Comba Telecom Systems Holdings Limited — Proxy Solicitation & Information Statement 2009

Sep 17, 2009

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COMBA TELECOM SYSTEMS HOLDINGS LIMITED 京信通信系統控股有限公司

(Incorporated in Cayman Islands with limited liability)

(Stock Code: 2342)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of Comba Telecom Systems Holdings Limited (the “ Company ”) will be held at 611 East Wing, No. 8 Science Park West Avenue, Hong Kong Science Park, Tai Po, Hong Kong on Friday, 9 October 2009 at 3:00 p.m., to approve the following ordinary resolution:

1. “THAT conditional upon the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Bonus Shares (as defi ned in paragraph (a) of this resolution):

2. (a) upon the recommendation of the Directors, an amount of HK$9,598,225 standing to the credit of the share premium account of the Company be capitalized and the Directors be and are hereby authorized to apply such amount in paying up in full at par 95,982,245 new Shares of HK$0.10 each in the capital of the Company (“ Bonus Shares ”), and the Directors be authorized to allot, issue and distribute the Bonus Shares which are credited as fully paid, to the members of the Company whose names appear on the branch register of members of the Company in Hong Kong (the “ Register of Members ”) as at the close of business on 9 October 2009 (the “ Record Date ”), other than those members (the “ Excepted Shareholders ”) whose addresses as shown on the Register of Members at the close of business on the Record Date are in places outside Hong Kong and in respect of whom the Directors consider the exclusion from the Bonus Issue (as defi ned below) to be necessary or expedient in accordance with the Rules (the “ Listing Rules ”) Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) and the memorandum and articles of association of the Company, on the basis of 1 Bonus Share for every 10 existing Shares of HK$0.10 each in the capital of the Company then held by them respectively (“ Bonus Issue ”), and the Directors be authorized to settle, as they consider appropriate, any diffi culty in regard to any distribution of the Bonus Shares;

3. (b) the Bonus Shares to be issued pursuant to this resolution shall, subject to the memorandum and article of association of the Company, rank pari passu in all respects with the existing issued Shares of HK$0.10 each in the capital of the Company, except that they will not be eligible for the Bonus Issue of Shares mentioned in this resolution and the interim dividend for the six months 30 June 2009, if any;

4. (c) the Directors be and hereby authorized to arrange for the Bonus Shares which would otherwise have been issued to the Excepted Shareholders, if any, to be sold in the market as soon as practicable after dealing in the Bonus Shares commences, and distribute the net proceeds of sale, after deduction of expenses, in Hong Kong dollars to the Excepted Shareholders, if any, pro rata to their respective shareholdings and to post to them the

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remittances therefor at their own risk, unless the amount falling to be distributed to any such persons is less than HK$100.00, in which case the Directors be and are hereby authorized to retain such amount for the benefi t of the Company; and

• (d) the Directors be and are hereby authorized to do all acts and things as may be necessary and expedient in connection with the issue of the Bonus Shares.”

Yours faithfully For and on behalf of the board of directors of Comba Telecom Systems Holdings Limited Fok Tung Ling Chairman and President

Hong Kong, 18 September 2009

Registered offi ce:

Registered offi ce: Head offi ce and principal place of Cricket Square business in Hong Kong: Hutchins Drive 611 East Wing P.O. Box 2681 No. 8 Science Park West Avenue Grand Cayman KY1-1111 Hong Kong Science Park Cayman Islands Tai Po, Hong Kong

Notes:

1. A member entitled to attend and vote at the extraordinary general meeting convened by the above notice is entitled to appoint one or more proxy to attend and, subject to the provisions of the articles of association of the Company, to vote on his behalf. A proxy need not be a member of the Company but must be present in person at the extraordinary general meeting to represent the member. If more than one proxy is so appointed, the appointment shall specify the number and class of Shares in respect of which each such proxy is so appointed.

2. In order to be valid, the form of proxy must be deposited together with a power of attorney or other authority, if any, under which it is signed or a notarially certifi ed copy of that power or authority, at the offi ces of the Company’s principal place of business in Hong Kong at 611 East Wing, No. 8 Science Park West Avenue, Hong Kong Science Park, Tai Po, Hong Kong not less than 48 hours before the time for holding the extraordinary general meeting or any adjournment thereof. Completion and return of a form of proxy will not preclude a shareholder of the Company from attending in person and voting at the extraordinary general meeting or any adjournment thereof, should he so wish.

3. The register of members of the Company will be closed from 8 October 2009 to 9 October 2009 (both days inclusive), on which period no transfer of shares will be effected. In order to qualify for the interim dividend and the Bonus Issue, all transfers accompanied by the relevant share certifi cates must be lodged with the Company’s Hong Kong branch registrar, Computershare Hong Kong Investor Services Limited at Shops 1712–1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no later than 4:30 pm on 7 October 2009. The bonus shares will be issued and allotted to the shareholders on or about 19 October 2009, subject to shareholders’ approval at the Company’s forthcoming extraordinary general meeting.

As at the date of this announcement, the Board comprises the following executive directors: Mr. FOK Tung Ling, Mr. ZHANG Yue Jun, Mr. TONG Chak Wai, Wilson, Mr. WU Jiang Cheng, Mr. YAN Ji Ci, Mr. ZHENG Guo Bao and Mr. YEUNG Pui Sang, Simon; and the following independent non-executive directors: Mr. YAO Yan, Mr. LAU Siu Ki, Kevin and Mr. LIU Cai.

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