Synertone Communication Corporation — Proxy Solicitation & Information Statement 2015

Jul 30, 2015

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 stockbroker or other registered dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Synertone Communication Corporation, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or other transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or 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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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 2015 ANNUAL GENERAL MEETING

A notice convening the annual general meeting of the Company to be held at 9/F., Block B, Teng Bang Building, 1st Qingshuihe Road, Luohu District, Shenzhen, China on Wednesday, 30 September 2015 at 1:00 p.m. (the ‘‘2015 AGM’’) (or any adjournment thereof), is set out on pages 13 to 16 of this circular. A form of proxy for use at 2015 AGM is enclosed with this circular.

Whether or not you intend to attend the 2015 AGM, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the Hong Kong share registrar of the Company, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the 2015 AGM or any adjourned meeting thereof. Completion and return of the form of proxy shall not preclude you from attending and voting at the meeting or any adjourned meeting should you so desire.

31 July 2015

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 2015 Annual General Meeting . . . . . . . . . . . . . . . . . .	10
Notice of 2015 Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		13

– i –

DEFINITIONS

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

• ‘‘2015 AGM or 2015 Annual General Meeting’’

• the annual general meeting of the Company for the year ended 31 March 2015 to be held at 9/F., Block B, Teng Bang Building, 1st Qingshuihe Road, Luohu District, Shenzhen, China on Wednesday, 30 September 2015 at 1:00 p.m., notice of which is set out on pages 13 to 16 of this circular

• ‘‘Articles of Association’’ or ‘‘Articles’’

• the articles of association of the Company adopted on 22 March 2012 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 all of its subsidiaries

• ‘‘Issue Mandate’’

• a general and unconditional mandate proposed to be granted to the Directors to exercise all the powers of the Company to allot, issue and deal with the Shares of up to 20% of the aggregate nominal amount of issued share capital of the Company as at the date of passing of relevant resolution granting the Issue Mandate

• ‘‘Latest Practicable Date’’

• 27 July 2015, 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

• ‘‘Option(s)’’ any options granted under the Share Option Scheme

• ‘‘Repurchase Mandate’’

• a general and unconditional mandate proposed to be granted to the Directors to exercise all powers of the Company to repurchase the fully paid-up Shares up to 10% of the aggregate nominal amount of issued share capital of the Company as at the date of passing of relevant resolution granting the Repurchase Mandate

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DEFINITIONS

• ‘‘SFO’’ 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$0.01 each in the share capital of the Company

• ‘‘Share Option Scheme’’ the share option scheme adopted by the Company on 22 March 2012

• ‘‘Share Registrar’’ Tricor Investor Services Limited, being the Hong Kong share registrar and transfer office of the Company at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, 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

• ‘‘Takeover Code’’ The Code on Takeovers and Mergers ‘‘HK$’’ Hong Kong dollars, the lawful currency of the Hong Kong Special Administrative Region

• ‘‘%’’ per cent

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LETTER FROM THE BOARD

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SYNERTONE COMMUNICATION CORPORATION

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1613)

Directors: Wong Chit On (Chairman) Han Weining (Chief Executive Officer) Lam Ying Hung Andy Hu Yunlin Wang Chen*

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

(* Independent non-executive Directors)

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

31 July 2015

To the Shareholders

Dear Sir or Madam,

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

NOTICE OF 2015 ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with the notice of 2015 AGM and more information regarding certain resolutions to be proposed at 2015 AGM to seek approval of the Shareholders, including but not limited to (a) 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 2015 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 2015 AGM to grant a general and unconditional mandate to the Directors to allot, issue and otherwise deal with Shares or underlying shares of the Company (other than by way of rights or pursuant to a share option scheme for the Directors and employees of the Company and/or its subsidiaries or pursuant to any scrip dividend scheme or similar arrangement) up to a maximum of 20% of the aggregate nominal amount of the share capital of the Company in issue 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 any Shares with a nominal amount equal to the Shares repurchased by the Company pursuant to the Repurchase Mandate. The Issue Mandate (if granted) shall continue in force until the next annual general meeting of the Company or any earlier date as referred to in the relevant resolution in the notice of 2015 AGM. The Board would like to state that it has no present intention to issue any new Shares pursuant to the Issue Mandate.

