Synertone Communication Corporation — Proxy Solicitation & Information Statement 2013

Dec 19, 2013

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SYNERTONE COMMUNICATION CORPORATION

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1613)

FORM OF PROXY FOR EXTRAORDINARY GENERAL MEETING

I/We[I] , of being the registered holder(s) of[II] of HK$0.01 each in the capital of Synertone Communication Corporation (the ‘‘Company’’), HEREBY APPOINT[III] the Chairman of the extraordinary general meeting or of as my/our proxy to act for me/us at the extraordinary general meeting (the ‘‘EGM’’) of the Company to be held at the Conference Room, 3/F, Nexxus Building, 77 Des Voeux Road Central, Hong Kong at 2:30 p.m. on Thursday, 9 January 2014 or any adjournment thereof to vote for me/us and my/our name(s) in respect of the resolution set out in the notice convening the said meeting as hereunder indicated, and, if no such indication is given, as my/our proxy thinks fit.

Please make a mark in the appropriate boxes to indicate how you wish your (votes) to be cast on a poll[IV] .

	ORDINARY RESOLUTION	FOR IV	AGAINST IV
(a) (b) (c) (d)	the execution, delivery and performance by the Company of a subscription agreement dated 8 November 2013 entered into between the Company and Regal Force Limited (the ‘‘Subscriber’’) in relation to the issue of convertible bonds by the Company with an aggregate principal amount of HK$500,000,000 (the ‘‘Convertible Bonds’’) entitling the holders thereof to convert the principal amount thereof into ordinary shares of the Company (the ‘‘Conversion Shares’’) at an initial conversion price of HK$2.00 (subject to adjustment) per Conversion Share (the ‘‘Subscription Agreement’’) and the transactions contemplated thereunder be and are hereby approved, ratified and confirmed; subject to the fulfillment or waiver of the conditions precedent set out in the Subscription Agreement, the directors of the Company be and are hereby authorised to issue the Convertible Bonds in accordance with the terms and conditions of the Subscription Agreement; the directors of the Company be and are hereby granted a specific mandate to exercise the powers of the Company to allot and issue the Conversion Shares; and the directors of the Company be and are hereby authorised to exercise all powers of the Company and take all steps as might in their opinion be desirable, necessary or expedient to give effect to or in connection with the Subscription Agreement including without limitation to: (i) the execution, amendment, supplement, delivery, submission and/or implementation of any further documents or agreements in relation to the Subscription Agreement, the issue of the Convertible Bonds and the issue and allotment of the Conversion Shares; and (ii) the taking of all necessary actions to implement the transactions contemplated under the Subscription Agreement.
Dated	Signature V

Notes:

• I. Full name(s) and address(es) to be inserted in BLOCK CAPITALS. The names of all joint holders should be stated.

II. Please insert the number of shares registered in your name(s) and to which this form of proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares in the capital of the Company registered in your name(s).

III. If any proxy other than the Chairman of the EGM is preferred, strike out the words ‘‘the Chairman of the extraordinary general meeting or’’ and insert the name and address of the proxy desired in the space provided. The proxy need not be a member of the Company but must attend the EGM in person to represent you. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALED BY THE PERSON WHO SIGNS IT.

IV. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, TICK IN THE BOX MARKED ‘‘FOR’’. IF YOU WISH TO VOTE AGAINST A RESOLUTION, TICK IN THE BOX MARKED ‘‘AGAINST’’. Failure to tick either box as instructed will entitle your proxy to cast your vote or abstain from voting at his discretion. Your proxy will also be entitled to vote at his discretion on any amendment of a resolution put to the EGM.

V. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either under its common seal or under the hand of an officer or attorney duly authorised to sign the same. VI. Tothereof,be valid,mustthisbe lodgedform ofatproxy,the Companytogether’swithsharetheregistrarpower inof HongattorneyKong,or otherTricorauthority,Investor ifServicesany, underLimited,whichatit26this signedFloor,orTesburya notariallyCentre,certified28 Queencopy’s Road East, Wanchai, Hong Kong, not less than 48 hours before the time appointed for the holding of the EGM (or any adjournment thereof). VII. In case of joint holders of a share of the Company, any one of such persons may vote, either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders be present at the meeting personally or by proxy, that one whose name stands first on the register of members of the Company in respect of such share will alone be entitled to vote in respect thereof.

VIII. Completion and return of this form of proxy will not preclude you from attending the EGM if you so wish. In the event that you, having lodged this form of proxy, attend the EGM, your form of proxy will be deemed to have been revoked.