Synertone Communication Corporation — Proxy Solicitation & Information Statement 2016

Mar 6, 2016

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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)

PROXY FORM

Form of proxy for use by shareholders at the Extraordinary General Meeting (the ‘‘Meeting’’) to be convened at 9/F., Block B, Teng Bang Building, 1st Qingshuihe Road, Luohu District, Shenzhen, China on Wednesday, 23 March 2016 at 9:00 a.m.

I/We (note a)

of

being the holder(s) of (note b) shares of HK$0.01 each of Synertone Communication Corporation (the ‘‘Company’’) hereby appoint the Chairman of the Meeting or of

to act as my/our proxy (note c) at the Meeting of the Company to be held at 9/F., Block B, Teng Bang Building, 1st Qingshuihe Road, Luohu District, Shenzhen, China on Wednesday, 23 March 2016 at 9:00 a.m. and at any adjournment thereof and to vote in respect of the resolutions set out in the notice (the ‘‘Notice’’) convening the Meeting dated 7 March 2016 on my/our behalf as directed below.

Please make a mark in the appropriate boxes to indicate how you wish your vote(s) to be cast on a poll (note d).

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ORDINARY RESOLUTIONS FOR AGAINST
1. To approve the Share Consolidation in terms as set out in Ordinary Resolution number 1 in the Notice and to
authorise any one Director to do all such acts and things, and execute all such further documents which he may
consider necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and
giving effect to the Share Consolidation.
2. To approve the Rights Issue and the transactions contemplated thereunder (including the Underwriting Agreement
and the absence of arrangements for application for the Rights Shares by the Qualifying Shareholders in excess of
their entitlements) in terms as set out in Ordinary Resolution number 2 in the Notice, and to authorise any
Directors to sign or execute such documents and do all such acts and things in connection with the allotment and
issue of the Rights Shares, the implementation of the Rights Issue and the Underwriting Agreement, the exercise or
enforcement of any of the Company’s rights under the Underwriting Agreement and to make and agree to make
such variations of the terms of the Underwriting Agreement as they may in their discretion consider to be
appropriate, necessary or desirable and in the interests of the Company and its shareholders.
3. To approve the Whitewash Waiver granted or to be granted by the Executive Director of the Corporate Finance
Division of the Securities and Futures Commission to the Underwriter pursuant to Note 1 on the Dispensations
from Rule 26 of the Hong Kong Code on Takeovers and Mergers from an obligation to make a general mandatory
offer for all the issued shares of the Company not already owned by the Underwriter and the parties acting in
concert with it as a result of the subscription of the Rights Shares by the Underwriter pursuant to the Underwriting
Agreement and to authorize the Directors to do all such things and acts and execute all documents which they
consider necessary, desirable or expedient to implement or to give effect to any matters relating to the Whitewash
Waiver.
4. To approve the increase in authorised share capital from HK$200,000,000 divided into 4,000,000,000 Consolidated
Shares of HK$0.05 each to HK$400,000,000 by the creation of an additional 4,000,000,000 Consolidated Shares of
HK$0.05 each and to authorize any Directors be and is/are authorized to do all such acts and things and execute all
such documents which he may consider necessary, desirable or expedient for the purpose of, or in connection with,
the implementation of and giving effect to the Increase in authorised share capital.
Dated the day of 2016 Shareholder’s signature (notes e, f, g and h)
Notes:
a Full name(s) and address(es) are to be inserted in BLOCK CAPITALS.
b Please insert the number of shares registered in your name(s). 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).
c A proxy need not be a member of the Company. If you wish to appoint some person other than the Chairman of the Meeting as your proxy, please delete the words ‘‘the
Chairman of the Meeting or’’ and insert the name and address of the person appointed proxy in the space provided.
d box(es)If you wishmarkedto vote‘‘Againstfor any’’. Ifofthisthe formresolutionsreturnedsetisoutdulyabove,signedpleasebut withouttick (‘‘Pspecific’’) the directionbox(es) markedon any ‘‘ofForthe’’.proposedIf you wishresolutions,to vote againstthe proxyanywillresolutions,vote or abstainplease attickhis(‘‘discretionP’’) the
in respect of all resolutions; or if in respect of a particular proposed resolution there is no specific direction, the proxy will, in relation to that particular proposed resolution,
vote or abstain at his discretion. A proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those set out in the notice
convening the Meeting.
e In the case of a joint holding, this form of proxy may be signed by any joint holder, but if more than one joint holder is present at the meeting, whether in person or by proxy,
that one of the joint holder whose name stands first on the register of members in respect of the relevant joint holding shall alone be entitled to vote in respect thereof.
f The form of proxy must be signed by a shareholder, or his attorney duly authorised in writing, or if the shareholder is a corporation, either under its Common Seal or under the
hand of an officer or attorney so authorised.
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h Any alteration made to this form should be initialled by the person who signs the form.
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