Synertone Communication Corporation — AGM Information 2021

Jul 26, 2021

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 your licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Synertone Communication Corporation (the “ Company ”), you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or other transferee or to the bank manager, 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 the 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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協同通信集團有限公司 SYNERTONE COMMUNICATION CORPORATION

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1613)

PROPOSED GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES; RE-ELECTION OF RETIRING DIRECTORS; AND NOTICE OF 2021 ANNUAL GENERAL MEETING

A notice convening the annual general meeting of the Company to be held on Friday, 27 August 2021 at 3:00 p.m. at 5th Floor, United Centre, 95 Queensway, Admiralty, Hong Kong (the “ 2021 AGM ”), is set out on pages 13 to 17 of this circular. A form of proxy for use at the 2021 AGM is enclosed with this circular.

Whether or not you intend to attend the 2021 AGM, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the branch share registrar and transfer office of the Company in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as practicable but in any event by 3:00 p.m. on Wednesday, 25 August 2021 or not less than 48 hours before the time appointed for holding the adjourned meeting. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the 2021 AGM or any adjournment thereof should you so wish, and in such case, the form of proxy previously submitted shall be deemed to be revoked.

PRECAUTIONARY MEASURES FOR THE 2021 ANNUAL GENERAL MEETING To safeguard the health and safety of Shareholders and prevent the spread of the coronavirus (COVID-19) pandemic, the following measures will be implemented at the 2021 AGM: – Each attendee will be required to undergo a mandatory body temperature check. Any person with a body temperature above 37.5 degrees Celsius, or who is exhibiting flu-like symptoms, may be denied entry into the 2021 AGM venue. – Shareholders, proxies and other attendees are required to wear surgical face masks inside the 2021 AGM venue at all times, and maintain a safe distance between seats. Any person who does not comply with this requirement may be required to leave the 2021 AGM venue. – No refreshments will be served at the 2021 AGM and there will be no corporate gifts to be distributed. The Company reminds all Shareholders that any person who is subject to any quarantine order prescribed by the Government of Hong Kong Special Administrative Region will be denied entry into the 2021 AGM venue, in order to ensure the health and safety of all attendees at the 2021 AGM. Additionally, the Company reminds all Shareholders that physical attendance in person at the 2021 AGM is not necessary for the purpose of exercising voting rights and would like to encourage Shareholders to appoint the chairman of the 2021 AGM as their proxy to vote on the relevant resolutions at the 2021 AGM, instead of attending the 2021 AGM in person.

27 July 2021

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Appendix I – Explanatory Statement for Repurchase Mandate . . . . . . . . . . . . . . . .	7
Appendix II – Particulars of Retiring Directors Proposed for
Re-election at 2021 Annual General Meeting . . . . . . . . . . . . . . . . . .	10
Notice of 2021 Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13

– i –

DEFINITIONS

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

• “2021 AGM” or “2021 Annual General Meeting”

• the annual general meeting of the Company to be held on Friday, 27 August 2021 at 3:00 p.m. at 5th Floor, United Centre, 95 Queensway, Admiralty, Hong Kong to consider and, if thought fit, to approve the resolutions contained in the notice of the meeting which is set out on pages 13 to 17 of this circular, or any adjournment thereof

• “Articles of Association” the articles of association of the Company, as amended from time to time

• “Board” board of Directors

• “Company”

• Synertone Communication Corporation, a company incorporated in the Cayman Islands with limited liability and the Shares of which are listed on the Main Board of the Stock Exchange

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

• “Group” the Company and its subsidiaries

• “Hong Kong”

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

• “Issue Mandate”

• a general and unconditional mandate proposed to be granted to the Directors at the 2021 Annual General Meeting to exercise all powers of the Company to allot, issue or otherwise deal with Shares up to a maximum of 20% of the number of issued Shares as at the date of passing the relevant resolution as set out in resolution numbered 5B in the notice convening the 2021 Annual General Meeting

• “Latest Practicable Date”

• 20 July 2021, being the latest practicable date prior to the printing of this circular for ascertaining certain information for inclusion in this circular

• “Listing Rules”

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

• “Nomination Committee”

the nomination committee of the Company

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DEFINITIONS

“Repurchase Mandate”	a general and unconditional mandate proposed to be granted to
	the Directors at the 2021 Annual General Meeting to exercise
	all powers of the Company to repurchase the fully paid-up
	Shares up to 10% of the number of issued Shares as at the date
	of passing the relevant resolution as set out in resolution
	numbered 5A in the notice convening the 2021 Annual General
	Meeting
“SFO”	the Securities and Futures Ordinance (Chapter 571 of the Laws
	of Hong Kong), as amended, supplemented or otherwise
	modified from time to time
“Share(s)”	ordinary share(s) of HK$0.25 each in the share capital of the
	Company
“Share Registrar”	Tricor Investor Services Limited, being the branch share
	registrar and transfer office of the Company in Hong Kong, at
	Level 54, Hopewell Centre, 183 Queen’s Road East, Hong
	Kong
“Shareholder(s)”	at any time means the holder(s) of Shares at that time
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Takeovers Code”	the Hong Kong Code on Takeovers and Mergers
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“%”	per cent.

