive performance and investment return from the Target Investments.

In the course of preparation for the audited or (as the case may be) the reviewed unaudited financial statements of the Company for each financial year or (as the case may be) the first six-month period, the Target Investments will be appraised by the Company’s auditors or independent valuer. In determining the internal rate of return and the monetary amount of return on investment attributable to the Target Investments:

• (a) the fair value of these Target Investments so appraised will be deemed to be cash inflow of the Company as if the Target Investments were disposed of at the end of such financial year/period at such fair value;

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LETTER FROM THE BOARD

• (b) all cash flows shall be recorded in Hong Kong dollars using the spot exchange rate when the cash flow occurs;

• (c) all the investment costs (including but not limited to expenses incurred in achieving the investments such as legal and other expenses on due diligence exercise, transaction documentation and tax) shall be counted towards investment cash outflow; and

• (d) all the receipts associated with the Target Investments, such as dividends, interests, rebates, return of capital, proceed from full or partial disposal of the Target Investments, shall be counted towards cash inflow.

The monetary amount of the return on investments shall be determined by the net amount of the cash inflow attributable to the Target Investments during the relevant financial year/period, while the internal rate of return shall represent the discount rate that makes the net present value of all net cash flows from the Target Investments equal to zero.

The Consultant shall not be entitled to exercise the subscription rights attaching to the Warrants to the extent that immediately after such exercise:

• (i) there will not be sufficient public float of the Shares as required under the Listing Rules; or

• (ii) the Consultant whether alone or together with parties acting in concert with it would be obliged to make a general offer under the Hong Kong Code on Takeovers and Mergers in force from time to time.

Nullification

All outstanding Warrants will be nullified and ceased to have effect:

• (i) the Company fails to achieve and complete any Target Investment with the Consultant’s assistance within the period commencing from the Completion and ending on 31 March 2018;

• (ii) upon expiry of the Subscription Period; or

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LETTER FROM THE BOARD

• (iii) the Company is unable to issue the Warrant Shares pursuant to the applicable laws or the Listing Rules.

• Transferability of the Warrants

The Warrants shall not be transferrable.

• Ranking of the Warrant Shares:

• The Warrant Shares, when issued and fully paid, will rank pari passu in all respects with the existing Shares then in issue as at the date of allotment and issue of the Warrant Shares.

• Voting rights of the Warrants:

A holder of the Warrants will not be entitled to any right to attend or vote at any meeting of the Company by virtue of it being a holder of the Warrants. The holder of the Warrants shall not have any right to participate in any distribution and/or offers of further securities made by the Company.

• Rights of holder(s) of Warrants during the Subscription Period on winding up:

• If an effective resolution is passed during the Subscription Period for the voluntary winding up of the Company, and such winding up is for the purpose of reconstruction or amalgamation pursuant to a scheme of arrangement to which the holder is a party, or in conjunction with which a proposal is made to the holder(s) of the Warrants and is approved by special resolutions of the holders, the terms of such scheme of arrangement or proposal shall be binding on the holder(s) of the Warrants.

Subject to the foregoing, if the Company is wound up, all subscription rights attaching to the Warrants which have not been exercised at the date of passing of such resolution shall lapse.

Listing:

Application will be made to the Listing Committee for the listing of, and permission to deal in, the Warrant Shares. No listing of the Warrants will be sought on the Stock Exchange or any other stock exchanges.

Reasons for and benefits from the Consultancy Agreement

The Company 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.

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LETTER FROM THE BOARD

The Consultant is owned by Mr. Liu Yu and Mr. Liu Yi, who are also its directors. Mr. Liu Yu is the founder and chairman of Hangzhou (China) Magsun Investment Co., Ltd. (“ Magsun ”) and Mr. Liu Yi is the co-founding partner & president of Magsun. Magsun has an excellent management team which is specializing in strategic streamlining the companies in traditional industry and reforming their working process through the application of internet instruments, which will substantially increase their operation efficiency. Magsun’s achievements included its strategic participation in the development of a number of the listed companies that involved in various industrial chains and, with such listed companies as the market leaders, completed the overall planning of industrial chain upgrade by way of consolidation, merge and acquisition, fund incubation, internet upgrade for traditional businesses.