Repurchase Mandate

An ordinary resolution will be proposed at the 2015 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 aggregate nominal amount of Shares to be purchased shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue at the date of granting the Repurchase Mandate. The Repurchase Mandate (if granted) shall continue in force until the next annual general meeting of the Company or any earlier date as referred to in the relevant resolution in the notice of 2015 AGM. The Board would like to state that it has no present intention to purchase any Shares pursuant to the Repurchase Mandate.

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 aggregate number of Shares in issue was 7,049,000,000. 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 2015 AGM, the exercise of the Repurchase Mandate in full would enable the Company to repurchase up to 704,900,000 Shares and the exercise of the Issue Mandate in full would enable the Company to allot, issue and deal with up to 1,409,800,000 Shares.

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LETTER FROM THE BOARD

RE-ELECTION OF RETIRING DIRECTORS

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 said Article 84, Mr. Han Weining (‘‘Mr. Han’’) and Mr. Hu Yunlin (‘‘Mr. Hu’’) shall retire from office by rotation at the 2015 AGM. According to Article 83(3) of the Articles of Association, the directors shall have the power from time to time and at any time to appoint any person as a Director either to fill a casual vacancy on the Board or as an addition to the existing Board. Any Director appointed by the Board to fill a casual vacancy shall hold office until the first general meeting of Members after his appointment and be subject to re-election at such meeting. In accordance with the said Article 83(3), Mr. Wang Chen (‘‘Mr. Wang’’) shall retire from office at the 2015 AGM. All the retiring Directors, being eligible, will respectively offer themselves for re-election as executive Director or independent non-executive Directors.

An ordinary resolution will be proposed at the 2015 AGM to re-elect Mr. Han as executive Director and each of Mr. Hu and Mr. Wang as independent non-executive Directors.

Mr. Hu and Mr. Wang, independent non-executive Directors appointed on 28 February 2011 and 25 June 2015 respectively, have met the independence guidelines set out in Rule 3.13 of the Listing Rules and are not involved in the daily management and operation of the Company nor are they in any relationships or circumstance which would interfere with the exercise of their independent judgment. Moreover, each of Mr. Hu and Mr. Wang has demonstrated his ability to provide an independent view to the Company’s matters during his tenure of office. After re-election, Mr. Hu and Mr. Wang will be subject to the provisions of the Articles of Association regarding retirement and as the case may be, re-election at future annual general meeting of the Company. Hence, the Board is of the opinion that Mr. Hu and Mr. Wang remain independent and thus recommends them for re-election at the 2015 AGM.

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

2015 AGM AND PROXY PROCEDURE

A notice convening the 2015 AGM for the purpose of considering and, if thought fit, passing the abovementioned ordinary resolutions is set out on pages 13 to 16 of this circular. A form of proxy is enclosed for your use at the 2015 AGM. Shareholders are requested to complete and return the form of proxy to the Share Registrar as soon as possible, but in any event not later than 48 hours before the time appointed for the holding the 2015 AGM or any adjournment thereof. The lodging of a form of proxy will not preclude you from attending the 2015 AGM and voting in person should you so wish.

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. After the conclusion of the 2015 AGM the results of the Poll will be published on the websites of the Stock Exchange and the Company.

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LETTER FROM THE BOARD

RECOMMENDATIONS

The Directors believe that the proposed grant of the Issue Mandate (including the extended Issue Mandate) and the Repurchase Mandate and the proposed re-election of Directors are in the best interests of the Company. Accordingly, the Directors recommend that you vote in favour of the resolutions to be proposed at the 2015 AGM.

RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, 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 facts the omission of which would make any statement herein or this circular as a whole 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 WONG CHIT ON

Chairman and Executive Director

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APPENDIX I EXPLANATORY STATEMENT FOR REPURCHASE MANDATE

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 purchase their securities 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 issued share capital 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 issued share capital of the Company comprised 7,049,000,000 Shares. Subject to the passing of the proposed resolution granting the Repurchase Mandate and on the basis that no further Shares are issued or repurchased by the Company prior to the 2015 AGM, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 704,900,000 Shares, representing 10% of the issued share capital of the Company 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 at the time, lead to an enhancement of the net value of the Company and its assets 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 its memorandum of the Company and the Articles of Association, the Listing Rules and the respective applicable laws and regulations of Hong Kong and the Cayman Islands.

5. IMPACT OF REPURCHASES

Based on the audited consolidated financial statements for the year ended 31 March 2015, 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

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APPENDIX I EXPLANATORY STATEMENT FOR REPURCHASE MANDATE

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.

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 and subsequently exercised, to sell any Shares to the Company or its subsidiaries.

No core connected persons (as defined in the Listing Rules) have notified the Company that they have a present intention to sell Shares to the Company, nor have any of them undertaken not to do so, if the Repurchase Mandate is approved 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 respective applicable laws and regulations of Hong Kong and 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, Mr. Wong Chit On (‘‘Mr. Wong’’), being the beneficial owner of all the issued share capital of Excel Time Investments Limited and the spouse of Ms. Ni Yunzi (‘‘Ms. Ni’’), is deemed or taken to be interested in an aggregate of 2,140,000,000 Shares for the purpose of the SFO, which constituted approximately 30.36% of the issued share capital of the Company. Being the spouse of Mr. Wong, Ms. Ni is also deemed or taken to be interested in an aggregate of 2,140,000,000 Shares for the purposes of the SFO. 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. Wong (and/or Ms. Ni) in the Company would increase to approximately 33.73%. As a result, Mr. Wong (and/or Ms. Ni),

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APPENDIX I EXPLANATORY STATEMENT FOR REPURCHASE MANDATE

together with the parties acting in concert may be required 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.

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.

10. MARKET PRICES

The highest and lowest closing prices at which the Shares had traded on the Stock Exchange during each of the twelve months preceding the Latest Practicable Date were as follows:

	Traded market	Traded market
	price per Share
	Highest	Lowest
Month	HK$	HK$
July 2014	0.570	0.465
August 2014	0.560	0.460
September 2014	0.750	0.560
October 2014	0.890	0.620
November 2014	0.820	0.650
December 2014	0.770	0.550
January 2015	0.800	0.620
February 2015	0.710	0.530
March 2015	0.680	0.530
April 2015	0.660	0.465
May 2015	0.770	0.560
June 2015	0.640	0.420
July 2015 (up to the Latest Practicable Date)	0.475	0.150

11. EXTENSION OF ISSUE MANDATE

A resolution will also be proposed at the 2015 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 nominal amount of any Shares repurchased pursuant to the Repurchase Mandate.

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PARTICULARS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION AT 2015 ANNUAL GENERAL MEETING

APPENDIX II

The following are the biographical details of the three Directors proposed to be re-elected at the 2015 AGM. Save for the information set out below, there is no information to be disclosed pursuant to any of the requirements of the provisions under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules nor are there other matters that need to be brought to the attention of the Shareholders in respect of the following Directors who stand for re-election at the 2015 AGM.

EXECUTIVE DIRECTOR

Mr. Han Weining (韓衛寧), aged 53, was appointed as an executive Director and chief executive officer of the Company in February 2011 and June 2015, respectively. From 1989 to 2006, Mr. Han worked at Citect Corporation Limited, later acquired by Schneider Electric and his last position was the director of Asia pacific region. Since 2006, Mr. Han has been an executive director of MOX Group in Australia. He graduated from Zhejiang University (浙江大 學) with major in wireless electronic technology and Master Degree in Engineering in 1983 and 1986, respectively. He was elected as a member of the Institution of Engineers in Australia in 1994. Save as disclosed herein, Mr. Han did not hold any directorship in any other listed companies in the past three years nor did he hold any other position with the Company and other members of the Group.

