Synagistics Limited — Proxy Solicitation & Information Statement 2018

Mar 1, 2018

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 other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in OP Financial Investments Limited (the “ Company ”), you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale 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.

==> picture [67 x 45] 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)

PROPOSED CHANGE OF COMPANY NAME AND NOTICE OF EXTRAORDINARY GENERAL MEETING

A letter from the Board is set out on pages 2 to 5 of this circular.

A notice convening the extraordinary general meeting (the ‘‘ EGM ’’) to be held at 27/F, Two Exchange Square, 8 Connaught Place, Central, Hong Kong at 11:00 a.m. on 22 March 2018 is set out on pages 6 to 7 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 and transfer office in Hong Kong, 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 EGM (i.e. at or before 11:00 a.m. on 20 March 2018 (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.

All times and dates specified herein refer to Hong Kong local times and dates.

2 March 2018

* For identification purpose only

CONTENTS

		Page
DEFINITIONS	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
**LETTER FROM **	THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
NOTICE OF EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		6

DEFINITIONS

In this circular and the appendices to it, unless the context otherwise requires, the following expressions shall have the following meanings:

• “Board” the board of Directors

• “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

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

• “EGM”

• the extraordinary general meeting to be convened and held to consider and, if thought fit, approve, among other things, the Proposed Change of Company Name

• “Group” collectively, the Company and its subsidiaries from time to time

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

• “Hong Kong” the Hong Kong Special Administrative Region of the PRC

• “HKEx” Hong Kong Exchanges and Clearing Limited

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

• “Notice of EGM”

• the notice of EGM set out on pages 6 to 7 of this circular

• “Proposed Change of Company Name”

• the proposed change of the English name of the Company from “OP Financial Investments Limited” to “OP Financial Limited”, and the adoption of the Chinese name of “東英金融有限公司” for identification purpose only in place of its existing Chinese name “東英金融投資有限公司”

• “Share(s)”

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

• “Shareholder(s)”

• holder(s) of the Shares

• “Stock Exchange”

The Stock Exchange of Hong Kong Limited

– 1 –

LETTER FROM THE BOARD

==> picture [67 x 45] 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)

Executive Directors: Mr. Zhang Zhi Ping (Chairman) Mr. Zhang Gaobo (Chief Executive Officer) Dr. Liu Zhiwei (President) Mr. Zhang Weidong

Non-executive Director: Dr. Wu Zhong Independent Non-executive Directors: Mr. Kwong Che Keung, Gordon Professor He Jia Mr. Wang Xiaojun

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

Principal place of business: 27/F, Two Exchange Square 8 Connaught Place Central Hong Kong

2 March 2018

PROPOSED CHANGE OF COMPANY NAME AND NOTICE OF EXTRAORDINARY GENERAL MEETING

To the Shareholders

Dear Sir/Madam,

INTRODUCTION

The purpose of this circular is to provide you with information regarding the resolution to be proposed at the EGM to seek Shareholders approval for, among other things, the Proposed Change of Company Name.

This circular contains further information relating to the resolution proposed so as to enable you to make an informed decision on whether to vote for or against the resolution proposed. A notice for convening the EGM is also set out in this circular and a form of proxy is also included for your further action.

* For identification purpose only

– 2 –

LETTER FROM THE BOARD

PROPOSED CHANGE OF COMPANY NAME

The Board announced on 14 February 2018 that it proposed to change the English name of the Company from “OP Financial Investments Limited” to “OP Financial Limited”, and to adopt the Chinese name “東英金融有限公司” for identification purpose only in place of its existing Chinese name “東英金融投資有限公司”, subject to the conditions set out below being fulfilled.

CONDITIONS FOR THE PROPOSED CHANGE OF COMPANY NAME

The Proposed Change of Company Name is subject to the following conditions having been satisfied:

• (i) the passing of a special resolution by the shareholders of the Company at the EGM to approve the Proposed Change of Company Name; and

• (ii) the Registrar of Companies in the Cayman Islands granting approval for the new English name of the Company.

Subject to the satisfaction of the conditions set out above, the Proposed Change of Company Name will take effect from the date of registration of the new English name of the Company in place of the existing English name of the Company by the Registrar of Companies in the Cayman Islands. Thereafter, the Company will carry out the necessary filing procedures with the Registrar of Companies in Hong Kong.

