Huitongda Network Co., Ltd. — Capital/Financing Update 2016

Apr 15, 2016

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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CMMB VISION HOLDINGS LIMITED 中國移動多媒體廣播控股有限公司 (Incorporated in the Cayman Islands with limited liability) (Stock code: 471)

(1) RESULTS OF RIGHTS ISSUE OF 6,253,189,277 RIGHTS SHARES AT HK$0.1 PER RIGHTS SHARE ON THE BASIS OF ONE RIGHTS SHARE FOR EVERY ONE EXISTING SHARE HELD ON THE RECORD DATE;

(2) COMPLETION OF THE ISSUE OF ONE BONUS SHARE FOR EVERY ONE RIGHTS SHARE TAKEN UP UNDER THE RIGHTS ISSUE; (3) ADJUSTMENT TO EXERCISE PRICE OF SHARE OPTIONS AND THE NUMBER OF SHARES TO BE ISSUED UNDER THE OUTSTADING SHARE OPTIONS AS A RESULT OF THE RIGHTS ISSUE;

• (4) ADJUSTMENT TO CONVERSION PRICE OF CONVERTIBLE NOTES AND THE NUMBER OF SHARES TO BE ISSUED UNDER THE CONVERTIBLE NOTES AS A RESULT OF THE RIGHTS ISSUE; AND

• (5) CHANGE OF BOARD LOT SIZE

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RESULTS OF THE RIGHTS ISSUE

The Directors are pleased to announce that as at 4:00 p.m. on Monday, 11 April 2016, being the latest time for acceptance of and payment for the Rights Shares, the Company has received 30 valid acceptances and applications for a total of 2,832,379,551 Rights Shares provisionally allotted under the Rights Issue, representing approximately 45.3% of the total number of 6,253,189,277 Rights Shares.

All of the conditions set out in the Underwriting Agreement have been fulfilled and the Underwriting Agreement has not been terminated in accordance with its terms. The Rights Issue has become unconditional at 6:00 p.m. on Tuesday, 12 April 2016.

As a result of the under-subscription of the Rights Shares and pursuant to the terms and conditions of the Underwriting Agreement, the Underwriter and the Chi Sub-underwriters have performed their respective underwriting obligations and have subscribed for or procured subscribers to subscribe for 3,420,809,726 Rights Shares, representing approximately 54.7% of the total number of Rights Shares available for subscription under the Rights Issue.

COMPLETION OF THE ISSUE OF THE BONUS SHARES

On the basis of one Bonus Share for every one Rights Share taken up under the Rights Issue, a total of 6,253,189,277 Bonus Shares will be allotted and issued on 18 April 2016 pursuant to the terms of the Rights Issue.

It is expected that share certificates for the fully-paid Rights Shares and Bonus Shares will be posted to those entitled thereto on 18 April 2016 by ordinary post at their own risk.

ADJUSTMENTS TO THE EXERCISE PRICE OF SHARE OPTIONS AND THE NUMBER OF SHARES TO BE ISSUED UNDER THE OUTSTANDING SHARE OPTIONS AS A RESULT OF THE RIGHTS ISSUE AND ISSUE OF BONUS SHARES

Pursuant to the terms of the Pre-Listing Share Option Scheme, adjustments are required to be made to the exercise price and the number of Shares that can be subscribed for under the outstanding Share Options as a result of the Rights Issue.

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ADJUSTMENTS TO THE CONVERSION PRICE OF CONVERTILBE NOTES AND THE NUMBER OF SHARES TO BE ISSUED UNDER THE OUTSTANDING CONVERTIBLE NOTES AS A RESULT OF THE RIGHTS ISSUE AND ISSUE OF BONUS SHARES

Pursuant to the terms and conditions of the Convertible Notes, adjustments are required to be made to the exercise price and the number of Conversion Shares that can be subscribed for under the outstanding Convertible Notes as a result of the Rights Issue.

CHANGE OF BOARD LOT SIZE

The board lot size for trading in the Shares on the Stock Exchange will be changed from 20,000 Shares to 40,000 Shares with effect from 9:00 a.m. on Tuesday, 19 April 2016. The expected timetable for such change in board lot size has been set out in the Announcement and the Prospectus.

References are made to the circular of the CMMB Vision Holdings Limited (“ Company ”) dated 29 February 2016 (the “ Circular ”) and the prospectus issued by the Company dated 23 March 2016 (the “ Prospectus ”) in relation to the Rights Issue and the issue of Bonus Shares. Unless otherwise stated, terms defined in the Prospectus shall have the same meanings when used in this announcement.

