Comba Telecom Systems Holdings Limited — Share Issue/Capital Change 2018

Apr 27, 2018

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.

==> picture [257 x 105] intentionally omitted <==

(Incorporated in Bermuda with limited liability)

(Stock Code: 1003)

GRANT OF SHARE OPTIONS

This announcement is made pursuant to Rule 17.06A of the Rules Governing the Listing of Securities (the “ Listing Rules ”) on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”).

The board of directors (the “ Board ”) of Huanxi Media Group Limited (the “ Company ”, together with its subsidiaries, the “ Group ”) hereby announces that on 27 April 2018, the Company has granted, subject to acceptances of the Grantees (the “ Grantees ”), share options to certain eligible participants under the share option scheme of the Company adopted on 17 June 2014 (the “ Stock Option Scheme ”), to subscribe for a total of 130,700,000 ordinary shares of HK$0.01 each of the Company (the “ Shares ”). Details of the share options granted are set out below:

Date of grant: 27 April 2018

Exercise price of HK$2.08 per Share (Note) share options granted:

Number of share options granted:

130,700,000 share options (each share option shall entitle the holder of the share options to subscribe for one Share)

• Closing price of the Shares on the date of grant:

HK$2.08 per Share

• For identification purpose only

1

Validity period of the 27 April 2018 to 17 June 2024 (both days inclusive) share options: subject to the provisions for early termination contained in the Share Option Scheme and certain vesting conditions applicable to the relevant Grantee(s)

• Note: The exercise price represents the highest of (i) the closing price of HK$2.08 per Share as quoted on the Stock Exchange on the date of grant; (ii) the average closing price of HK$2.016 per Share as quoted on the Stock Exchange for the 5 business days immediately preceding the date of grant; and (iii) the nominal value of the Share of HK$0.01 each.

The share options are exercisable as follows:

Exercise criteria Number of share options can (Commencing from the date of the be exercised Grantee’s commencement of employment)

On completion of the continuous employment Up to one-third of the share options of the Grantee with the Group for 1 year granted

On completion of the continuous employment Up to two-thirds of the share options of the Grantee with the Group for 2 years granted On completion of the continuous employment Up to all of the share options granted of the Grantee with the Group for 3 years

Among the total of 130,700,000 share options granted, 29,700,000 share options were granted to the directors of the Company as follows:

		Number of
Name	Capacity in the Company	share options
Mr. Dong Ping	Chairman, Executive Director and	2,700,000
	substantial shareholder
Mr. Xiang Shaokun, Steven	Chief Executive Officer and	27,000,000
	Executive Director
Total		29,700,000

2

Pursuant to Rule 17.04(1) of the Listing Rules, the grant of share options to each of the directors and substantial shareholder of the Company has been approved by the independent non-executive directors of the Company. Save as disclosed above, none of the Grantees is a director, chief executive or substantial shareholder of the Company, or any of their respective associates (as defined under the Listing Rules) as at the date of this announcement.

By order of the Board Huanxi Media Group Limited Xiang Shaokun, Steven Executive Director and Chief Executive Officer

Hong Kong, 27 April 2018

As at the date of this announcement, the Board comprises Mr. Dong Ping (Chairman) and Mr. Xiang Shaokun, Steven (Chief Executive Officer) as executive directors, Mr. Ning Hao, Mr. Xu Zheng and Mr. Gao Zhikai as non-executive directors, and Mr. Su Tuong Sing, David, Mr. Li Xiaolong and Mr. Wong Tak Chuen as independent non-executive directors.

3