One of the current focused areas for investment of the Company is industries whose efficiency can be greatly improved by the use of Internet technology. The Company has been strengthening its capability in direct investment resolutions and striving to initiate in-depth cooperation with more industry leaders. The Directors believes that leveraging on the experience and expertise of the core management team of the Consultant led by Mr. Liu Yu and Mr. Liu Yi, and the services to be provided by the Consultant, the Company will be able to identify the growth potential in traditional industries from the perspective of emerging industries, thus able to grasp favorable investment opportunities. Such investments made by the Company will contribute to the increment in value of invested companies, as well as generating positive investment returns for the Company. As such, each of investing parties involved will be benefited from the win-win scenario so created.

The Warrants and the subscription rights attaching thereto are based on performance results of the Target Investments, which in turn depend on the performance of the Consultant in providing its services under the Consultancy Agreement. The purpose of compensating the Consultant in the form of the Warrants is to put the interests of the Consultant in line with the future share price performance of the Company, which, to a certain extent, ties up with the quality and successfulness of the Target Investments from the Consultant. By granting non-transferrable Warrants (rather than issuing Shares directly) to the Consultant as consideration for its services so that the Consultant is required to pay for the Subscription Price (which was at a premium over the prevailing market price of the Shares as at the Last Trading Date) upon exercise of the subscription rights attaching to the Warrants, and by imposing conditions for the exercise of the subscription rights attaching to the Warrants, the Consultant would only be able to benefit from the Warrants if the conditions are fulfilled and the Share price goes beyond the Subscription Price. As such, the grant of the Warrants encourages the Consultant to introduce and procure investment opportunities to the Company with higher quality and investment returns, and requires the Consultant to secure a substantial monetary amount of return and a competitive internal investment return from the Target Investments which, in turn, bring substantial positive effects to the financial performance of the Company and thus the value of the Shares and the Warrants.

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LETTER FROM THE BOARD

The Directors consider that the Consultancy Agreement was entered into on normal commercial terms after arm’s length negotiations between the Company and the Consultant and that the terms of the Consultancy Agreement are fair and reasonable so far as the interests of the Company and its Shareholders as a whole are concerned.

Use of proceeds

Assuming the full exercise of the subscription rights attaching to the Warrants at the Subscription Price, it is expected that an additional gross amount of HK$446 million will be raised. The net proceeds (after deduction of all related expenses) of approximately HK$446 million will be used as the general working capital of the Company and for future investment pursuant to the investment objectives of the Company.

Fund raising activities during the past twelve months

The Company has conducted the following fund raising activity in the past twelve months from the Latest Practicable Date:

Date(s) of	Fund raising	Net proceeds	Intended use	Actual use of
announcement(s)	activity	raised	of proceeds	proceeds
12 December 2016,	Placing of	Approximately	For the general	The net
29 December 2016,	56,000,000	HK$107,016,000	working	proceeds are
5 January 2017 and	new Shares		capital of the	kept with a
12 January 2017	at HK$1.95		Company	bank as
	per Share			deposit

The Company confirms that all funds raised from the fund-raising activity mentioned above will be applied as intended.

Save as disclosed above, there has been no other fund-raising activities conducted by the Company during the past twelve months immediately prior to the Latest Practicable Date.

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LETTER FROM THE BOARD

Changes in the shareholding structure of the Company

As at the Latest Practicable Date, the Company has 1,897,396,000 Shares in issue. The shareholding structure of the Company (i) as at the Latest Practicable Date; and (ii) immediately after the full exercise of the subscription rights attaching to the Warrants (assuming that there will be no further changes in the issued share capital of the Company prior to such exercise and no adjustment to the Subscription Price) are as follows:

Oriental Patron Financial Group Limited (“OPFGL”)(Note 2) Liu Zhiwei (Note 3) Bestone Asset Management Co., Ltd. (“Bestone Asset Management”)(Note 4) Yang Fuyi Grand Link Finance Limited (“GLFL”) (Note 5) Geng Shuanghua Consultant Other public Shareholders Total:	As at the Latest Practicable Date No. of Shares Approximate % 359,800,000 18.96 182,330,000 9.61 169,068,000 8.91 163,574,500 8.62 158,244,000 8.34 106,100,000 5.59 – – 758,279,500 39.97 1,897,396,000 100.00	Immediately after the full exercise of the subscription rights attaching to the Warrants (Note 1) No. of Shares Approximate % 359,800,000 17.13 182,330,000 8.68 169,068,000 8.05 163,574,500 7.79 158,244,000 7.54 106,100,000 5.05 202,553,560 9.65 758,279,500 36.11 2,099,949,560 100.00	Immediately after the full exercise of the subscription rights attaching to the Warrants (Note 1) No. of Shares Approximate % 359,800,000 17.13 182,330,000 8.68 169,068,000 8.05 163,574,500 7.79 158,244,000 7.54 106,100,000 5.05 202,553,560 9.65 758,279,500 36.11 2,099,949,560 100.00
			100.00