Mr. Han has entered into a service contract with the Company as the chief executive officer of the Company and an executive Director for an initial term of three years commencing from 25 June 2015. Mr. Han is subject to retirement by rotation and re-election in accordance with the Articles of Association. Pursuant to the said service agreement, the current annual salary (inclusive of Director’s fee) payable to Mr. Han is HK$1,200,000 per year and discretionary bonus as may be determined by the Board. The remuneration package of Mr. Han is determined by his duties and responsibilities within the Group and the remuneration policy of the Company.

Mr. Han is interested in 6,000,000 Options exercisable into 6,000,000 Shares, representing approximately 0.09 per cent (%) of the total issued share capital of the Company as at the Latest Practicable Date. Save as disclosed herein, as at the Latest Practicable Date, Mr. Han does not have any relationships with any Directors, senior management, substantial or controlling shareholders (as respectively defined in the Listing Rules) of the Company and was not interested or deemed to be interested in any Shares or underlying Shares within the meaning of Part XV of the SFO.

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PARTICULARS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION AT 2015 ANNUAL GENERAL MEETING

APPENDIX II

INDEPENDENT NON-EXECUTIVE DIRECTORS

Mr. Hu Yunlin (胡雲林), aged 53, was appointed as an independent non-executive Director in February 2011. He is the chairman of the remuneration committee and a member of the audit committee and the nomination committee of the Company. Mr. Hu graduated from People’s Liberation Army Air Force Electronic Communication Engineering Institute (中國人 民解放軍空軍電訊工程學院) in 1986, major in wireless electronic engineering. He has served as chief manager in Zhuhai Ji Di Te Communication Utilities Company Limited (珠海吉迪特通 信器材有限公司) since 1995. He has also served as director in Zhuhai Gao Ling Information Technology Company Limited (珠海高凌信息科技有限公司) since 2000. Save as disclosed herein, Mr. Hu did not hold any directorship in any other listed companies in the past three years.

Mr. Hu has entered into a letter of appointment with the Company as an independent nonexecutive Director commencing from 18 April 2012. Mr. Hu is subject to retirement by rotation and re-election in accordance with the Articles. Mr. Hu is entitled to a Director’s remuneration of HK$100,000 per year, which is based on the Company’s remuneration policy adopted for independent non-executive Directors.

Mr. Hu is interested in 6,000,000 Options exercisable into 6,000,000 Shares, representing approximately 0.09 per cent (%) of the total issued share capital of the Company as at the Latest Practicable Date. Save as disclosed herein, as at the Latest Practicable Date, Mr. Hu does not hold any other position with the Company or any of its subsidiaries. He is not and was not connected with any Director, senior management, substantial or controlling shareholders (as respectively defined in the Listing Rules) of the Company and he was not interested or deemed to be interested in any Shares or underlying Shares within the meaning of Part XV of the SFO.

Mr. Wang Chen (王忱), aged 50, was appointed as an independent non-executive Director in June 2015. He is the chairman of the nomination committee and a member of the audit committee and the remuneration committee of the Company. He 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. Mr. Wang is the Chairman of Guangzhou SKYI Information Technology Co., Ltd., a company established in 2006 and engages in development on software of quality assurance and general automated test system, since 2006. Mr. Wang did not hold any directorships in other listed public companies in the past three years.

Mr. Wang had entered into a letter of appointment with the Company as an independent non-executive Director commencing from 25 June 2015. Mr. Wang is subject to retirement and re-election at the next following annual general meeting of the Company after his appointment and thereafter subject to retirement by rotation and re-election in accordance with the Articles

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PARTICULARS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION AT 2015 ANNUAL GENERAL MEETING

APPENDIX II

of Association. Mr. Wang is entitled to a Director’s remuneration of HK$100,000 per year, which is based on the Company’s remuneration policy adopted for independent non-executive Directors.

As at the Latest Practicable Date, Mr. Wang is not connected with any Directors, senior management or substantial or controlling shareholders (as respectively defined in the Listing Rules) of the Company and he does not have any interests in the Shares within the meaning of Part XV of the SFO.