References to time and dates in this circular are to Hong Kong time and dates.

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LETTER FROM THE BOARD

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協同通信集團有限公司 SYNERTONE COMMUNICATION CORPORATION

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1613)

Executive Directors:

Mr. Han Weining (Chief Executive Officer) Ms. Wang Jie

Independent non-executive Directors:

Mr. Lam Ying Hung Andy Mr. Wang Chen Ms. Li Mingqi

Registered Office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Principal Place of

Business in Hong Kong: Room 1012, 10/F Tsim Sha Tsui Centre 66 Mody Road Kowloon Hong Kong

27 July 2021

To the Shareholders

Dear Sir or Madam,

PROPOSED GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES; AND RE-ELECTION OF RETIRING DIRECTORS

INTRODUCTION

The purpose of this circular is to provide you with information regarding certain resolutions to be proposed at the 2021 AGM to seek approval of the Shareholders, including but not limited to the proposed grant of general mandates to the Directors for the issue and repurchase of Shares; and (b) re-election of retiring Directors.

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LETTER FROM THE BOARD

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

At the 2021 AGM, the Directors propose to seek the approval of the Shareholders to grant to the Directors the Issue Mandate and the Repurchase Mandate.

Issue Mandate

An ordinary resolution will be proposed at the 2021 AGM to grant a general and unconditional mandate to the Directors to allot, issue and otherwise deal with new Shares up to a maximum of 20% of the number of issued Shares as at the date of granting the Issue Mandate. In addition, a separate ordinary resolution will further be proposed to approve the addition to the Issue Mandate so granted to the Directors an amount representing the number of issued Shares repurchased by the Company pursuant to the Repurchase Mandate. The Issue Mandate (if granted) shall continue in force until the conclusion of the next annual general meeting of the Company or any earlier date as referred to in the relevant resolution in the notice of the 2021 AGM. The Board would like to state that it has no immediate plan to allot and issue any new Shares pursuant to the Issue Mandate (if granted).

Repurchase Mandate

An ordinary resolution will be proposed at the 2021 AGM to grant a general and unconditional mandate to the Directors to repurchase the fully paid-up Shares on the Stock Exchange, provided that the total number of Shares to be purchased shall not exceed 10% of the number of issued Shares at the date of granting the Repurchase Mandate. The Repurchase Mandate (if granted) shall continue in force until the conclusion of the next annual general meeting of the Company or any earlier date as referred to in the relevant resolution in the notice of the 2021 AGM. The Board would like to state that it has no immediate plan to repurchase any Shares pursuant to the Repurchase Mandate (if granted).

An explanatory statement to provide relevant information in respect of the Repurchase Mandate is set out in Appendix I to this circular.

As at the Latest Practicable Date, the number of Shares in issue was 1,194,363,200. Accordingly, subject to the passing of the resolutions for the approval of the Issue Mandate and Repurchase Mandate and assuming no repurchase or issue of Shares prior to the 2021 AGM, the exercise of the Repurchase Mandate in full would enable the Company to repurchase up to 119,436,320 Shares and the exercise of the Issue Mandate in full would enable the Company to allot, issue and deal with up to 238,872,640 new Shares.

RE-ELECTION OF RETIRING DIRECTORS

Ms. Wang Jie (“ Ms. Wang” ) was appointed as an executive Director with effect from 15 July 2021. Pursuant to Article 83(3) of the Articles of Association, any Director appointed by the Board as an addition to the existing Board shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election. Accordingly, Ms. Wang shall retire from office at the 2021 AGM and, being eligible, will offer herself for re-election at the 2021 AGM.

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LETTER FROM THE BOARD

Besides, according to Article 84 of the Articles of Association, at each annual general meeting of the Company, one-third of the Directors for the time being (or, if their number is not a multiple of three, the number nearest to but not less than one-third) shall retire from office by rotation provided that every Director shall be subject to retirement at an annual general meeting at least once every three years. A retiring Director shall be eligible for re-election. In accordance with the Article 84 of the Articles of Association, Mr. Wang Chen (“ Mr. Wang ”) and Ms. Li Mingqi (“ Ms. Li ”) shall retire from office by rotation at the 2021 AGM. All the retiring Directors pursuant to Article 84 of the Articles of Association, being eligible, will respectively offer themselves for re-election at the 2021 AGM.