Notes:

1. Assuming there is no change in the issued share capital of the Company from the Latest Practicable Date up to the date of allotment and issue of Warrant Shares.

2. This represented an aggregate of 330,000,000 Shares held by Ottness Investments Limited (“ OIL ”) and 29,800,000 Shares held by Oriental Patron Financial Services Group Limited (“ OPFSGL ”). OIL is a wholly owned subsidiary of OPFGL, while 95% of the issued share capital of OPFSGL is owned by OPFGL. The issued share capital of OPFGL 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 of the Company held by OIL and OPFSGL.

3. An executive Director and the president of the Company.

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LETTER FROM THE BOARD

1. This represented the 170,000,000 Shares held by Bestone Asset Management. Ms. Wang Juan (“ Ms. Wang ”) owns 100% of the issued share capital in 21st Century Champion Limited (“ 21st Century Champion ”) while 21st Century Champion owns 100% of the issued share capital in Bestone Asset Management. By virtue of the SFO, each of Ms. Wang and 21st Century Champion is deemed to be interested in the Shares held by Bestone Asset Management.

2. This represented the 158,244,000 Shares held by GLFL. Mr. Wang Delian (“ Mr. Wang ”) owns 100% of the issued share capital in GLFL. By virtue of the SFO, Mr. Wang is deemed to be interested in the Shares held by GLFL.

Listing Rules implications

The Directors have been granted by the Shareholders a general mandate (the “ General Mandate ”) by the resolution of the Shareholders passed at the annual general meeting of the Company held on 31 August 2016, pursuant to which the Directors have been authorized to allot and issue up to 368,279,200 Shares.

Under Rule 13.36 of the Listing Rules, where the general mandate is used for placing of securities, the securities cannot be issued at a discount of 20% or more to the market price of the securities. Nevertheless, according to the listing decision HKEx-LD90-2015, in respect of issue of warrants, given the nature of warrants where there is a time gap between the setting of the exercise price of the warrants and when (and if) the warrants are exercised, the issuer must ensure that the warrants are properly priced to compensate its shareholders for the fair value of the warrants. A placing of warrants may be conducted under general mandate only if the issuer can demonstrate that the warrants are issued at, or approximate, their fair value.

As the Warrants will be issued by the Company in consideration and in exchange for the consultancy services to be provided by the Consultant under the Consultancy Agreement, rather than at the fair value of the Warrants, the Warrants cannot be issued under the General Mandate. Accordingly, the Consultancy Agreement and the transaction contemplated thereunder (including the issue of the Warrants and the Warrant Shares pursuant to the exercise thereof) shall be subject to the Shareholders’ approval requirement under Rule 13.36(1) of the Listing Rules. So far as the Directors are aware of having made all reasonable enquiries, none of the Shareholders as at the Latest Practicable had a material interest in the Consultancy Agreement and the transactions contemplated thereunder and were required to abstain from voting on the resolution(s) to be proposed at the EGM for approving the Consultancy Agreement and the transactions contemplated thereunder (including the issue of the Warrants and the Warrant Shares pursuant to the exercise thereof).

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LETTER FROM THE BOARD

The Directors confirm that the issue of the Warrants will comply with the applicable laws and regulations in Hong Kong (including the Listing Rules). In particular, pursuant to Rule 15.02(1) of the Listing Rules, the Warrant Shares to be issued on exercise of the subscription rights attaching to the Warrants must not, when aggregated with all other equity securities remain to be issued on exercise of any other subscription rights, if all such rights were immediately exercised, whether or not such exercise is permissible, exceed 20% of the total number of Shares in issue at the time the Warrants are issued. Options granted under share option schemes which comply with Chapter 17 of the Listing Rules are excluded for the purpose of this limit. In addition, under Rule 15.02(2) of the Listing Rules, such Warrants must expire not less than one and not more than five years from the date of issue or grant, and must not be convertible into further rights to subscribe for securities which expire less than one year or more than five years after the date of issue or grant of the Warrants.

