Comba Telecom Systems Holdings Limited — Capital/Financing Update 2011

Apr 4, 2011

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 the 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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COMPLETION OF PLACING OF NEW SHARES UNDER GENERAL MANDATE

Placing Agent

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The Board announces that all conditions of the Placing have been fulfilled and the completion of the Placing took place on 4 April 2011. 247,900,000 Placing Shares have been successfully placed by the Placing Agent to not less than six Placees pursuant to the terms and conditions of the Placing Agreement.

Reference is made to the announcement of the Company dated 25 March 2011 in relation to the Placing (the “Announcement”). Capitalized terms used in this announcement shall have the same meanings as those defined in the Announcement unless the context otherwise requires.

COMPLETION OF THE PLACING

The Board announces that all conditions of the Placing have been fulfilled and the completion of the Placing took place on 4 April 2011. 247,900,000 Placing Shares have been successfully placed by the Placing Agent to not less than six Placees. To the best of the Directors’ knowledge, information and belief having made all reasonable enquires, the Placees are independent institutional, professional and/or individual investors and not parties acting in concert with the controlling Shareholder(s) (if any) (as defined under the Takeovers Code), and not connected with any directors, chief executive or substantial shareholders of the Company or its subsidiaries and their respective associates. It is expected that none of the Placees and their respective associates will become a substantial Shareholder upon completion of the Placing.

SHAREHOLDING STRUCTURE OF THE COMPANY

The 247,900,000 Placing Shares represent approximately 20.00% of the issued share capital of the Company immediately before completion of the Placing and approximately 16.66% of the issued share capital of the Company as enlarged by the issue of the 247,900,000 Placing Shares.

* for identification purpose only

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Set out below is the shareholding structure of the Company (i) immediately before completion of the Placing; and (ii) upon completion of the Placing:

The Placees (Note)Other public ShareholdersTotal	Immediately beforecompletion of the PlacingUpon completion of thePlacingNumber of Shares%Number of Shares%--247,900,00016.661,239,651,314100.001,239,651,31483.34
	1,239,651,314100.001,487,551,314100.00

Note:

To the best of the Directors’ knowledge, the Placees and their ultimate beneficial owners are third parties independent of and not connected with the Company and its connected persons. Therefore, the Placees are treated as public Shareholders.

By Order of the Board 21 Holdings Limited Ng Kai Man Chairman

Hong Kong, 4 April 2011

As at the date of this announcement, the Board comprises Mr. Ng Kai Man (Chairman), Mr. Cheng Yuk Wo and Mr. Ha Kee Choy, Eugene as executive Directors and Mr. Chui Chi Yun, Robert, Mr. Lam Kwok Cheong and Mr. Lui Siu Tsuen, Richard as independent non-executive Directors.

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