Ordinary resolutions will be proposed at the 2021 AGM to re-elect Ms. Wang, Mr. Wang and Ms. Li as Directors respectively.

The Nomination Committee has considered the extensive experience of Mr. Wang in development on software of quality assurance and general automated test system and the extensive experience of Ms. Li in financial management, and their working profile and other perspectives, skills and experience as set out in Appendix II to this circular. The Nomination Committee is satisfied that each of Mr. Wang and Ms. Li has the required character, integrity and experience to continuously fulfil his/her role as an independent non-executive Director effectively. As described above, Mr. Wang and Ms. Li possess the perspective, skill and experience in different professional areas and expertise that can bring to the Board and ensure diversity in the composition of the Board.

The Nomination Committee has assessed and reviewed the written confirmation of independence from each of Mr. Wang and Ms. Li based on the independence criteria as set out in the Listing Rules. The Board is of the view that there is no matter that would affect the exercise of independent judgement by each of Mr. Wang and Ms. Li. Accordingly, with the recommendation of the Nomination Committee, the Board believes the re-election of each of Mr. Wang and Ms. Li as independent non-executive Director would be in the best interests of the Company and the Shareholders as a whole and has proposed that all the above retiring Directors to stand for re-election as Directors at the 2021 AGM.

Particulars of each of Ms. Wang, Mr. Wang and Ms. Li required to be disclosed pursuant to Rule 13.74 of the Listing Rules are set out in Appendix II to this circular.

2021 AGM AND PROXY PROCEDURE

A notice convening the 2021 AGM for the purpose of considering and, if thought fit, passing, among other proposed resolutions, the above mentioned ordinary resolutions is set out on pages 13 to 17 of this circular. A form of proxy is enclosed for your use at the 2021 AGM. Shareholders are requested to complete and return the form of proxy to the Share Registrar as soon as practicable but in any event not later than 3:00 p.m. on Wednesday, 25 August 2021 or not less than 48 hours before the time appointed for holding the adjourned meeting. The lodging of a form of proxy will not preclude you from attending and voting in person, at the 2021 AGM or any adjournment thereof should your so wish, and in such case, the form of proxy previously submitted shall be deemed to be revoked.

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LETTER FROM THE BOARD

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. As such, all the resolutions set out in the notice of the 2021 AGM will be voted by poll. An announcement on the poll results will be published by the Company after the 2021 AGM in the manner prescribed under the Listing Rules.

CLOSURE OF REGISTER OF MEMBERS

For determining the Shareholders’ entitlement to attend and vote at the 2021 AGM, the register of members of the Company will be closed from Tuesday, 24 August 2021 to Friday, 27 August 2021, both days inclusive, during which period no transfer of Shares will be registered. In order to be eligible to attend and vote at the 2021 AGM, all transfer of Shares accompanied by the relevant share certificate(s) must be lodged with the branch share registrar and transfer office of the Company in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration not later than 4:30 p.m. on Monday, 23 August 2021.

RECOMMENDATIONS

The Directors consider that the proposed grant of the Issue Mandate (including the extended Issue Mandate) and the Repurchase Mandate and the proposed re-election of the retiring Directors are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend that the Shareholders vote for the relevant resolutions set out in the notice of the 2021 AGM.

RESPONSIBILITY STATEMENT

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.

MISCELLANEOUS

In case of any inconsistency between the English version and the Chinese translation of this Circular, the English version shall prevail.

Yours faithfully,

For and on behalf of the Board of

Synertone Communication Corporation

Han Weining

Executive Director and Chief Executive Officer

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EXPLANATORY STATEMENT FOR REPURCHASE MANDATE

APPENDIX I

This Appendix serves as an explanatory statement, as required by the Listing Rules, to provide all the information in relation to the Repurchase Mandate for your consideration.

1. LISTING RULES RELATING TO THE REPURCHASES OF SHARES

The Listing Rules permit companies with a primary listing on the Stock Exchange to repurchase their securities on the Stock Exchange subject to certain restrictions. All proposed repurchases of securities on the Stock Exchange by a company with its primary listing on the Stock Exchange must be approved in advance by an ordinary resolution of its shareholders, either by way of a general mandate or by a specific approval of a particular transaction and that the shares to be repurchased must be fully paid up. A maximum of 10% of the number of issued Shares as at the date of passing the relevant resolution may be repurchased on the Stock Exchange.

2. SHARE CAPITAL

As at the Latest Practicable Date, the Company had 1,194,363,200 Shares in issue. Subject to the passing of the proposed resolution granting the Repurchase Mandate and assuming that no further Shares will be issued or repurchased by the Company prior to the 2021 AGM, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 119,436,320 Shares, representing 10% of the number of issued Shares as at the date of passing of the relevant resolution.