RESULTS OF THE RIGHTS ISSUE

The Directors are pleased to announce that all conditions set out in the Underwriting Agreement have been fulfilled and the Underwriting Agreement has not been terminated in accordance with its terms. The Rights Issue has become unconditional at 6:00 p.m. on Tuesday, 12 April 2016.

As at 4:00 p.m. on Monday, 11 April 2016, being the latest time for acceptance and payment of the Rights Shares, the Company has received 30 valid acceptances for a total of 2,832,379,551 Rights Shares provisionally allotted under the Rights Issue, representing approximately 45.3% of the total number of 6,253,189,277 Rights Shares.

Based on the above acceptance results, the Rights Issue was under-subscribed by 3,420,809,726 Rights Shares. In accordance with the terms of the Underwriting Agreement and the Chi Sub-underwriting Letters, Chi Capital as the Underwriter and the Chi Sub-underwriters, respectively, had performed their underwriting obligations and had subscribed for or procured subscribers to subscribe for all the untaken Rights Shares. To the best of the Directors’ knowledge, information and belief after having made reasonable enquiries, each of the Chi Sub-underwriters and subscribers and

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their respective ultimate beneficial owners (if any) are not connected persons of the Company. None of the Chi Sub-underwriters and subscribers has become a substantial shareholder (as defined in the Listing Rules) of the Company upon taking up the untaken Rights Shares.

COMPLETION OF THE ISSUE OF BONUS SHARES

On the basis of one Bonus Share for every one Rights Share taken up under the Rights Issue, a total of 6,253,189,277 Bonus Shares will be allotted and issued on 18 April 2016 pursuant to the terms of the Rights Issue.

SHAREHOLDING STRUCTURE OF THE COMPANY

The shareholding structure of the Company immediately before and after completion of the Rights Issue and issue of the Bonus Shares is as follows:

Immediately before completion of the Rights Issue and Bonus Shares No. of Shares Approx. % Chi Capital 1,576,891,352 25.22 Other public shareholders 4,676,297,925 74.78 Total 6,253,189,277 100.00	Immediately after completion of the Rights Issue and Bonus Shares No. of Shares Approx. % 5,528,820,000 29.47 13,230,747,831 70.53 18,759,567,831 100.00	Immediately after completion of the Rights Issue and Bonus Shares No. of Shares Approx. % 5,528,820,000 29.47 13,230,747,831 70.53 18,759,567,831 100.00
		100.00

DESPATCH OF SHARE CERTIFICATES FOR RIGHTS SHARES AND BONUS SHARES AND COMMENCEMENT OF DEALINGS

It is expected that share certificates for the fully-paid Rights Shares and Bonus Shares will be posted to those entitled thereto on 18 April 2016 by ordinary post at their own risk.

Approval has been granted by the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Rights Shares and the Bonus Shares.

Dealings in the Rights Shares in their fully paid form and the Bonus Shares on the Stock Exchange are expected to commence on 19 April 2016.

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ADJUSTMENTS TO OUTSTANDING SHARE OPTIONS AS A RESULT OF THE RIGHTS ISSUE AND THE ISSUE OF BONUS SHARES

Pursuant to the terms of the Pre-Listing Share Option Scheme, the exercise price of the Share Options and the number of Shares to be allotted and issued upon exercise of the subscription rights attaching to the outstanding Share Options will be adjusted in the following manner with effect from 18 April 2016 upon the Company’s allotment and issue of the Rights Shares in their fully paid form and the Bonus Shares to its Shareholders:

		Before completion of the	Before completion of the	**After completion **	of the Rights	of the Rights
		Rights Issue and Bonus Shares		Issue and Bonus Shares
			Exercise			Adjusted
			price of	Adjusted	exercise price
		Number of	Share	number of		of Share
Date of		Share Options	Options	Share Options		Options
Grant	Exercise Period	outstanding	(HK$)	outstanding		(HK$)
7 May 2014	7 May 2014 to	10,214,912	0.114	10,490,990		0.111
	6 May 2017

Save for the above adjustment, all other terms of the outstanding Share Options remain unchanged.

The auditor of the Company, has confirmed the calculations with respect to the adjustments that will be made to the exercise price and the number of Shares that can be subscribed for under the outstanding Share Options as a result of the allotment and issue of the Rights Issue and Bonus Shares.

