Comba Telecom Systems Holdings Limited — Proxy Solicitation & Information Statement 2023

Apr 25, 2023

Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Singapore Exchange Securities Trading 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)

(Hong Kong Stock Code: 2342) (Singapore Stock Code: STC)

OVERSEAS REGULATORY ANNOUNCEMENT

This announcement is made by Comba Telecom Systems Holdings Limited pursuant to Rule 13.10B of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

Please refer to the attached announcement published on the website of the Singapore Exchange Securities Trading Limited on 25 April 2023.

By order of the Board

Comba Telecom Systems Holdings Limited Fok Tung Ling Chairman

Hong Kong, 25 April 2023

As at the date of this announcement, the board comprises the following executive directors: Mr. FOK Tung Ling, Mr. ZHANG Yue Jun, Mr. XU Huijun, Mr. CHANG Fei Fu and Ms. HUO Xinru; the following non-executive director: Mr. WU Tielong; and the following independent non-executive directors: Mr. LAU Siu Ki, Kevin, Ms. NG Yi Kum and Ms. WONG Lok Lam.

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)

(Hong Kong Stock Code: 2342) (Singapore Stock Code: STC)

(”) ANNUAL GENERAL MEETING – DEPOSITOR PROXY FORM

We, The Central Depository (Pte) Limited (“ CDP ”), being a member of COMBA TELECOM SYSTEMS HOLDINGS LIMITED (the “ Company ”), pursuant to a proxy form lodged or to be lodged by us with the Company (the “ CDP Proxy Form ”), have appointed, or will be appointing the person whose name and particulars are set out in Part I below (the “ Depositor(s) ”), in respect of such number of shares (the “ Depositor(s) Shares ”) set out against his/her/its name in the Depository Register maintained by CDP as at 20 May 2023 (the “ Cut Off Date ”), as our proxy to vote for us on our behalf at the Annual General Meeting of the Company to be held at Unit 611, Building 8W, Hong Kong Science Park, Pak Shek Kok, New Territories, Hong Kong, on Monday, 22 May 2023 at 11:00 a.m. (Hong Kong time) and at any adjournment thereof (the “ Annual General Meeting ” or “ Meeting ”).

I.	Name and Address	No. of shares held
		NRIC / HKID / Passport / Company Registration No(s).

OR in the event the Company receives this Depositor Proxy Form which is:

(i) duly completed and signed/executed by the said Depositor(s); and

(ii) submitted by the requisite time and date, and in accordance with the instructions as indicated overleaf,

We hereby appoint the chairman (the “ Chairman ”) of the Meeting or person(s) (the “ Appointee(s) ”) whose details are given in Part II(a) and (b), provided that such details have been verified in Part V by the affixing of the seal or the signature of or on behalf of the persons named in Part I, and on the basis that such person or persons are authorized to vote in respect of the proportion of shareholding referred to in Part II or if no proportions are so reflected, in respect of the whole of the said shareholding:

II.	Name	Address	NRIC / HKID / Passport Number	Proportion of shareholding	Proportion of shareholding
				No. of Shares	(%)
(a)
*and/or (delete as appropriate)
(b)

as my/our proxy to vote for or against, or abstain from voting on the resolutions on *my/our behalf at the Meeting. If no specific direction as to voting is given or in the event of any other matter arising at the Meeting and at any adjournment thereof, the Appointee as proxy may vote or abstain from voting at his/her discretion.

We further hereby authorize and direct the Company to accept this Depositor Proxy Form in respect of the Depositor(s) Shares.

*Delete accordingly.