3. REASONS FOR REPURCHASES

Whilst the Directors do not presently intend to repurchase any Shares immediately, they believe that the flexibility afforded by the Repurchase Mandate would be beneficial to the Company and the Shareholders as a whole.

Repurchases of Shares will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders. Such repurchases may, depending on the market conditions and funding arrangements of the Company at the time, lead to an enhancement of the net asset value per Share and/or its earnings per Share.

4. FUNDING OF REPURCHASES

Repurchases pursuant to the Repurchase Mandate would be financed entirely from the Company’s available cash flow or working capital facilities. Any repurchases will be made out of funds of the Company legally permitted to be utilised in this connection in accordance with the Articles of Association, the Listing Rules and the applicable laws of the Cayman Islands.

5. IMPACT OF REPURCHASES

Based on the audited consolidated financial statements of the Company for the year ended 31 March 2021, there might be a material adverse impact on the working capital or gearing position of the Company in the event that the Repurchase Mandate is exercised in full. However, the Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

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EXPLANATORY STATEMENT FOR REPURCHASE MANDATE

APPENDIX I

6. DISCLOSURE OF INTERESTS

None of the Directors, and to the best of their knowledge, having made all reasonable enquiries, none of their close associates (as defined in the Listing Rules), have any present intention, if the Repurchase Mandate is approved by the Shareholders and subsequently exercised, to sell any Shares to the Company or its subsidiaries.

No core connected person (as defined in the Listing Rules) of the Company has notified the Company that he/she/it has a present intention to sell Shares to the Company, nor has undertaken not to do so, if the Repurchase Mandate is approved by the Shareholders and subsequently exercised.

7. DIRECTORS’ UNDERTAKING

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate in accordance with the Listing Rules, the Articles of Association and the applicable laws of the Cayman Islands.

8. SHARE REPURCHASE MADE BY THE COMPANY

As at the Latest Practicable Date, no repurchases of Shares have been made by the Company during the last six months (whether on the Stock Exchange or otherwise).

9. TAKEOVERS CODE CONSEQUENCES

If as a result of a repurchase of Shares by the Company, Shareholders’ proportionate interest in the voting rights of the Company increases, such increases will be treated as an acquisition for the purpose of the Takeovers Code. As a result, a Shareholder, or group of Shareholders acting in concert, depending on the level of increase of its or their shareholding, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.

As at the Latest Practicable Date, to the best of the knowledge and belief of the Directors, Mr. Han Weining (“ Mr. Han ”), the chief executive officer of the Company and an executive Director, is beneficially interested in an aggregate of 247,102,059 Shares, of which 8,160,000 Shares were held directly by Mr. Han personally and 238,942,059 Shares were held under Excel Time Investments Limited, a company controlled by him, representing approximately 20.69% of the issued share capital of the Company. In the event that the Directors exercise in full the power to repurchase Shares which are proposed to be granted pursuant to the Repurchase Mandate, the interest of Mr. Han in the Company would increase to approximately 22.99% and such increase is not expected to give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code. The Company has no present intention to repurchase Shares to such extent that an obligation to make a general offer under the Takeovers Code will be triggered. Save as disclosed above, the Directors are not aware of any Shareholder or group of Shareholders acting in concert, who may become obliged to make a mandatory offer under Rule 26 of the Takeovers Code as a consequence of any purchases pursuant to the Repurchase Mandate.

The Directors have no intention to exercise the Repurchase Mandate to an extent as may result in the amount of Shares held by the public to fall below 25% of the total issued share capital of the Company.

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EXPLANATORY STATEMENT FOR REPURCHASE MANDATE

APPENDIX I

10. MARKET PRICES

The highest and lowest prices at which the shares of the Company have been traded on the Stock Exchange during each of the pervious twelve months prior to the Latest Practicable Date were as follows:

	Trading price per Share	Trading price per Share
	Highest	Lowest
Month	HK$	HK$
2020
July	0.530	0.405
August	0.485	0.335
September	0.415	0.250
October	0.385	0.280
November	0.400	0.249
December	0.280	0.210
2021
January	0.250	0.196
February	0.280	0.205
March	0.370	0.220
April	0.550	0.285
May	0.490	0.270
June	0.355	0.220
July (up to and including the Latest Practicable Date)	0.310	0.240

11. EXTENSION OF ISSUE MANDATE

A resolution will also be proposed at the 2021 AGM authorising the Directors to increase the maximum number of new Shares which may be issued under the Issue Mandate for the issuance and allotment of additional Shares by adding to it the total number of Shares repurchased pursuant to the Repurchase Mandate.