As at the Latest Practicable Date, other than options granted by the Company under its share option scheme which complies with Chapter 17 of the Listing Rules, the Company does not have any securities with subscription rights outstanding and not yet exercised. Assuming that there will be no further changes in the issued share capital of the Company prior to the exercise of the subscription rights attaching to the Warrants, upon exercise in full of the subscription rights attaching to the Warrants, a maximum of 202,553,560 Warrant Shares will be issued, representing approximately 10.68% of the issued share capital as at the Latest Practicable Date, and approximately 9.65% of the total number of Shares in issue as enlarged by the allotment and issue of the Warrant Shares. Besides, the Subscription Period will commence from the date of issue of the Warrants and will end on the date falling the 5th anniversary after the date of issue of the Warrants, and the Warrants will not be convertible into any further rights to subscribe for securities which expire less than one year or more than five years after the date of issue or grant of the Warrants. Accordingly, the issue of the Warrants is in compliance with Rules 15.02(1) and 15.02(2) of the Listing Rules.

3. RE-ELECTION OF DIRECTORS

Pursuant to article 106 of the Articles, any Director appointed by the Board either to fill a casual vacancy or as an additional Director shall hold office until the next general meeting of the Company and shall then be eligible for re-election at that meeting. By virtue of article 106 of the Articles. Mr. Zhang Weidong and Dr. Wu Zhong, who were appointed by the Board as Directors on 10 February 2017, will hold office until the EGM and being eligible, will offer themselves for re-election as Directors at the EGM.

Biographical information of Mr. Zhang Weidong and Dr. Wu Zhong is set out in the Appendix to this circular.

4. EGM

The EGM will be convened and held at 27/F, Two Exchange Square, 8 Connaught Place, Central, Hong Kong at 11:00 a.m. on Thursday, 30 March 2017 for the purpose of

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LETTER FROM THE BOARD

considering and, if thought fit, approving the Consultancy Agreement and the transactions contemplated thereunder (including the issue of the Warrants and the Warrant Shares pursuant to the exercise thereof).

A notice convening the EGM is set out on pages 22 to 24 of this circular. A form of proxy for use at the EGM is enclosed herewith. Whether or not you are able to attend the EGM in person, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company’s branch share registrar 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 less than 48 hours before the time of the EGM (i.e., at or before 11:00 a.m. on Tuesday, 28 March 2017 (Hong Kong time)), or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish and in such event, the form of proxy shall be deemed to be revoked.

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll. Accordingly, the resolutions proposed at the EGM will be taken by way of poll. An announcement on the poll results will be made by the Company after the EGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

5. RECOMMENDATION

The Directors consider that the resolutions as set out in the notice of the EGM are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of these resolutions.

6. GENERAL

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 supplemental circular misleading.

The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.

Yours faithfully, For and on behalf of the Board OP Financial Investments Limited Zhang Gaobo

Executive Director & CEO

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APPENDIX DETAILS OF THE DIRECTORS TO BE RE-ELECTED

The following sets out the biographical information of the Directors to be re-elected at the EGM:

Mr. Zhang Weidong

Mr. Zhang Weidong (“ Mr. Zhang ”), aged 52, holds a master degree in Economics from Renmin University, a diploma of Programme for Management Development of Harvard Business School and held a fellowship from Columbia University in New York.

Mr. Zhang has joined the Company as the deputy chief executive officer of the Company since January 2008. He is currently one of the members of the investment committee of the Company and a director of Kazakhstan Development Limited, an indirect wholly owned subsidiary of the Company. He is also the general manager of Jin Dou Development Fund, L.P., a joint venture investee of China Investment Corporation and the Company. Mr. Zhang has over 12 years’ experience in the operation and management of commercial banking, during which he worked in the international business department of Industrial and Commercial Bank of China Limited (“ ICBC ”) with final position level as departmental deputy general manager of the Head Office, including 3 years in ICBC Almaty Branch, where he was in charge of treasury, credit lending and office operations. Moreover, Mr. Zhang has 17 years’ experience of investment banking and investment industries in Hong Kong, served as executive director of ICEA Finance Group (the investment banking arm of ICBC) and managing director of Alpha Alliance Finance Holdings, responsible for corporate finance and sales department respectively. He has been appointed as an independent non-executive director of each of ZZ Capital International Limited (stock code: 8295) whose shares are listed on the growth enterprise market board of the Stock Exchange and Tianjin Port Development Holdings Limited (stock code: 3382) whose shares are listed on the main board of the Stock Exchange.

