Comba Telecom : 2019 AGM CIRCULAR

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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;

AND

(3) 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 Tuesday, 28 May 2019 at 11:00 a.m. is set out on pages 19 to 23 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 no later than Sunday, 26 May 2019 at 11:00 a.m. (Hong Kong Time) or not less than 48 hours before the time appointed for holding of any adjourned meeting. 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 2019

		CONTENTS
			Page
DEFINITIONS	. . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD
Introduction . . .		. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Issue Mandate and Repurchase Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			4
Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			5
AGM . . . .	. . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Responsibility statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			7
Recommendation		. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
General . .	. . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
APPENDIX I	-	EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . .	8
APPENDIX II	-	DETAILS OF THE RETIRING DIRECTORS PROPOSED
		TO BE RE-ELECTEDAT THE AGM . . . . . . . . . . . . . . . .	12
NOTICE OF AGM . .		. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	19

DEFINITIONS

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 Tuesday, 28 May 2019 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 and the proposed
	re-election of Directors
"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 aforesaid
	mandate
"Latest Practicable Date"	Thursday, 18 April 2019, being the latest practicable
	date prior to the printing of this circular for the
	purpose of ascertaining certain information contained
	in this circular
"Listing Rules"	the Rules Governing the Listing of Securities on the
	Stock Exchange

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	DEFINITIONS
"Repurchase Mandate"	the general mandate proposed to be granted to the
	Directors at the AGM to repurchase not exceeding
	10% of the number of issued Shares as at the date of
	granting of the aforesaid mandate
"SFO"	the Securities and Futures Ordinance (Chapter 571 of
	the Laws of Hong Kong)
"Share Option Scheme"	the share option scheme adopted by the Company on
	3 June 2013
"Share Options"	the options granted under the Share Option Scheme
	which entitle the holders thereof to subscribe for
	Shares in accordance with the terms of the 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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LETTER FROM THE BOARD

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)

Executive Directors:	Registered office:
Mr. FOK Tung Ling (Chairman)	Cricket Square
Mr. ZHANG Yue Jun (Vice Chairman)	Hutchins Drive
Mr. XU Huijun (President)	P.O. Box 2681
Mr. CHANG Fei Fu	Grand Cayman KY1-1111
Mr. BU Binlong	Cayman Islands
Mr. WU Tielong
Ms. HUO Xinru	Head office and principal place of
	business in Hong Kong:
Independent non-executive Directors:	611 East Wing
Mr. LAU Siu Ki, Kevin	No. 8 Science Park West Avenue
Dr. LIN Jin Tong	Hong Kong Science Park
Ms. NG Yi Kum	Tai Po
	Hong Kong
	25 April 2019

To the Shareholders and, for information only, the holders of the Share Options

Dear Sir or Madam,

(1)PROPOSED GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES;

(2)PROPOSED RE-ELECTION OF DIRECTORS; AND

(3)NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

At the forthcoming AGM, resolutions will be proposed to seek the Shareholders' approval for, among other things, (i) the grant of the Issue Mandate (including the extended Issue Mandate) and the Repurchase Mandate to the Directors and (ii) the re-election of Directors.

The purpose of this circular is to provide you with information relating to, inter alia, the resolutions to be proposed at the AGM for the proposed grant of the Issue Mandate (including the extended Issue Mandate) and the Repurchase Mandate, the proposed re-election of Directors and the notice of the AGM.

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