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PARTICULARS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION AT 2021 ANNUAL GENERAL MEETING

APPENDIX II

The following sets out the information of the Directors, who will retire from office at the 2021 AGM pursuant to the Articles of Association and, being eligible, offer themselves for re-election.

EXECUTIVE DIRECTOR

Ms. Wang Jie (王潔) (“Ms. Wang ”)

Ms. Wang, aged 33, graduated from Jiangxi University of Science and Technology with Diploma in Marketing. Ms. Wang possesses extensive experience in sales and marketing and was the Sales Director of Shenzhen Westofit Biological Technology Co., Ltd. (深圳市西倍健生物工程股份有限公司), a professional children’s nutrition products company based in Shenzhen, from 2018 to 2020 and was mainly responsible for the sales and marketing strategies and activities for the Asia Pacific region.

Ms. Wang entered into a letter of appointment with the Company on 15 July 2021 and she was appointed for an initial term of one year commencing from 15 July 2021, which shall continue thereafter until terminated by either party by giving to the other a one-month prior notice in writing in accordance with the terms of the letter of appointment. She is subject to retirement by rotation and re-election at annual general meetings of the Company at least once every three years pursuant to the Articles of Association. Ms. Wang is currently entitled to a Director’s remuneration of HK$100,000 per annum, which has been determined with reference to her qualifications, experience, level of responsibilities undertaken, the prevailing market conditions and the recommendation from the remuneration committee (the “Remuneration Committee” ) of the Company, and will be reviewed annually by the Remuneration Committee and the Board with reference to her duties and responsibilities with the Company, the Company’s performance and the prevailing market situation.

Save as disclosed above, as at the Latest Practicable Date, Ms. Wang did not (i) hold any directorships in any other listed company in the last three years; (ii) have any other major appointments and professional qualifications; (iii) hold any other position with the Company or other members of the Group; and (iv) have any relationship with any other Directors, senior management, substantial or controlling Shareholders (as respectively defined in the Listing Rules) of the Company.

As at the Latest Practicable Date, Ms. Wang was not interested or deemed to be interested in any Shares or underlying shares of the Company within the meaning of Part XV of the SFO.

Save as disclosed above, there are no other information which was required to be disclosed pursuant to any of the requirements of Rule 13.51(2) of the Listing Rules (particularly in relation to sub-paragraphs (h) to (v) therein) and there was no other matters that need to be brought to the attention of the Shareholders in respect of the re-election of Ms. Wang.

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PARTICULARS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION AT 2021 ANNUAL GENERAL MEETING

APPENDIX II

INDEPENDENT NON-EXECUTIVE DIRECTORS

Mr. Wang Chen (王忱) (“Mr. Wang ”)

Mr. Wang, aged 56, was appointed as an independent non-executive Director in June 2015. He is the chairman of the Nomination Committee and a member of each of the audit committee (the “Audit Committee” ) of the Company and the Remuneration Committee. Mr. Wang holds a Bachelor of Engineering degree in Microwave Communication Engineering from PLA Institute of Communication Engineering (中國人民解放軍通信工程學院) (now known as PLA University of Science and Technology) and a degree of Executive Master of Business Administration (EMBA) from the School of Business, Sun Yat-Sen University (中山大學). From 1986 to 2006, he worked in the Information Technology Department of the People’s Liberation Army General Staff. Since 2006, Mr. Wang is the chairman of Guangzhou SKYI Information Technology Co., Ltd. (廣州市天奕信息科技有限公司 (now known as 廣州市天奕信息技術股份有限公司)), a company established in 2006 and its shares quoted on the National Equities Exchange and Quotations System (the New Third Board*) in the People’s Republic of China from 9 May 2017 to 14 October 2020 (Stock Code: 871411) and is principally engaged in development on software of quality assurance and general automated test system.

Mr. Wang has renewed his letter of appointment with the Company for a term of three years commencing on 25 June 2021, which is automatically renewable for successive terms of three years upon the expiry of the said term, unless terminated by not less than three months’ notice in writing served by either party on the other or otherwise in accordance with the terms of the letter of appointment. He is subject to retirement by rotation and re-election at annual general meetings of the Company pursuant to the Articles of Association. Mr. Wang is currently entitled to a Director’s remuneration of HK$100,000 per annum, which will be reviewed and determined with reference to his duties, responsibilities, the prevailing market conditions and the recommendation of the Remuneration Committee.

Save as disclosed above, as at the Latest Practicable Date, Mr. Wang did not (i) hold any directorships in other listed company in the last three years; (ii) have any other major appointments and professional qualifications; (iii) hold any other position with the Company or other members of the Group; and (iv) have any relationship with any other Directors, senior management, substantial or controlling Shareholders (as respectively defined in the Listing Rules) of the Company.