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NOTICE OF 2015 ANNUAL GENERAL MEETING

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SYNERTONE COMMUNICATION CORPORATION

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1613)

NOTICE IS HEREBY GIVEN that an annual general meeting of Synertone Communication Corporation (the ‘‘Company’’) will be held at 9/F., Block B, Teng Bang Building, 1st Qingshuihe Road, Luohu District, Shenzhen, China on Wednesday, 30 September 2015 at 1:00 p.m. to transact the following businesses as ordinary resolutions:

1. To receive and approve the audited consolidated financial statements and the reports of the directors (the ‘‘Director’’) and the auditor (the ‘‘Auditor’’) of the Company for the year ended 31 March 2015;

2. To re-appoint CCIF CPA Limited as the Auditor and to authorise the board of Directors to fix the remuneration of the Auditor;

3. (a) to re-elect Mr. Han Weining as executive Director;

4. (b) to re-elect Mr. Hu Yunlin as independent non-executive Director; and

5. (c) to re-elect Mr. Wang Chen as independent non-executive 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 number 5A, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase shares in the capital 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 2015 ANNUAL GENERAL MEETING

• (b) the aggregate nominal amount of shares of the Company which may be repurchased by the Directors pursuant to the approval in paragraph (a) above in this resolution number 5A shall not exceed 10 per cent of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this resolution and the authority pursuant to paragraph (a) above shall be limited accordingly; and

• (c) 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 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 sub-paragraph (c) below in this resolution number 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 sub-paragraph (a) above in this resolution number 5B shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such power after the end of the Relevant Period (as hereinafter defined);

• (c) the aggregate nominal amount of shares 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 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

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NOTICE OF 2015 ANNUAL GENERAL MEETING

Company, or (v) other similar arrangement pursuant to any specific authority granted by the Shareholders in general meeting, shall not exceed 20 per cent of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this resolution, and the authority pursuant to paragraph (a) above in this resolution number 5B shall be limited accordingly; 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 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 in general meeting; and

‘‘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 whose name appear on the Register 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).’’

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 resolution numbers 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 in the capital of the Company pursuant to resolution number 5B referred to above be and is hereby extended by adding thereto an amount representing the aggregate nominal amount of shares in the capital of the Company repurchased by the Company pursuant to resolution number 5A referred to above (provided that such amount shall not exceed 10 per cent of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this resolution).’’

By order of the Board Synertone Communication Corporation Tse Kam Fai Company Secretary

Hong Kong, 31 July 2015

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NOTICE OF 2015 ANNUAL GENERAL MEETING

Notes:

• (1) A member entitled to attend and vote at the above meeting is entitled to appoint one or if he is a holder of more than one share of the Company, one or more proxies to attend and vote in his stead. A proxy need not be a member of the Company.

• (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 Hong Kong Share Registrar, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time fixed for holding the meeting or any adjournment thereof. 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.

• (3) Concerning the ordinary resolutions set out in resolution number 5B and in resolution number 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.

• (4) Concerning the resolutions set out in resolution number 5A of the above notice, the Directors would like to state that they will exercise the powers conferred thereby to purchase shares of the Company in circumstances which they deem appropriate for the benefit of the Shareholders. An explanatory statement containing the information necessary to enable the Shareholders to make an informed decision to vote on the proposed resolution as required by the Listing Rules is set out in the Appendix I in the circular of which this notice of the annual general meeting forms part.

• (5) 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.

• (6) Where there are joint holders of shares of the Company, any one of such persons may vote at the above meeting (or any adjournment thereof), 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 of the said persons so present whose name stands first on the Register in respect of such share will alone be entitled to vote in respect thereof.

• (7) As at the date of this notice, the board of Directors consists of five Directors, namely Mr. Wong Chit On and Mr. Han Weining as executive Directors; and Mr. Lam Ying Hung Andy, Mr. Hu Yunlin and Mr. Wang Chen as independent non-executive Directors.

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