As at the Latest Practicable Date, Mr. Zhang held 7,000,000 share options of the Company.

Mr. Zhang entered an appointment letter with the Company on 10 February 2017 for a period of three years commencing from 10 February 2017, subject to retirement in accordance with the articles of association of the Company.

Mr. Zhang’s remuneration has been determined by the Board with reference to his experience, duties and responsibilities with the Company and prevailing market conditions of companies of comparable size and similar operations, and will be subject to review by the remuneration committee of the Company from time to time.

Save as disclosed above, Mr. Zhang (i) does not have any relationship with any Director, senior management, substantial or controlling shareholder (having the meaning ascribed to it under the Listing Rules) of the Company; and (ii) does not hold any other positions with the Company or its subsidiaries; and (iii) did not hold any directorship in the three years immediately preceding the Latest Practicable Date in public companies, the securities of which are listed on any securities market in Hong Kong or overseas.

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APPENDIX DETAILS OF THE DIRECTORS TO BE RE-ELECTED

Other than the above, there are no other matters in relation to the appointment of Mr. Zhang that need to be brought to the attention of the Shareholders, nor is there any information that should be disclosed pursuant to any of the requirements of Rule 13.51(2) of the Listing Rules.

Dr. Wu Zhong

Dr. Wu Zhong (“ Dr. Wu ”), aged 53, obtained a Bachelor of Economics degree and a Master of Economics degree from Peking University in 1985 and 1988 respectively, a Master of Science in Medical Statistics from the London School of Hygiene & Tropical Medicine, the University of London in 1993. Dr. Wu also obtained a PhD in demography from the School of Economics, Peking University in 1999.

Dr. Wu has been the Vice-President and Director-General of Finance Center for South-South Cooperation Limited (“ FCSSCL ”, a connected person of the Company under Chapter 14A of the Listing Rules) since June 2015. Prior to joining FCSSCL, Dr. Wu held various positions in PRC. He was the Mayor of Qianjiang, Chongqing Municipality from December 2010 to May 2015; the Director of International Poverty Reduction Center in China from July 2008 to November 2010; the Director-General of the Department of International Cooperation and Social Mobilization of the State Council Leading Group Office of Poverty Alleviation and Development ( “ LGOP ”) from May 2002 to July 2008; the Chief of the Planning Division of LGOP from May 2000 to May 2002 (during the period he was transferred to be the Assistant Commissioner of the Administrative Office of Tongren Prefecture in Guizhou Province from February 2001 to January 2002); the Director of Purchasing Division of Foreign Capital Project Management Centre of LGOP from May 1996 to May 2000 (during the period he was also appointed as the Chairman and the General Manager of Huada Industrial Company in Fangchenggang City, Guangxi Zhuang Autonomous Region, being responsible for implementation of World Bank hard-loans to poverty alleviation projects about aquaculture, labor export and low-cost housing, etc. from 1996 to 1998); and the Deputy Director of the Institute of Population Research of Peking University from March 1993 to May 1996.

Dr Wu has entered into an appointment letter with the Company on 10 February 2017 for a period of three years commencing from 10 February 2017, subject to retirement in accordance with the articles of association of the Company.

Dr Wu’s remuneration will be determined by the Board with reference to his experience, duties and responsibilities with the Company and prevailing market conditions of companies of comparable size and similar operations, and will be subject to review by the Remuneration Committee of the Company from time to time.

Dr. Wu does not have any interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance.

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APPENDIX DETAILS OF THE DIRECTORS TO BE RE-ELECTED

Save as disclosed above, Dr. Wu (i) does not have any relationship with any Director, senior management, substantial or controlling shareholder (having the meaning ascribed to it in the Listing Rules) of the Company; and (ii) does not hold any other positions with the Company or its subsidiaries; and (iii) did not hold any directorship in the three years immediately preceding the Latest Practicable Date in public companies, the securities of which are listed on any securities market in Hong Kong or overseas.