As at the Latest Practicable Date, Mr. Wang was not interested or deemed to be interested in any Shares or underlying shares of the Company within the meaning of Part XV of the SFO.

Save as disclosed above, there are no other information which was required to be disclosed pursuant to any of the requirements of Rule 13.51(2) of the Listing Rules (particularly in relation to sub-paragraphs (h) to (v) therein) and there was no other matters that need to be brought to the attention of the Shareholders in respect of the re-election of Mr. Wang.

* for identification purpose only

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PARTICULARS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION AT 2021 ANNUAL GENERAL MEETING

APPENDIX II

Ms. Li Mingqi (李明綺) (“Ms. Li ”)

Ms. Li, aged 53, was appointed as an independent non-executive Director in October 2016. She is the chairperson of the Remuneration Committee and a member of each of the Audit Committee and the Nomination Committee. Ms. Li graduated from Fudan University in Shanghai with a Bachelor’s degree in Economics. She has also obtained a Master’s degree in Economics from the Southern Methodist University and a Master’s degree in Management and Administrative Sciences from the University of Texas. Ms. Li is a Certified Public Accountant in the State of New York, the United States of America and was licensed under license series 7 and 63 at the registered representative level in the United States of America from May 2019. She has extensive experience in financial management. Ms. Li was a senior associate of JP Morgan Chase, associate/portfolio manager of BHF Capital, vice president of Transamerica Business Capital, vice president of Morgan Stanley and hedge fund controller of Mercury Capital Management. She was also an independent non-executive director of Sino Gas International Holdings, Inc., whose shares were previously listed on the Over-The-Counter Bulletin Board in the United States of America, from March 2011 to November 2014. Ms. Li served as a business consultant of Seekers Advisors H.K. Limited from May 2015 to August 2016 and is currently a registered representative of Emerson Equity LLC and an independent non-executive director of Neo-Neon Holdings Limited (Stock Code: 1868), whose shares are listed on the Main Board of the Stock Exchange.

Ms. Li has renewed her letter of appointment with the Company for a term of three years commencing on 3 October 2019, which is automatically renewable for successive terms of three years upon the expiry of the said term, unless terminated by not less than three months’ notice in writing served by either party on the other or otherwise in accordance with the terms of the letter of appointment. She is subject to retirement by rotation and re-election at annual general meetings of the Company pursuant to the Articles of Association. Ms. Li is currently entitled to a Director’s remuneration of HK$100,000 per annum, which will be reviewed and determined with reference to her duties, responsibilities, the prevailing market conditions and the recommendation of the Remuneration Committee.

Save as disclosed above, as at the Latest Practicable Date, Ms. Li did not (i) hold any directorships in other listed company in the last three years; (ii) have any other major appointments and professional qualifications; (iii) hold any other position with the Company or other members of the Group; and (iv) have any relationship with any other Directors, senior management, substantial or controlling Shareholders (as respectively defined in the Listing Rules) of the Company.

As at the Latest Practicable Date, Ms. Li was not interested or deemed to be interested in any Shares or underlying shares of the Company within the meaning of Part XV of the SFO.

Save as disclosed above, there are no other information which was required to be disclosed pursuant to any of the requirements of Rule 13.51(2) of the Listing Rules (particularly in relation to sub-paragraphs (h) to (v) therein) and there was no other matters that need to be brought to the attention of the Shareholders in respect of the re-election of Ms. Li.

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NOTICE OF 2021 ANNUAL GENERAL MEETING

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協同通信集團有限公司 SYNERTONE COMMUNICATION CORPORATION

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1613)

NOTICE IS HEREBY GIVEN that an annual general meeting (the “ Meeting ”) of Synertone Communication Corporation (the “ Company ”) will be held on Friday, 27 August 2021 at 3:00 p.m. at 5th Floor, United Centre, 95 Queensway, Admiralty, Hong Kong (or any adjournment thereof) to transact the following businesses as ordinary resolutions:

1. To receive and adopt the audited consolidated financial statements and the reports of the directors of the Company (the “ Directors ”) and the auditor of the Company for the year ended 31 March 2021;

2. To re-appoint HLB Hodgson Impey Cheng Limited as the auditor of the Company and to authorise the board of Directors to fix its remuneration;

3. (a) To re-elect Ms. Wang Jie as Director;

4. (b) To re-elect Mr. Wang Chen as Director;

5. (c) To re-elect Ms. Li Mingqi as Director;

6. To authorise the board of Directors to fix the remuneration of the Directors;

7. To, as special business, consider and, if thought fit, pass the following resolutions, with or without modifications, as ordinary resolutions:

