If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, registered institution in securities, bank manager, solicitor, professional accountant or other professional advisers. If you have sold or transferred all your shares in Comba Telecom Systems Holdings Limited (the "Company"), you should at once hand this circular and the accompanying form of proxy to the purchaser(s) or the transferee(s) or to the bank, licensed securities dealer, registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or the transferee(s).

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

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. PROPOSED GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES;
  2. PROPOSED RE-ELECTION OF DIRECTORS;
  3. PROPOSED DECLARATION OF FINAL DIVIDEND; AND
  4. NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting (the "AGM") of the Company to be held at 611 East Wing, No. 8 Science Park West Avenue, Hong Kong Science Park, Tai Po, Hong Kong on Wednesday, 31 May 2017 at 11:00 a.m. is set out on pages 17 to 21 of this circular. A form of proxy for use at the AGM is enclosed with this circular. Such form of proxy is also published on the website of Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk and the website of the Company at www.comba-telecom.com.

Whether or not you are able to attend the AGM, you are requested to complete the accompanying form of proxy, in accordance with the instructions printed thereon and deposit the same at the Company's Hong Kong branch share registrar and transfer office, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding of the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish and in such event, the proxy shall be deemed to be revoked.

This circular is in English and Chinese. In case of any inconsistency, the English version shall prevail.

25 April 2017

Page

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 LETTER FROM THE BOARD

Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

Issue Mandate and Repurchase Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

Declaration of final dividend . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

Responsibility statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

APPENDIX I - EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . 8 APPENDIX II - DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM 12 NOTICE OF AGM 17

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:

"AGM" the annual general meeting of the Company to be convened and held on Wednesday, 31 May 2017 at 11:00 a.m. to consider and, if thought fit, approve, among other things, the proposed grant of the Issue Mandate (including the extended Issue Mandate to deal with Shares repurchased under the Repurchase Mandate) and the Repurchase Mandate, the proposed re-election of Directors and the proposed declaration of final dividend

"Article(s)" the articles of association of the Company

"Board" the board of Directors

"close associate(s)" has the meaning ascribed to it under the Listing Rules

"Company" Comba Telecom Systems Holdings Limited (京信通信 系統控股有限公司), a company incorporated under the laws of the Cayman Islands with limited liability and the issued Shares of which are listed on the main board of the Stock Exchange

"core connected person" has the meaning ascribed to it under the Listing Rules "Directors" the directors of the Company

"Group" the Company and all of its subsidiaries

"Hong Kong" the Hong Kong Special Administrative Region of the People's Republic of China

"Issue Mandate" the general mandate proposed to be granted to the Directors at the AGM to allot, issue, or deal with new Shares not exceeding 20% of the number of issued Shares as at the date of granting of the Issue Mandate

"Latest Practicable Date" Tuesday, 18 April 2017, being the latest practicable

date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular

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"Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange

"Repurchase Mandate" the repurchase mandate proposed to be granted to the

Directors at the AGM to repurchase up to 10% of the number of issued Shares as at the date of granting of the Repurchase Mandate

"SFO" the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

"2013 Share Option Scheme" the share option scheme adopted by the Company on

3 June 2013

"Share Options" the options granted under the 2013 Share Option Scheme adopted by the Company which entitle the holders thereof to subscribe for Shares in accordance with the terms of the 2013 Share Option Scheme

"Share(s)" ordinary share(s) of HK$0.10 each in the share capital of the Company

"Shareholder(s)" holder(s) of the issued Share(s)

"Stock Exchange" The Stock Exchange of Hong Kong Limited

"Substantial Shareholder(s)" has the meaning ascribed to it under the Listing Rules "Takeovers Code" The Codes on Takeovers and Mergers and Share

Buy-backs

"HK$" Hong Kong dollars, the lawful currency of Hong Kong

"%" per cent.

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Comba Telecom Systems Holdings Limited published this content on 24 April 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 25 April 2017 03:51:07 UTC.

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