Other than the above, there are no other matters in relation to the appointment of Dr. Wu that need to be brought to the attention of the shareholders of the Company, nor is there any information that should be disclosed pursuant to any of the requirements of Rule 13.51(2) of the Listing Rules.

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NOTICE OF EGM

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==> 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 of OP Financial Investments Limited (the “ Company ”) will be held at 27/F, Two Exchange Square, 8 Connaught Place, Central, Hong Kong, at 11:00 a.m. on Thursday, 30 March 2017 to consider and, if thought fit, pass the following resolutions as ordinary resolutions (with or without modification):

ORDINARY RESOLUTIONS

1. “ THAT :

2. (a) the consultancy service agreement dated 13 January 2017 (as supplemented by a supplemental agreement dated 13 March 2017 (the “ Consultancy Agreement ”) entered into between the Company and Magopt Ltd. (the “ Consultant ”), pursuant to which the Company has agreed to issue, in consideration of and in exchange for the consultancy services to be provided by the Consultant, an aggregate of 202,553,560 warrants (the “ Warrants ”) on the terms and conditions of the Consultancy Agreement and the warrant instrument constituting the Warrants (the “ Warrant Instrument ”) (a copy of the Consultancy Agreement and the draft Warrant Instrument have been marked “A” and “B”, respectively, and initialed by the chairman of the meeting for identification purpose) and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified;

3. (b) the creation and issue of the Warrants by the Company in accordance with the terms and conditions of the Consultancy Agreement and the Warrant Instrument be and are hereby approved, confirmed and ratified;

* For identification purpose only

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NOTICE OF EGM

• (c) the directors (the “ Directors ”) be and are hereby granted a specific mandate for the allotment and issue of up to a maximum number of 202,553,560 new shares of HK$0.10 in the share capital of the Company (the “ Warrant Share(s) ”) credited as fully paid at the initial subscription price of HK$2.20 per Warrant Share (subject to adjustment and the terms and conditions as set out in the Consultancy Agreement and the Warrant Instrument), which may fall to be allotted and issued upon the exercise of the subscription rights attaching to the Warrants;

• (d) any one or more of the Directors be and is hereby authorised to sign and execute such other documents or supplemental agreements or deeds for and on behalf of the Company and to do all such things and take all such actions as he or they may consider necessary, desirable or expedient for the purpose of carrying out or giving effect to or otherwise in connection with the Consultancy Agreement and the transactions contemplated thereunder.”

• “ THAT , each as a separate resolution:

• (a) Mr. Zhang Weidong be and is hereby re-elected as an executive director of the Company;

• (b) Dr. Wu Zhong be and is hereby re-elected as a non-executive director of the Company;

• (c) the board of directors of the Company be and is hereby authorised to fix directors’ remuneration.”

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

Hong Kong, 13 March 2017

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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NOTICE OF EGM

Notes:

1. A member of the Company entitled to attend and vote at the meeting above is entitled to appoint in written form one or, if he is the holder of two or more shares (the “ Shares ”) of the Company, more proxies to attend and vote instead of him. A proxy need not be a member of the Company.

2. 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 above meeting, whether in person 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.

3. 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 in Hong Kong, Tricor Abacus Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (together with the power of attorney or other authority, if any, under which it is signed or a certified copy thereof) not less than 48 hours before the time fixed for holding of the meeting (i.e., at or before 11:00 a.m. on Tuesday, 28 March 2017 (Hong Kong time)), or any adjournment thereof.

4. Delivery of an instrument appointing a proxy will 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 will be deemed to be revoked.

5. This notice has been printed in English and Chinese. In the event of any inconsistency, the English text of this notice shall prevail over its Chinese text.

As at the date of this notice, the board of directors of the Company comprises four executive Directors, namely, Mr. Zhang Zhi Ping, Mr. Zhang Gaobo, Dr. Liu Zhiwei and Mr. Zhang Weidong; one non-executive Director, namely Dr. Wu Zhong; and three independent non-executive Directors, namely, Mr. Kwong Che Keung, Gordon, Professor He Jia and Mr. Wang Xiaojun.

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