Synertone Communication Corporation — Capital/Financing Update 2015

Dec 16, 2015

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.

==> picture [112 x 64] intentionally omitted <==

協 同 通 信 集 團 有 限 公 司 Synertone Communication Corporation

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1613)

COMPLETION OF THE DISCLOSEABLE TRANSACTION IN RELATION TO THE ACQUISITION OF 49% INTEREST IN SENSE FIELD GROUP LIMITED

The Board is pleased to announce that the Acquisition was completed on 16 December 2015 (after trading hours) in accordance with the terms of the S&P Agreement.

References are made to the announcements of Synertone Communication Corporation (the “ Company ”) dated 27 November 2015 and 4 December 2015 (the “ Announcements ”) relating to, inter alia, the acquisition by the Purchaser of 49% equity interest in Sense Field Group Limited, for a consideration of HK$195 million to be satisfied by the allotment and issue of 1,323,000,000 Consideration Shares at the issue price of approximately HK$0.1474 per Consideration Share. Capitalized terms used herein shall have the same meanings as those defined in the Announcements unless otherwise specified herein.

COMPLETION OF THE ACQUISITION

The Board is pleased to announce that as all the conditions precedent as set out in the S&P Agreement have been fulfilled or waived in accordance with its terms, Completion of the Acquisition took place on 16 December 2015 (after trading hours) in accordance with the terms of the S&P Agreement. A total of 1,323,000,000 Consideration Shares were issued to the Vendors (in which 540,000,000 Consideration Shares, 648,000,000 Consideration Shares and 135,000,000 Consideration Shares were issued and allotted to Mr. Cheng Edward, Ms. Xiong Sylvia Wei and Ms. Hua Shu respectively) at the issue price of approximately HK$0.1474 per Consideration Share.

• 1 -

SHAREHOLDING STRUCTURE OF THE COMPANY

The Consideration Shares represent (i) approximately 18.76% of the issued share capital of the Company immediately before Completion; and (ii) approximately 15.80% of the issued share capital of the Company as enlarged by the allotment and issue of the Consideration Shares.

The table below shows the effects on the shareholding structure of the Company immediately before and after Completion:

Non public ShareholdersMr. Wong and Excel Time(Notes 1 & 2 )Sub-total:Public ShareholdersMr. Cheng EdwardMs. Xiong Sylvia WeiMs. Hua ShuOther public Shareholders(Note 3)Sub-total:Total_(Note 4)_:	Immediately beforeCompletionNo. of SharesApprox %1,230,000,00017.451,230,000,00017.45------5,819,000,00082.555,819,000,00082.557,049,000,000100.00	Immediately afterCompletionNo. of SharesApprox %1,230,000,00014.691,230,000,00014.69540,000,0006.45648,000,0007.74135,000,0001.625,819,000,00069.507,142,000,00085.318,372,000,000100.00	Immediately afterCompletionNo. of SharesApprox %1,230,000,00014.691,230,000,00014.69540,000,0006.45648,000,0007.74135,000,0001.625,819,000,00069.507,142,000,00085.318,372,000,000100.00
			6.457.741.6269.50
			85.31
			100.00

Notes:

• (1) As at the date of this announcement, Excel Time is holding 1,230,000,000 Shares. Mr. Wong, being an executive Director and the beneficial owner of all the issued share capital of Excel Time, is deemed or taken to be interested in all the 1,230,000,000 Shares beneficially owned by Excel Time for the purposes of the SFO.

• (2) The District Court of Hong Kong has granted a decree absolute on 20 November 2015 in respect of the petition filed by Ms. Ni for divorce with Mr. Wong, and the marriage between Mr. Wong and Ms. Ni was dissolved accordingly. Therefore, as at the date of this announcement, Mr. Wong is no longer deemed or taken to be interested in the Shares beneficially owned by Ms. Ni, and vice versa, for the purposes of the SFO.

• 2 -

• (3) The 650,000,000 Shares held by Ms. Ni (representing approximately 7.76% of the issued share capital of the Company) as at the date of this announcement are classified as and included in the Shares held by public Shareholders.

• (4) Excel Time remains as the single largest Shareholder after allotment and issue of the Consideration Shares on Completion.

By order of the Board Synertone Communication Corporation Wong Chit On Chairman and Executive Director

Hong Kong, 16 December 2015

As at the date of this announcement, the executive Directors are Mr. Wong Chit On and Mr. Han Weining; and the independent non-executive Directors are Mr. Lam Ying Hung Andy, Mr. Hu Yunlin and Mr. Wang Chen.

• 3 -