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Synagistics Limited Share Issue/Capital Change 2016

May 20, 2016

50674_rns_2016-05-20_32ef40e4-795e-4571-b19e-75809d6031e1.pdf

Share Issue/Capital Change

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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)

GRANT OF SHARE OPTIONS

This announcement is made pursuant to Rule 17.06A of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited ( “Stock Exchange” ).

The board (the “Board” ) of directors (the “Directors” ) of OP Financial Investments Limited (the “Company” ) hereby announces that on 20 May 2016 ( “Date of Grant” ) the Company granted 51,000,000 share options ( “Options” ) to certain eligible grantees ( “Grantees” ) of the Company and its subsidiaries (the “Group” ) under the share option scheme of the Company adopted on 17 May 2016, subject to the acceptance of the offer by the Grantees. The Options shall entitle the Grantees to subscribe for a total of 51,000,000 new ordinary shares of HK$0.1 each ( “Shares” ) in the share capital of the Company. Details of the Options granted are as follows:

Date of Grant

: 20 May 2016

Exercise price of Options granted

: HK$1.65 per Share

(which is higher than the highest of (i) the closing price of HK$1.45 as stated in the Stock Exchange’s daily quotations sheet on the Date of Grant; and (ii) the average closing price of HK$1.41 per Share as stated in the Stock Exchange’s daily quotations sheets for the five business days immediately preceding the Date of Grant).

Number of Options granted : 51,000,000 Options (each Option shall entitle the Grantee thereof to subscribe for one Share)

*for identification purpose only

1

Closing price of the Shares on the : HK$1.45 per Share Date of Grant Validity period of the Options : Five years from the Date of Grant, i.e. from 20 May 2016 to 19 May 2021 (both days inclusive), and the Options shall lapse at the expiry of the validity period

Vesting schedule of the Options : The Options shall be exercisable in four tranches in accordance with the following dates:

  • (i) 25% of the Options shall be exercisable at any time on or after the first anniversary of the Date of Grant, i.e. 20 May 2017 and expiring on 19 May 2021;

  • (ii) 25% of the Options shall be exercisable at any time on or after the second anniversary of the Date of Grant, i.e. 20 May 2018 and expiring on 19 May 2021;

  • (iii) 25% of the Options shall be exercisable at any time on or after the third anniversary of the Date of Grant, i.e. 20 May 2019 and expiring on 19 May 2021; and

  • (iv) 25% of the Options shall be exercisable at any time on or after the fourth anniversary of the Date of Grant, i.e. 20 May 2020 and expiring on 19 May 2021.

3,000,000 out of 51,000,000 Options were granted to an associate ( “Associate” ) of one of the Directors (as defined under the Listing Rules), with details as follows:

Name of the Relationship with the Director Number of Options granted
Associate
Zhang Jirong, Joyce Ms. Zhang is the daughter of Mr. 3,000,000
(“Ms. Zhang”) Zhang Zhi Ping (an executive
Director of the Company)

Save as disclosed above, none of the other Grantees were a Director, chief executive, substantial shareholder of the Company, nor an associate of any of them (as defined in the Listing Rules).

2

In accordance with Rule 17.04(1) of the Listing Rules, the grant of Options to the above Associate has been approved by the independent non-executive Directors of the Company on 20 May 2016.

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

Hong Kong, 20 May 2016

As at the date of this announcement, 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, Professor He Jia and Mr. Wang Xiaojun.

3