8. A. “ THAT :

   • (a) subject to paragraph (b) below in this resolution numbered 5A, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to purchase the shares of the Company on The Stock Exchange of Hong Kong Limited or any other stock exchange on which the shares of the Company may be listed and recognized by the Securities and Futures Commission and The Stock Exchange of Hong Kong Limited for such purpose, in accordance with all the applicable laws and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”) and the rules and regulations of the Securities and Futures Commission be and is hereby generally and unconditionally approved;

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NOTICE OF 2021 ANNUAL GENERAL MEETING

• (b) the aggregate number of shares of the Company which may be purchased by the Company pursuant to the approval in paragraph (a) above in this resolution numbered 5A shall not exceed 10 per cent. of the number of issued shares of the Company as at the date of the passing of this resolution and the authority pursuant to paragraph (a) above shall be limited accordingly;

• (c) if, after the passing of this resolution, the Company conducts a share consolidation or subdivision, the number of shares of the Company subject to the limit set out in paragraph (b) above shall be adjusted to the effect that the number of shares of the Company subject to the limit set out in paragraph (b) above as a percentage of the total number of issued shares of the Company at the date immediately before and after such consolidation or subdivision shall be the same; and

• (d) for the purpose of this resolution “ Relevant Period ” means the period from the passing of this resolution until whichever is the earliest of:

  • (i) the conclusion of the next annual general meeting of the Company;

  • (ii) the expiration of the period within which the next annual general meeting of the Company is required by any applicable law of the Cayman Islands or the articles of association of the Company to be held; or

  • (iii) the revocation or variation of the authority given under this resolution by ordinary resolution by the shareholders of the Company in general meeting.”

• B. “ THAT :

• (a) subject to paragraph (c) below in this resolution numbered 5B, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company, and to make or grant offers, agreements, options and other rights, or issue warrants and other securities including bonds, debentures and notes convertible into shares of the Company which might require the exercise of such power, be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) above in this resolution numbered 5B shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options and other rights, or issue warrants and other securities including bonds, debentures and notes convertible into shares of the Company which might require the exercise of such power after the end of the Relevant Period;

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NOTICE OF 2021 ANNUAL GENERAL MEETING

• (c) the aggregate number of shares of the Company allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined), (ii) the exercise of any option granted under any option scheme or similar arrangement for the time being adopted for the grant or issue to employees of the Company and/or any of its subsidiaries and/or other persons of options to subscribe for, or rights to acquire, shares of the Company, (iii) any scrip dividend scheme or similar arrangement providing for allotment of shares of the Company in lieu of the whole or part of any dividend on shares of the Company in accordance with the articles of association of the Company; (iv) the exercise of rights of subscription or conversion under the terms of any warrants issued by the Company, or any other securities which are convertible into shares of the Company, or (v) other similar arrangement pursuant to any specific authority granted by the shareholders of the Company in general meeting, shall not exceed 20 per cent. of the number of issued shares of the Company as at the date of the passing of this resolution, and the authority pursuant to paragraph (a) above in this resolution numbered 5B shall be limited accordingly;

• (d) if, after the passing of this resolution, the Company conducts a share consolidation or subdivision, the number of shares of the Company subject to the limit set out in paragraph (c) above shall be adjusted to the effect that the number of shares of the Company subject to the limit set out in paragraph (c) above as a percentage of the total number of issued shares of the Company at the date immediately before and after such consolidation or subdivision shall be the same; and

• (e) for the purpose of this resolution:

“ Relevant Period ” means the period from the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by any applicable law of the Cayman Islands or the articles of association of the Company to be held; or

• (iii) the revocation or variation of the authority given under this resolution by ordinary resolution of the shareholders of the Company in general meeting; and

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NOTICE OF 2021 ANNUAL GENERAL MEETING

“ Rights Issue ” means an offer of shares of the Company or its other securities open for a period fixed by the Directors to the shareholders of the Company whose name appear on the register of members on a fixed record date in proportion to their then shareholdings in the Company (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws or the requirements of any recognised regulatory body or any stock exchange in any territory outside Hong Kong or the expense and delay that may be incurred in the determination of any such restrictions or obligations).”; and

1. To, as special business, consider and, if thought fit, pass the following resolution, with or without modification, as ordinary resolution:

“ THAT , conditional upon the passing of resolutions numbered 5A and 5B above, the general mandate granted to the Directors to exercise the powers of the Company to allot, issue and deal with additional shares of the Company pursuant to resolution numbered 5B referred to above be and is hereby extended by adding thereto an amount representing the aggregate number of shares of the Company purchased by the Company pursuant to resolution numbered 5A referred to above (provided that such amount shall not exceed 10 per cent. of the number of issued shares of the Company as at the date of the passing of this resolution).”