REASONS FOR THE PROPOSED CHANGE OF COMPANY NAME

According to the Hang Seng Industry Classification System adopted by HKEx, the Company is assigned to financial industry. The Board is of the view that the Proposed Change of Company Name will make the Company more easily identifiable for investors, renew the corporate image and identity which will benefit the Company’s future business development and is in the best interests of the Company and Shareholders as a whole.

Effect of the Proposed Change of Company Name

The Proposed Change of Company Name will not affect any rights of the shareholders of the Company or the Company’s daily business operation and its financial position. All existing share certificates in issue bearing the existing name of the Company shall, upon the Proposed Change of Company Name becoming effective, continue to be evidence of legal title to the shares of the Company and the existing share certificates will continue to be valid for trading, settlement, registration and delivery purposes. Accordingly, there will not be any arrangement for exchange of the existing share certificates of the Company for new share certificates bearing the new name of the Company.

Once the Proposed Change of Company Name becomes effective, new share certificates will be issued only in the new name of the Company.

– 3 –

LETTER FROM THE BOARD

In addition, subject to the confirmation of the Stock Exchange, the English and Chinese stock short names of the Company for trading of the Shares on the Stock Exchange will also be changed after the Proposed Change of Company Name becomes effective.

EGM AND PROXY ARRANGEMENT

The Company will convene the EGM at 11:00 a.m. on 22 March 2018 at 27/F, Two Exchange Square, 8 Connaught Place, Central, Hong Kong to consider and, if thought fit, approve, among other things, the Proposed Change of Company Name.

A notice convening the EGM is set out on pages 6 to 7 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 and transfer office in Hong Kong, 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 EGM (i.e. at or before 11:00 a.m. on 20 March 2018 (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.

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 resolution 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.

RECOMMENDATION

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

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 circular misleading.

– 4 –

LETTER FROM THE BOARD

MISCELLANEOUS

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

Yours faithfully, By order of the Board OP Financial Investments Limited Zhang Gaobao

Executive Director and Chief Executive Office

– 5 –

NOTICE OF EGM

==> picture [67 x 45] 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 “ EGM ”) 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 22 March 2018 for considering and, if though fit, passing the following special resolution:

SPECIAL RESOLUTION

“ THAT subject to and conditional upon the approval of the Registrar of Companies in the Cayman Islands, the English name of the Company be changed from “OP Financial Investments Limited” to “OP Financial Limited”, and the Chinese name “東英金融有限公 司” be adopted for identification purpose only in place of its existing Chinese name “東英 金融投資有限公司” (the “ Proposed Change of Company Name ”) and that any one or more of the directors of the Company be and is/are hereby authorised to do all such acts, deeds and things and execute all such documents as he/she/they consider necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the Proposed Change of Company Name and to attend to any necessary registration and/or filing for and on behalf of the Company.”

By order of the Board OP Financial Investments Limited Zhang Gaobo

Executive Director and Chief Executive Officer

Hong Kong, 2 March 2018

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

Principal place of business: 27/F, Two Exchange Square 8 Connaught Place Central Hong Kong

• For identification purpose only

– 6 –

NOTICE OF EGM

Notes:

1. Any shareholder of the Company entitled to attend and vote at the EGM is entitled to appoint a proxy to attend and vote instead of him. A proxy need not be a shareholder of the Company. A shareholder who is the holder of two or more Shares of the Company may appoint more than one proxy to represent him to attend and vote on his behalf. If more than one proxy is so appointed, the appointment shall specify the number and class of Shares in respect of which each such proxy is so appointed.

2. In order to be valid, a form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power or authority, must be deposited at 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, Hong Kong not less than 48 hours before the time appointed for the holding of the EGM (i.e. at or before 11:00 a.m. on 20 March 2018 (Hong Kong time)) or any adjournment thereof. Completion and return of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the EGM and, in such event, the term of proxy shall be deemed to be revoked.

3. In order to determine the shareholders who are entitled to attend and vote at the above meeting, all properly completed transfer documents accompanied by the relevant share certificates, must be lodged with 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, Hong Kong for registration no later than 4:30 p.m. on 21 March 2018.

4. All times and dates specified herein refer to Hong Kong local times and dates.

As at the date of this notice, the Board 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.

– 7 –