Comba Telecom Systems Holdings Limited — Share Issue/Capital Change 2014

Oct 23, 2014

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.

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)

(1) NUMBER OF BONUS SHARES ISSUED; AND (2) ADJUSTMENTS TO OPTIONS

The number of Bonus Shares issued under the Bonus Issue was 152,619,608.

The exercise price of the Options and the number of Shares to be allotted and issued upon full exercise of the subscription rights attaching to the outstanding Options are adjusted in the manner as described herein.

Reference is made to the circular (the “ Circular ”) of Comba Telecom Systems Holdings Limited (the “ Company ”) dated 18 September 2014 and the announcement (the “ Announcement ”) of the Company in relation to the poll results of the extraordinary general meeting of the Company dated 8 October 2014. Unless the context otherwise requires, capitalized terms used in this announcement shall have the same meanings as those defined in the Circular.

NUMBER OF BONUS SHARES ISSUED

As disclosed in the Circular and the Announcement, the Bonus Issue was made on the basis of one (1) Bonus Share for every ten (10) existing Shares in issue held on the Record Date, i.e. 15 October 2014, by the Qualifying Shareholders. As at 15 October 2014, there were in total 1,526,196,229 Shares in issue. Since the fractional entitlements of the Bonus Shares were cancelled by the Company, the number of Bonus Shares issued under the Bonus Issue was 152,619,608.

Based on the register of members of the Company as at 15 October 2014, there were no Qualifying Shareholders with registered addresses which were outside Hong Kong. Therefore, all the Qualifying Shareholders were entitled to participate in the Bonus Issue, and there were no Prohibited Shareholders (to whom the Bonus Shares were granted).

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ADJUSTMENTS TO OPTIONS

Pursuant to the terms of the share option schemes of the Company adopted on 20 June 2003 and 3 June 2013 respectively (the “ Share Option Schemes ”), the exercise price of the Options granted under the Share Option Schemes and the number of Shares to be allotted and issued upon full exercise of the subscription rights attaching to the 71,160,000 outstanding Options are adjusted (the “ Share Options Adjustments ”) in the following manner as a result of the Bonus Issue:

		Before Bonus	Issue	After Bonus	Issue
				Adjusted	Adjusted
		Number of	Exercise	number of	exercise
		Options	price of	Options	price of
Date of grant	Exercise period	outstanding	Options	outstanding	Options
12 January 2012	12 January 2013 to	31,160,000	HK$5.66	34,276,000	HK$5.145
	11 January 2015
11 April 2014	11 April 2015 to	40,000,000	HK$2.18	44,000,000	HK$1.982
	10 April 2019
		71,160,000		78,276,000

The Company’s auditors, Ernst & Young, has performed certain factual finding procedures on the Share Options Adjustments and confirmed in writing to the Board under rule 17.03(13) of the Listing Rules.

By Order of the Board Comba Telecom Systems Holdings Limited Tong Chak Wai, Wilson Executive Director

Hong Kong, 23 October 2014

As at the date of this announcement, the Board comprises the following executive Directors: Mr. FOK Tung Ling, Mr. ZHANG Yue Jun, Dr. TONG Chak Wai, Wilson, 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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