Synertone Communication Corporation — Capital/Financing Update 2016

Feb 26, 2016

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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協 同 通 信 集 團 有 限 公 司 Synertone Communication Corporation (Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1613)

DELAY IN DESPATCH OF CIRCULAR IN RELATION TO

(I) PROPOSED SHARE CONSOLIDATION; (II) PROPOSED RIGHTS ISSUE ON THE BASIS OF ONE (1) RIGHTS SHARE FOR EVERY ONE (1) CONSOLIDATED SHARE HELD ON THE RECORD DATE;

(III) APPLICATION FOR WHITEWASH WAIVER AND

REVISED EXPECTED TIMETABLE FOR THE SHARE CONSOLIDATION AND THE RIGHTS ISSUE

Reference is made to the announcement (the ‘‘Announcement’’) issued by Synertone Communication Corporation (the ‘‘Company’’) dated 5 February 2016 in respect of, among others, the Rights Issue. Terms defined in the Announcement shall have the same meanings when used in this announcement unless otherwise stated.

DELAY IN DESPATCH OF CIRCULAR

Pursuant to the Takeovers Code, the circular (the ‘‘Circular’’) to be issued by the Company containing, among other matters, (i) further details of the Share Consolidation; (ii) further details of the Rights Issue; (iii) the Whitewash Waiver; (iv) a letter of recommendation from the Independent Board Committee to the Independent Shareholders; (v) a letter of advice from the independent financial adviser to the Independent Board Committee and the Independent Shareholders in relation to the Underwriting Agreement, the Rights Issue and the Whitewash Waiver; and (vi) a notice convening the EGM shall be despatched to the Shareholders within 21 days of the Announcement, that is, on or before 26 February 2016. As disclosed in the Announcement, the Circular was expect to be despatched on or before 2 March 2016, and an application would be made to the Executive for a waiver from strict compliance with Rule 8.2 of the Takeovers Code.

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As additional time is required to finalise certain information to be included in the Circular, including but not limited to the preparation of the indebtedness statement up to 31 January 2016, the Circular could not be despatched on or before 26 February 2016, and the despatch date of the Circular is expected to be delayed to a date beyond 2 March 2016 as originally expected.

Accordingly, an application has been made to the Executive for a waiver from strict compliance with Rule 8.2 of the Takeovers Code and to grant consent for an extension of time for the despatch of the Circular on or before Monday, 7 March 2016. The Executive has indicated that it is minded to grant such consent.

REVISED EXPECTED TIMETABLE FOR THE SHARE CONSOLIDATION AND THE RIGHTS ISSUE

The expected timetable for the Share Consolidation and the Rights Issue, as revised, is set out below:

Event 2016
Expected despatch date of circular with notice and form
of proxy for the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 7 March
Latest time for lodging transfer of shares to qualify
for attendance and voting at EGM. . . . . . . . . . . . . . . . . . . . . . . . . . 4:30 p.m. on Friday, 18 March
Latest time for lodging forms of proxy for the purpose
of the EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11:00 a.m. on Monday, 21 March
Closure of register of members of the Company . . . . . . . . . . . . . . . . . . . . . . . Monday, 21 March to
Wednesday, 23 March
(both dates inclusive)
Expected date and time of the EGM. . . . . . . . . . . . . . . . . . . . 11:00 a.m. on Wednesday, 23 March
Announcement of poll results of EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 23 March
Effective date of the Share Consolidation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 24 March
Dealings in the Consolidated Shares commences. . . . . . . . . . 9:00 a.m. on Thursday, 24 March
Original counter for trading in existing Shares in board lots
of 8,000 existing Shares (in the form of existing share certificates)
temporarily closes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Thursday, 24 March
Temporary counter for trading in Consolidated Shares
in board lots of 1,600 Consolidated Shares
(in the form of existing share certificates) opens . . . . . . . . 9:00 a.m. on Thursday, 24 March

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2016

Event

First day for free exchange of existing share certificates for new share certificates for the Consolidated Shares commences . . . . . . . . Thursday, 24 March Last day of dealings in Consolidated Shares on a cum-rights basis . . . . . . . Tuesday, 29 March First day of dealings in Consolidated Shares on an ex-rights basis . . . Wednesday, 30 March Latest time for the Shareholders to lodging transfer of Consolidated Shares in order to qualify for the Rights Issue . . . . . . . . . . . . . . . . . . 4:30 p.m. on Thursday, 31 March Closure of register of members of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 1 April to Wednesday, 6 April (both dates inclusive) Record Date and time for determining entitlements to the Rights Issue. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:30 p.m. on Wednesday, 6 April Register of members of the Company re-opens. . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 7 April Despatch of Prospectus Documents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 7 April First day of dealings in nil-paid Rights Shares. . . . . . . . . . . . . . . 9:00 a.m. on Monday, 11 April Latest time for splitting nil-paid Rights Shares. . . . . . . . . . . 4:30 p.m. on Wednesday, 13 April Original counter for trading in Consolidated Shares in board lots of 8,000 Consolidated Shares (in the form of new share certificates) re-opens . . . . . . . . . . . . 9:00 a.m. on Tuesday, 12 April Parallel trading in Consolidated Shares (in the form of both existing certificates in board lots of 1,600 Consolidated Shares and new certificates in board lots of 8,000 Consolidated Shares) commences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Tuesday, 12 April First day of odd lot arrangement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 12 April Last day of dealings in nil-paid Rights Shares . . . . . . . . . . . . . . . 4:00 p.m. on Monday, 18 April Latest time for acceptance of, and payment for, the Rights Shares. . . . . . . . . . . . . . 4:00 p.m. on Thursday, 21 April Latest time to terminate the Underwriting Agreement and for the Rights Issue to become unconditional. . . . . . 5:00 p.m. on Wednesday, 27 April

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2016

Event

Announcement of results of the Rights Issue. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 28 April Refund cheques, if any, to be despatched if the Rights Issue is terminated on or before . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 29 April Certificates for fully paid Rights Shares to be despatched on or before . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 29 April Commencement of dealings in fully-paid Rights Shares. . . . . . . . 9:00 a.m. on Tuesday, 3 May Temporary counter for trading in Consolidated Shares in board lots of 1,600 Consolidated Shares (in the form of existing share certificates) closes. . . . . . . . . . . . 4:00 p.m. on Tuesday, 3 May Last day of odd lot arrangement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 3 May Parallel trading in Consolidated Shares (represented by both existing certificates in board lots of 1,600 Consolidated Shares and new certificates in board lots of 8,000 Consolidated Shares) ends . . . . . . . . . . . 4:00 p.m. on Tuesday, 3 May Last day for free exchange of existing share certificates for the new share certificates for the Consolidated Shares.. . . . . . . . . . . . . . . . Thursday, 5 May

The above revised expected timetable is indicative only and has been prepared on the assumption that all the conditions of the Rights Issue will be fulfilled.

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

Hong Kong, 26 February 2016

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.

All Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement, and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any such statement contained in this announcement misleading.

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