III.
ORDINARY RESOLUTIONS#		For	Against
1.	To receive and adopt the audited consolidated financial statements and the reports of the directors (the “Director(s)”) and the auditors of the Company for the year ended 31 December 2022.
2.	To declare a final dividend of HK1.1 cents per share.
3.	(a) To re-elect Mr. Zhang Yue Jun as Director.
	(b) To re-elect Ms. Huo Xinru as Director.
	(c) To re-elect Mr. Lau Siu Ki, Kevin as Director.
	(d) To re-elect Ms. Wong Lok Lam as Director.
	(e) To authorize the board of Directors (the“Board”) to fix the Directors’remuneration.
4.	To re-appoint Ernst & Young as the auditors of the Company and to authorize the Board to fix their remuneration.
5.	To grant the general mandate to the Directors to allot, issue and deal with additional shares not exceeding 20% of the issued share capital of the Company as at the date of this resolution.
6.	To grant the general mandate to the Directors to repurchase shares not exceeding 10% of the issued share capital of the Company as at the date of this resolution.
7.	To add the number of shares repurchased by the Company to the mandate granted to the Directors under the resolution no. 5.
8.	To adopt the new share option scheme.
9.	To adopt the new share award scheme.
SPECIAL RESOLUTION#		For	Against
10.	To approve amendments to the existing memorandum and articles of association of the Company and to adopt the amended and restated memorandum and articles as the new memorandum and articles of association of the Company.

The full text of the resolutions is set out in the notice of Annual General Meeting.

Dated this day of 2023 IV. The Central Depository (Pte) Limited

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V.		Signature of Director TO BE COMPLETED BY DEPOSITOR(S) IF	Signature of Director TO BE COMPLETED BY DEPOSITOR(S) IF	HE/SHE/IT WISHES TO NOMINATE THE PROXY UNDER PART II	HE/SHE/IT WISHES TO NOMINATE THE PROXY UNDER PART II
		For Individuals: Signature(s) of Direct Account Holder(s)		For Corporations: Signature of Director	Signature of Director/Secretary Common Seal

IMPORTANT: PLEASE READ THE NOTES OVERLEAF CAREFULLY BEFORE COMPLETING THIS DEPOSITOR PROXY FORM

IMPORTANT: PLEASE READ NOTES BELOW

Notes:
Part II	1) A Depositor(s) who is a natural person need not submit this Depositor Proxy Form if he/she is attending the Annual General Meeting in person. A Depositor(s) may nominate more than one (1) Appointee(s), who shall be natural persons, to attend and vote in his/her/its place as proxy for CDP in respect of the number of the Depositor(s) Shares by completing Part II(a) and/or (b). The Appointee need not be a member.If you wish to appoint some person(s) 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.
	Where a Depositor(s) is a corporation and wishes to be represented at the Annual General Meeting, it must nominate an Appointee(s) to attend and vote as proxy for CDP at the Annual General Meeting in respect of the number of the Depositor(s) Shares, by executing and depositing this Depositor Proxy Form in accordance with the instructions stated herein.
	2) A Depositor(s) who wishes to nominate more than one (1) Appointee(s) must specify the proportion of his/her/its shareholding (expressed as a percentage of the whole) to be represented by each Appointee(s). If proportion of shareholding to be represented by each Appointee(s) is not specified, the Appointee(s) whose name appears first shall be deemed to carry one-hundred per cent. (100%) of the number of the Depositor(s) Shares of his/her/its appointer and the Appointee(s) whose name appears second shall be deemed to be nominated in the alternate.
Part III	Please indicate with an “X” in the appropriate box against each resolution how you wish the Appointee(s) to vote if you wish to exercise all your votes “For” or “Against”. Alternatively, please indicate the number of votes as appropriate. If this Depositor Proxy Form is deposited without any indication as to how the Appointee(s) shall vote, the Appointee(s) may vote or abstain from voting at his/her/its discretion.
Part V	If a Depositor(s) wishes to nominate the Appointee, this Depositor Proxy Form must be signed by the Depositor(s) or his/her/its attorney duly authorized in writing. In the case of joint Depositor(s), any joint Depositor(s) may sign this Depositor Proxy Form. If the Depositor is a corporation, this Depositor Proxy Form must be executed under its common seal or under the hand of an officer or its attorney duly authorized in writing.The power of attorney appointing the attorney or other authority, or a notarially certified copy thereof, if any, under which this Depositor Proxy Form is signed, must (unless previously registered with the Company) be attached to this Depositor Proxy Form.
	This Depositor Proxy Form, duly completed, together with the abovementioned power of attorney appointing the attorney or other authority, or a notarially certified copy thereof, if applicable,must be a) deposited by the Depositor(s) at the office of the Company’s Share Transfer Agent in Singapore, In.Corp Corporate Services Pte. Ltd. at 30 Cecil Street, #19-08 Prudential Tower, Singapore 049712, or
	b) submitted by email to shareregistry@incorp.asia,
	in either case, by no later than 11.00 a.m. (Hong Kong time) on 20 May 2023 in accordance with the instructions stated herein and in the notice of Annual General Meeting.