By order of the Board Synertone Communication Corporation Ting Kin Wai Company Secretary

Hong Kong, 27 July 2021

Notes:

• (1) A member of the Company entitled to attend and vote at the Meeting is entitled to appoint one or if he/she/it is a holder of more than one share of the Company, one or more proxies to attend and vote in his/her/its stead in accordance with the articles of association of the Company. A proxy need not be a member of the Company, but must be present to represent the member.

• (2) In order to be valid, the instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of that power of attorney or other authority, must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 3:00 p.m. on Wednesday, 25 August 2021 or not less than 48 hours before the time for holding of the adjourned meeting. Delivery of an instrument appointing a proxy shall not preclude a shareholder of the Company from attending and voting in person at the Meeting convened or any adjournment thereof, if he/she/it so wish. In such event, the form of proxy previously submitted shall be deemed to be revoked.

• (3) Concerning the resolution set out in resolution numbered 3 of above notice, Ms. Wang Jie, Mr. Wang Chen and Ms. Li Mingqi shall retire from the office of directorship and shall offer themselves for re-election in accordance with the articles of association of the Company. Details of the retiring Directors which are required to be disclosed under the Listing Rules is set out in the Appendix II to the circular of which this notice forms part.

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NOTICE OF 2021 ANNUAL GENERAL MEETING

• (4) To ascertain the shareholders’ entitlement to attend and vote at the Meeting, the register of members of the Company will be closed from Tuesday, 24 August 2021 to Friday, 27 August 2021, both days inclusive, during which period no transfer of shares of the Company will be registered. In order to qualify for the entitlement to attend and vote at the Meeting, all transfer of shares of the Company accompanied by the relevant share certificate(s) must be lodged with the branch share registrar and transfer office of the Company in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration not later than 4:30 p.m. on Monday, 23 August 2021.

• (5) Concerning the resolutions set out in resolution numbered 5B and in resolution numbered 6 of the above notice, the approval is being sought from members as a general mandate in compliance with the Listing Rules. The Directors have no immediate plans to issue any new shares of the Company pursuant to such mandates.

• (6) Concerning the resolution set out in resolution numbered 5A of the above notice, the Directors would like to state that they will exercise the powers conferred thereby to repurchase shares of the Company in circumstances which they deem appropriate for the benefit of the Company and its shareholders as a whole. An explanatory statement containing the information necessary to enable the shareholders of the Company to make an informed decision to vote on the proposed resolution as required by the Listing Rules is set out in the Appendix I to the circular of which this notice forms part.

• (7) Pursuant to Rule 13.39(4) of the Listing Rules, at any general meeting a resolution put to the vote of the meeting shall be decided by poll.

• (8) Where there are joint holders of shares of the Company, any one of such joint holders may vote at the Meeting (or any adjournment thereof), either in person or by proxy, in respect of such share of the company as if he/she/it is solely entitled thereto; but if more than one of such joint holders be present at the Meeting in person or by proxy, that one of the said persons so present whose name stands first on the register of members in respect of such share of the company will alone be entitled to vote in respect thereof.

• (9) To safeguard the health and safety of shareholders and prevent the spread of the coronavirus (COVID-19) pandemic, the following measures will be implemented at the Meeting:

• Each attendee will be required to undergo a mandatory body temperature check. Any person with a body temperature above 37.5 degrees Celsius, or who is exhibiting flu-like symptoms, may be denied entry into the Meeting venue.

• Shareholders, proxies and other attendees are required to wear surgical face masks inside the Meeting venue at all times, and maintain a safe distance between seats. Any person who does not comply with this requirement may be required to leave the Meeting venue.

• No refreshments will be served at the Meeting and there will be no corporate gifts to be distributed.

The Company reminds all shareholders that any person who is subject to any quarantine order prescribed by the Government of Hong Kong Special Administrative Region will be denied entry into the Meeting venue, in order to ensure the health and safety of all attendees at the Meeting.

Additionally, the Company reminds all shareholders that physical attendance in person at the Meeting is not necessary for the purpose of exercising voting rights and would like to encourage shareholders to appoint the chairman of the Meeting as their proxy to vote on the relevant resolutions at the Meeting, instead of attending the Meeting in person.

If shareholders have any questions relating to the Meeting, please contact Tricor Investor Services Limited, the Company’s Hong Kong branch share registrar, as follows:

Tricor Investor Services Limited Level 54, Hopewell Centre 183 Queen’s Road East Hong Kong Fax: (852) 2810 8185 E-mail: is-enquiries@hk.tricorglobal.com

• (10) References to time and dates in this notice are to Hong Kong time and dates.

• (11) As at the date of this notice, the board of Directors consists of five Directors, namely Mr. Han Weining and Ms. Wang Jie as executive Directors; and Mr. Lam Ying Hung Andy, Mr. Wang Chen and Ms. Li Mingqi as independent non-executive Directors.

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