Comba Telecom Systems Holdings Limited — Capital/Financing Update 2016

Aug 26, 2016

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 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 announcement.

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COMBA TELECOM SYSTEMS HOLDINGS LIMITED 京 信 通 信 系 統 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 2342)

GRANT OF SHARE OPTIONS

This announcement is made pursuant to Rule 17.06A of the Rules Governing the Listing of Securities (the “ Listing Rules ”) on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”).

The board of directors (the “ Board ”) of Comba Telecom Systems Holdings Limited (the “ Company ”) hereby announces that on 26 August 2016 (the “ Date of Grant ”), the Company has granted 70,000,000 share options (the “ Share Options ”) to various individuals (the “ Grantees ”), subject to acceptance of the Grantees, under the share option scheme adopted by the Company on 3 June 2013. The Share Options shall entitle the Grantees to subscribe for a total of 70,000,000 new ordinary shares of HK$0.100 each (the “ Share(s) ”) in the share capital of the Company. Details of the Share Options granted are set out below:

Date of Grant : 26 August 2016 Exercise price of the : HK$1.380 per Share, which is higher of (i) HK$0.100, being Share Options granted the nominal value of the Share; (ii) HK$1.380, being the closing price of the Shares as stated in the daily quotations sheet of the Stock Exchange on the Date of Grant; and (iii) HK$1.376, being the average of the closing price of the Shares as stated in the daily quotations sheets of the Stock Exchange from 19 August 2016 to 25 August 2016, both dates inclusive (being the five consecutive trading days immediately preceding the Date of Grant) Closing price of the : HK$1.380 Shares on the Date of Grant

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• Validity period of the : The Share Options shall have a validity period of 5 years Share Options from 26 August 2016 to 25 August 2021, both dates inclusive, subject to the vesting conditions as stated in the offer letters to the Grantees.

25% of the Share Options shall be vested on the date falling the first anniversary of the Date of Grant and exercisable from 26 August 2017 to 25 August 2021, both dates inclusive.

25% of the Share Options shall be vested on the date falling the second anniversary of the Date of Grant and exercisable from 26 August 2018 to 25 August 2021, both dates inclusive.

25% of the Share Options shall be vested on the date falling the third anniversary of the Date of Grant and exercisable from 26 August 2019 to 25 August 2021, both dates inclusive.

25% of the Share Options shall be vested on the date falling the fourth anniversary of the Date of Grant and exercisable from 26 August 2020 to 25 August 2021, both dates inclusive.

Among all the Share Options granted above, 6,400,000 Share Options were granted to the following directors of the Company (including independent non-executive directors) with details as follows:

Executive directorsYeung Pui Sang, SimonZhang Yuan JianIndependent non-executive directorsLiu CaiLau Siu Ki, KevinLin Jin TongQian Ting ShuoTotal:	Number ofShare Options granted3,000,0003,000,000100,000100,000100,000100,000
	6,400,000

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The grant of the Share Options to each of the above directors has been respectively approved by the independent non-executive directors of the Company (excluding the independent non-executive director who is the grantee of the Share Options). Each of the directors has abstained from voting in the grant of Share Options to him.

Save as disclosed above, none of the Grantees is a director, chief executive or substantial shareholder (as defined in the Listing Rules) of the Company, or any of their respective associates (as defined in the Listing Rules) as at the date of this announcement.

By order of the Board Comba Telecom Systems Holdings Limited Fok Tung Ling Chairman

Hong Kong, 26 August 2016

As at the date of this announcement, the Board comprises the following executive directors: Mr. FOK Tung Ling, Mr. ZHANG Yue Jun, Mr. ZHENG Guo Bao, Mr. YEUNG Pui Sang, Simon and Mr. ZHANG Yuan Jian; and the following independent non-executive directors: Mr. LIU Cai, Mr. LAU Siu Ki, Kevin, Dr. LIN Jin Tong and Mr. QIAN Ting Shuo.

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