Comba Telecom Systems Holdings Limited — Share Issue/Capital Change 2000

Mar 24, 2000

Listed Company Information

ROCKAPETTA<1003> - Announcement & Resumption of Trading Rockapetta Holdings Limited Placing of existing shares and subscription for new shares The Vendor holds 38.52% interest in the Company. On 23rd March, 2000, the Vendor agreed to sell 58 million existing shares of the Company at a price of HK$0.54 per share, and entered into a conditional agreement with the Company for the subscription of 58 million new shares of the Company at the same price. The Placing Shares will be sold by the Vendor to independent investors. The placing and subscription are effected to enable the Company to raise fund. The Company will use the net proceeds of the subscription of approximately HK$30.50 million as to about HK$25 million for repayment of short term borrowings of the Company and the balance of about HK$5.50 million as general working capital. The holding of the Vendor in the Company will be reduced from 38.52% to 18.55% upon completion of the placing and will be increased from 18.55% to 32.11% upon completion of the subscription. Trading in the shares of the Company on the Stock Exchange has been suspended at the requested of the Company with effect from 10:00 a.m. on 23rd March, 2000. Application has been made for the resumption of trading in the shares of the Company with effect from 10:00 a.m. on 24th March, 2000. Placing agreement dated 23rd March, 2000 Vendor: Victory Wall Enterprises Limited (the "Vendor") The Vendor is a company incorporated in Hong Kong and is beneficially owned by Mr. Kwok Chin Wing, the chairman of the Company. Number of shares to be placed: 58 million existing ordinary shares of HK$0.10 each (the "Placing Shares"), representing about 19.97% of the Company's existing issued share capital. Placement to: More than six independent investors, none of whom will hold more than 10% of the issued share capital of the Company as a result of the placing. Price: HK$0.54 per Placing Share which (a) is equal to the average closing price for the 50 trading days up to and including 22nd March, 2000; (b) represents a discount of 28% to the closing price of HK$0.75 per share of the Company on 22nd March, 2000 and a discount of approximately 23.94% to the average closing price of HK$0.71 per share of the Company for the five trading days up to and including 22nd March, 2000. Rights: The Placing Shares are sold free from all third party rights and together with all rights and dividends and distributions declared, paid or made in respect thereof after 23rd March, 2000. Placing agent and underwriter: Business Securities Limited, a dealer registered with the Securities & Future Commission. Independence of placees and placing agent: The placees and the placing agent are independent of and not connected with the Vendor or any person acting in concert with it. They are also independent of and not connected with the Company's directors, chief executive, substantial shareholders, subsidiaries, or any associates of any of them (as associates are defined in the Listing Rules). Conditions of the placing: The placing is unconditional. Completion of placing: 28th March, 2000 Subscription agreement dated 23rd March, 2000 Subscriber: The Vendor Number of new shares subscribed for: 58 million new ordinary shares of HK$0.10 each (the "New Shares), representing about 19.97% of the Company's existing issued share capital and about 16.65% of its issued share capital as enlarged by the subscription. Price: Same as the placing price. The Company will bear all the costs and expenses in respect of the placing and subscription. The interests accrued on the net proceeds of the placing will belong to the Company. Mandate to issue the New Shares: The New Shares are to be issued under the general mandate granted to the directors of the Company pursuant to the resolutions of the shareholders of the Company passed on 30th September, 1999. Ranking: The New Shares, when fully paid, will rank equally with the existing issued shares of the Company. Conditions of the subscription: The subscription is conditional upon the following all happening on or before 3rd April, 2000: (a) the completion of the placing; (b) the Listing Committee of The Stock Exchange of Hong Kong Limited (the "Stock Exchange") granting listing of and permission to deal in the New Shares; and (c) the approval of the Bermuda Monetary Authority to the issue of the New Shares, if required. The Company will apply to the Listing Committee of the Stock Exchange for listing of and permission to deal in the New Shares. If the conditions are not fulfilled on or before 3rd April, 2000 (or such later date as the parties may mutually agree) the subscription agreement will lapse. Completion of Subscription: Within 14 days of the date of the placing agreement and the 2nd business day after the conditions of the subscription have been fulfilled (or such later date as the parties may agree). If the subscription is not completed within 14 days of the date of the placing agreement, the subscription will be subject to independent shareholders' approval as connected transaction under the Listing Rules. Reason for the placing and subscription and use of proceeds of subscription : The placing and the subscription are effected to raise fund for the Company. The Company will use the estimated net proceeds of the subscription of approximately HK$30.50 million as to about HK$25 million for repayment of short term borrowings of the Company and the balance of about HK$5.50 million as general working capital. Controlling shareholder's interest in the Company: The holding of the Vendor in the Company will be reduced from 38.52% to 18.55% upon completion of the placing and will be increased from 18.55% to 32.11% upon completion of the subscription. Announcement on price movement dated 22nd March, 2000: Subsequent to the announcement on price movement dated 22nd March, 2000 of the Company released in the afternoon of 22nd March, 2000, the Company was approached by the placing agent later that evening to discuss the placing and the subscription. The terms of the placing and the subscription were finalised on 23rd March, 2000. Trading in shares: Trading in the shares of the Company on the Stock Exchange has been suspended at the requested of the Company with effect from 10:00 a.m. on 23rd March, 2000. Application has been made for the resumption of trading in the shares of the Company with effect from 10:00 a.m. on 24th March, 2000. By order of the Board Kwok Chin Wing Chairman Hong Kong, 23rd March, 2000