General

Completion and return of this Depositor Proxy Form by a Depositor(s) will not prevent him/her who is a natural person from attending and voting in person at the Annual General Meeting as proxy of CDP if he/she subsequently wishes to do so. The Company shall, at its discretion, reject any Depositor Proxy Form, which is incomplete, improperly completed or illegible or where the true intentions of the Depositor(s) are not ascertainable from the instructions of the Depositor(s) specified on any Depositor Proxy Form. It is the Depositor(s)' responsibility to ensure that this Depositor Proxy Form is properly completed. Any decision to reject this Depositor Proxy Form on the grounds that it is incomplete, improperly completed or illegible will be final and binding; and neither the Company, CDP nor In.Corp Corporate Services Pte. Ltd. accepts any responsibility for the consequences of such a decision. In addition, the Company may, at its discretion, reject any Depositor Proxy Form lodged if a Depositor(s), being the appointer, is not shown to have shares entered against his/her/its name in the Depository Register, as supplied by CDP to the Company, as at forty-eight (48) hours before the time appointed for holding the Annual General Meeting.

Personal Data Privacy

“ Personal data ” in this Depositor Proxy Form has the meaning ascribed to it pursuant to the Personal Data Protection Act 2012 of Singapore, which includes your name, address and NRIC/HKID/Passport number. By submitting ( a ) details for the registration to observe or participate in the proceeding of the Annual General Meeting, ( b ) an instrument appointing the Chairman of the Meeting (or any person other than the Chairman) as proxy to attend, speak and vote at the Meeting and/or any adjournment thereof, or ( c ) any questions prior to the Annual General Meeting in accordance with the notice of Annual General Meeting, a member of the Company ( i ) consents to the collection, use and disclosure of the member’s personal data by the Company (or its agents or service providers) for the purpose of the processing, administration and analysis by the Company (or its agents or service providers) of the appointment of the Chairman of the Meeting (or any person other than the Chairman) as proxy for the Annual General Meeting, processing the registration for purpose of granting access to members (or their appointed proxy or proxies) to observe and participate in the proceedings of the Annual General Meeting, addressing relevant and substantial questions from members received before the Annual General Meeting and if necessary, following up with the relevant members in relation to such questions, and the preparation and compilation of the attendance lists, minutes and other documents relating to the Annual General Meeting, and in order for the Company (or its agents or service providers) to comply with any applicable laws, listing rules, regulations and/or guidelines (collectively, the “ Purposes ”), ( ii ) warrants that where the member discloses the personal data of the member’s proxy(ies) and/or representative(s) to the Company (or its agents or service providers), the member has obtained the prior consent of such proxy(ies) and/or representative(s) for the collection, use and disclosure by the Company (or its agents or service providers) of the personal data of such proxy(ies) and/or representative(s) for the Purposes, and ( iii ) agrees that the member will indemnify the Company in respect of any penalties, liabilities, claims, demands, losses and damages as a result of the member’s breach of warranty.

Personal Information Collection Statement

“ Personal Data ” in this Statement has the same meaning as “ personal data ” defined in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong (“ PDPO ”), which include your and your proxy’s name and address. Your supply of the Personal Data is on a voluntary basis and for the purpose of processing your instructions as stated in this Depositor Proxy Form (the “ Purposes ”). If you fail to supply sufficient information, the Company may not be able to process your instructions. The Company may disclose or transfer the Personal Data to its subsidiaries, its share registrar and/or third party service provider who provides administrative, computer and other services to the Company for use in connection with the Purposes and to such parties who are authorized by law to request the information or are otherwise relevant for the Purposes and need to receive the information. The Personal Data will be retained for such period as may be necessary to fulfil the Purposes (including for verification and record purposes). Request for access to and/or correction of the Personal Data can be made in accordance with the provisions of the PDPO and any such request should be in writing and sent to Personal Data Privacy Officer of Computershare Hong Kong Investor Services Limited at the above address.