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 adviser. 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) PROPOSAL FOR BONUS ISSUE OF SHARES AND NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the extraordinary general meeting (the "EGM") 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, 11 October 2016 at 11:00 a.m. is set out on pages 11 to 13 of this circular. A form of proxy for use at the EGM is enclosed with this circular. Such form of proxy is also published on the website of Hong Kong Exchange 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 EGM, 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 EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM 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.

14 September 2016

Page

Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Expected Timetable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Notice of EGM 11

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

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

"Board" the board of Directors

"Bonus Issue" the proposed issue of Bonus Shares on the basis of one

(1) Bonus Share for every ten (10) existing Shares held on the Record Date by the Qualifying Shareholders

"Bonus Share(s)" the new Share(s) to be allotted, issued and credited as fully paid-up Shares under the Bonus Issue

"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

"Directors" the directors of the Company

"EGM" the extraordinary general meeting of the Company to be convened and held on Tuesday, 11 October 2016 at 11:00 a.m. to consider and, if thought fit, approve the Bonus Issue and the transactions contemplated thereunder

"Group" the Company and all of its subsidiaries

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

"Latest Practicable Date" Wednesday, 7 September 2016, 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

"Overseas Shareholders" holders of the issued Shares whose addresses as

shown in the register of members of the Company on the Record Date are in jurisdictions outside Hong Kong (if any)

- 1 -

"Prohibited Shareholders" those Overseas Shareholders, whose the Board, after

making enquiries pursuant to Rule 13.36(2) of the Listing Rules, considers it necessary or expedient on account either of legal restrictions under the laws of the relevant place or the requirements of the relevant regulatory body or stock exchange in that place not to extend the Bonus Issue to them (if any)

"Qualifying Shareholders" holders of the issued Shares whose names are shown

on the register of members of the Company on the Record Date (and not being Prohibited Shareholders), who are entitled to participate in the Bonus Issue

"Record Date" Tuesday, 18 October 2016, being the record date for determination of entitlements to the Bonus Shares

"Registrar" Computershare Hong Kong Investor Services Limited, the Company's Hong Kong branch share registrar and transfer office

"Share Options" the options granted under the share option scheme adopted by the Company on 3 June 2013 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

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

"%" per cent.

- 2 -

Comba Telecom Systems Holdings Limited published this content on 13 September 2016 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 13 September 2016 10:30:02 UTC.

Original documenthttp://www.comba-telecom.com/upLoad/Att/201609/建議發行紅股及股東特別大會通告-英.pdf

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