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Synertone Communication Corporation — Proxy Solicitation & Information Statement 2025
Sep 1, 2025
50038_rns_2025-09-01_7fe4f7de-b022-4a25-be79-1197dba0b0de.pdf
Proxy Solicitation & Information Statement
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SYNERTONE
協同通信集團有限公司
SYNERTONE COMMUNICATION CORPORATION
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1613)
FORM OF PROXY FOR 2025 ANNUAL GENERAL MEETING
I/We,
of
being the registered holder(s) of
shares
of HK$0.10 each in the capital of Synertone Communication Corporation (the “Company”), HEREBY APPOINT the Chairman of the meeting
or
of
as my/our proxy to act for me/us at the annual general meeting of the Company to be held on Friday, 26 September 2025 at 3:00 p.m. at 5th Floor, United Centre, 95 Queensway, Admiralty, Hong Kong (“2025 AGM”) and at any adjournment thereof for the purpose of considering and, if thought fit, passing the proposed resolutions set out in the notice convening the 2025 AGM and at the 2025 AGM to vote for me/us and in my/our name(s) in respect of such resolutions as hereunder indicated, and, if no such indication is given, as my/our proxy thinks fit.
| ORDINARY RESOLUTIONS | FOR^{17} | AGAINST^{17} | |
|---|---|---|---|
| 1. | To receive and adopt the audited consolidated financial statements and the reports of the directors of the Company (the “Directors”) and the auditor of the Company for the year ended 31 March 2025. | ||
| 2. | To re-appoint Prism Hong Kong Limited as the auditor of the Company and to authorise the board of Directors to fix its remuneration. | ||
| 3. | (a) To re-elect Mr. Han Weining as Director. | ||
| (b) To re-elect Ms. Li Mingqi as Director. | |||
| 4. | To authorise the board of Directors to fix the remuneration of the Directors. | ||
| 5A. | To grant a general mandate to the Directors to repurchase shares of the Company. | ||
| 5B. | To grant a general mandate to the Directors to issue, allot and deal with new shares of the Company. | ||
| 6. | To approve the addition of an amount representing the aggregate number of shares of the Company mentioned in resolution numbered 5A to the aggregate number of shares of the Company that may be issued pursuant to resolution numbered 5B. | ||
| 7. | (a) To approve and adopt the Share Option Scheme (as defined in the Company’s circular dated 28 August 2025). | ||
| (b) To approve and adopt the Scheme Limit (as defined in the Company’s circular dated 28 August 2025). | |||
| 8. | To approve and adopt the Service Provider Sublimit (as defined in the Company’s circular dated 28 August 2025). | ||
| 9. | To approve the termination of the 2022 Share Option Scheme (as defined in the Company’s circular dated 28 August 2025). |
Dated this __ day of __ 2025
Shareholder’s signature
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 of the Company registered in your name(s).
III. If any proxy other than the Chairman of the meeting is preferred, strike out the words “the Chairman of the 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 meeting in person to represent you. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY. MY 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 2025 AGM.
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. To be valid, this form of proxy, together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof, must be lodged at the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at 17th Floor, Far East Finance Centre, No. 16 Harcourt Road, Hong Kong, not later than 3:00 p.m. on Wednesday, 17 September 2025 or not less than 48 hours before the time appointed for the holding of any adjourned meeting.
VII. The register of members of the Company will be closed from Tuesday, 16 September 2025 to Friday, 19 September 2025, both days inclusive, during which period no transfer of Shares will be registered. Transfer to be eligible to attend and vote at the 2024 AGM, all transfer of Shares accompanied by the relevant share certificate(s) must be lodged with the branch share registrar and transfer office of the Company in Hong Kong, Tricor Investor Services Limited, at 17th Floor, Far East Finance Centre, No. 16 Harcourt Road, Hong Kong for registration not later than 4:30 p.m. on Monday, 15 September 2025.
VIII. 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/she/it is 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.
IX. Completion and return of this form of proxy will not preclude you from attending and voting at the 2025 AGM or any adjourned meeting if you so wish. In the event, the form of proxy previously submitted shall be deemed to be revoked.
X. References to time and dates in this form are to Hong Kong time and dates.
XI. The description of the resolutions is by way of summary only. The full texts of the resolutions to be proposed at the 2025 AGM are set out in the Notice of 2025 AGM.
PERSONAL INFORMATION COLLECTION STATEMENT
Your supply of your and your proxy’s (or proxies’ name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the Meeting (the “Purposes”). We may transfer your and your proxy’s (or proxies’ name(s) and address(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to us for use in connection with the Purposes and to such parties who are authorised by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Our and our proxy’s (or proxies’ name(s) and addresses) will be resorted for each period as may be necessary to fulfil the Purposes. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong) and any such request should be in writing by mail to the Company/the Personal Data/Privacy Officer of Tricor Investor Services Limited at the above address.