ADJUSTMENTS TO OUTSTANDING CONVERTIBLE NOTES AS A RESULT OF THE RIGHTS ISSUE AND THE ISSUE OF BONUS SHARES

As a result of the Rights Issue, there are no adjustments on the number of conversion shares or conversion price of the Convertible Notes with a conversion price of HK$0.1 per Share (“CN1”) as pursuant to the terms of the Convertible Notes, the conversion price of HK$0.1 of CN1 cannot be adjusted downwards to below HK$0.1 which is the par value of a Share.

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Pursuant to the terms and conditions of the Convertible Notes, the conversion price of and the number of conversion Shares to be issued upon exercise of the conversion rights attached to the outstanding Convertible Notes with a conversion price of HK$0.473 per Share (“CN2”) will be adjusted in the following manner with retrospective effect from 22 March 2016, being the day next following the record date of the Rights Issue:

**Before completion of **	the Rights Issue and	**After completion of **	the Rights Issue and
**Bonus **	Shares	**Bonus **	Shares
Number of Shares to		Adjusted number of
be issued upon		Shares to be issued	Adjusted conversion
exercise of the	Conversion price per	upon exercise of the	price per Share in
conversion rights	Share in respect of	conversion rights	respect of the
attaching to the	the outstanding CN2	attaching to the	outstanding CN2
outstanding CN2	(HK$)	outstanding CN2	(HK$)
86,951,374	0.473	89,214,750	0.461

Save for the above adjustment, all other terms of the outstanding Convertible Notes remain unchanged.

The auditor of the Company, has confirmed the calculations with respect to the adjustments that will be made to the conversion price and the number of conversion Shares to be issued upon exercise of the conversion rights attached to the outstanding Convertible Notes as a result of the allotment and issue of the Rights Issue and Bonus Shares.

CHANGE OF BOARD LOT SIZE

The board lot size for trading in the Shares on the Stock Exchange will be changed from 20,000 Shares to 40,000 Shares with effect from 9:00 a.m. on Tuesday, 19 April 2016. The expected timetable for such change in board lot size has been set out in the Circular and the Prospectus.

In order to facilitate the trading of odd lots (if any) of Shares arising from the change of board lot size, the Company has appointed KGI Asia Limited to provide matching service, on a best effort basis, to those Shareholders who wish to acquire odd lots of Shares (i.e. less than 40,000 Shares) to make up a full board lot of 40,000 Shares, or to dispose of their holding of odd lots of Shares. Holders of odd lots of Shares who wish to take advantage of this trading facility to dispose of or top up odd lots should contact Ms. Grace Mok (telephone number: (852) 2878 4486) of KGI Asia Limited, at 41/F, Central Plaza, 18 Harbour Road, Wan Chai, Hong Kong during the period from 15 April 2016 to 10 May 2016, both days inclusive. Holders of Shares in odd

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lots of less than 40,000 Shares should note that successful matching of the sale and purchase of odd lots of Shares will not be guaranteed. Shareholders are advised to consult their professional advisers if they are in doubt about the above arrangement.

Shareholders may submit their existing share certificates in board lot of 20,000 Shares each to the Company’s Hong Kong branch Share Registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, in exchange for new share certificates in board lot of 40,000 Shares each free of charge during business hours up to and including Thursday, 12 May 2016. After the expiry of such period, existing share certificates will be accepted for exchange only on payment of a fee of HK$2.50 (or such higher amount as may from time to time be specified by the Stock Exchange) for each new share certificate in board lot of 40,000 Shares each issued or each existing share certificate submitted, whichever number of share certificate involved is higher. It is expected that the new share certificates will be available for collection from the Share Registrar by the Shareholders within 10 business days after delivery of the existing share certificates to the Share Registrar for exchange purpose.

As from Tuesday, 19 April 2016, any new share certificates will be issued in board lot of 40,000 Shares each (except for odd lots or where the Share Registrar is otherwise instructed). All existing share certificates in board lot of 20,000 Shares will continue to be evidence of legal title to the Shares and be valid for delivery, transfer, trading and settlement purposes. New share certificate will have the same format as the existing share certificate but in yellow color.

This announcement is made by the order of the Company. The Directors collectively and individually accepts responsibility for the accuracy of this announcement.

By order of the Board CMMB Vision Holdings Limited Wong Chau Chi Chairman

Hong Kong, 15 April 2016

As at the date of this announcement, the Board comprises two executive Directors, namely Mr. WONG Chau Chi and Dr. LIU Hui; two non-executive Directors, namely Mr. CHOU Tsan-Hsiung and Mr. YANG Yi; and three independent non-executive Directors, namely Mr. WANG Wei-Lin, Mr. LI Shan and Dr. LI Jun.

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