Synertone Communication Corporation — M&A Activity 2018

Sep 28, 2018

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)

LETTER OF INTENT IN RELATION TO A POSSIBLE ACQUISITION

This announcement is made by Synertone Communication Corporation (the “ Company ”) pursuant to Rule 13.09 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”) and the Inside Information Provisions under Part XIVA of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong).

POSSIBLE ACQUISITION

The board (the “ Board ”) of directors (the “ Directors ”) of the Company is pleased to announce that on 28 September 2018, the Company, as purchaser, entered into a non-legally binding letter of intent (the “ LOI ”) with Iogo Workshop Investment Ltd (the “ Vendor ”), as vendor, in relation to the possible acquisition in a controlling interest in Dolphin International Technology Co., Limited (海豚國際科技有限公司) (the “ Target Company ”) (the “ Possible Acquisition ”). The Target Company is an innovative high-tech enterprise, focusing on the integration of the big data cloud platform of the internet by using the smart shared hardware, principally engaged in the provision of smart power bank rental and information dissemination services across China.

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, as at the date of this announcement, each of the Vendor and its ultimate beneficial owner(s) are third parties independent of the Company and its connected person(s) (as defined in the Listing Rules).

From the date of the signing of the LOI, the Company shall be entitled to carry out due diligence review on business, financial and legal, and other matters in relation to the Target Company. Subject to the results of such due diligence review and further negotiations between the parties on the price, the shareholding percentage to be acquired, and other terms

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and conditions, the Company and the Vendor shall enter into a formal and binding agreement in respect of the Possible Acquisition. In addition, under the LOI, the Vendor will not, and will procure the Target Company will not, directly or indirectly, for a period of 90 days commencing from the date of the LOI (the exclusivity period shall automatically be extended for 60 days if the parties have not yet entered into the formal agreement by the end of the 90-day period) to solicit, initiate or encourage inquiries or offers from; or initiate or continue negotiations or discussions with or furnish any information to any person or entity other than the Company with respect to the Possible Acquisition.

GENERAL

The LOI, save for provisions therein regarding the due diligence review, confidentiality, expenses, exclusivity and governing law, is non-legally binding and does not constitute legally-binding commitment of the parties thereto in respect of the consummation of the Possible Acquisition.

Should the Possible Acquisition materialise, it may constitute a notifiable transaction for the Company under the Listing Rules. Further announcement will be made by the Company as and when appropriate in accordance with the Listing Rules.

The Board wishes to emphasise that the Possible Acquisition may or may not proceed and that the Company has not entered into any binding agreement in relation to the Possible Acquisition as at the date of this announcement. Since the Possible Acquisition may or may not materialise or eventually be consummated, the shareholders and potential investors of the Company are urged to exercise extreme caution when dealing in the securities of the Company.

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

Hong Kong, 28 September 2018

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. Wang Chen and Ms. Li Mingqi.

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