Comba Telecom Systems Holdings Limited — Share Issue/Capital Change 2015

Jun 18, 2015

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)

(1) NUMBER OF BONUS SHARES ISSUED;

AND

(2) ADJUSTMENTS TO OPTIONS

The number of Bonus Shares issued under the Bonus Issue was 168,071,141.

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 28 April 2015 and the announcement of the Company in relation to the poll results of the annual general meeting of the Company dated 3 June 2015 (the “ Announcement ”). 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. 10 June 2015, by the Qualifying Shareholders. As at 10 June 2015, there were in total 1,680,711,587 Shares in issue. Since the fractional entitlements arising from the Bonus Issue were cancelled by the Company, the number of Bonus Shares issued under the Bonus Issue was 168,071,141.

Based on the register of members of the Company as at 10 June 2015, 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.

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ADJUSTMENTS TO OPTIONS

Pursuant to the terms of the 2013 Share Option Scheme, the exercise price of the Options granted under the 2013 Share Option Scheme and the number of Shares to be allotted and issued upon full exercise of the subscription rights attaching to the 40,971,250 outstanding Options are adjusted (the “ Share Option Adjustments ”) in the following manner as a result of the Bonus Issue:

		Before Bonus Issue	Before Bonus Issue	After Bonus	Issue
				Adjusted	Adjusted
		Numberof	Exercise	numberof	exercise
		Options	priceof each	Options	priceof
Date of grant	Exercise period	outstanding	Option	outstanding	each Option
11 April 2014	11 April 2015 to	40,971,250	HK$1.982	45,068,375	HK$1.802
	10 April 2019

The auditors of the Company, Ernst & Young, has performed certain factual finding procedures on the Share Option Adjustments and confirmed in writing to the Board that the Share Option Adjustments satisfy the requirements set out in the note to 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, 18 June 2015

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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