China Netcom Technology : (1) SECOND SIDE LETTER TO THE SUBSCRIPTION AGREEMENT; AND (2) ADDITIONAL INFORMATION AND CLARIFICATION TO THE COMPOSITE DOCUMENT

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This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of China Netcom Technology Holdings Limited.

1. SECOND SIDE LETTER TO THE SUBSCRIPTION AGREEMENT; AND

2. ADDITIONAL INFORMATION AND CLARIFICATION TO THE COMPOSITE DOCUMENT

Reference is made to the announcement jointly issued by China Netcom Technology Holdings Limited (the ''Company'') and 51RENPIN.COM INC. dated 24 April 2017 in respect of, amongst others, the Subscription and the Special Deal (the ''Joint Announcement'') and the composite document jointly issued by the Company and 51RENPIN.COM INC. dated 9 June 2017 (the ''Composite Document''). Unless the context otherwise requires, capitalised terms defined in the Joint Announcement and the Composite Document shall have the same meanings when used herein.

SECOND SIDE LETTER TO THE SUBSCRIPTION AGREEMENT

As disclosed in the Joint Announcement and pursuant to the Subscription Agreement, the Offeror had conditionally agreed to subscribe for 1,445,000,000 Subscription Shares for a total consideration of HK$72,250,000 being HK$0.05 per Subscription Share. The net proceeds of approximately HK$71.8 million from the Subscription will be used, inter alia, as to approximately HK$40.0 million for the Redemption, which shall constitute a ''special deal'' under Rule 25 of the Takeovers Code and will be conditional upon obtaining the consent of the Executive under Note 5 to Rule 25 of the Takeovers Code.

On 16 June 2017 (after trading hours), the Company and the Offeror entered into a second side letter (the ''2nd Side Letter'') to amend certain terms in the Subscription Agreement. The principal amendments are as follows:

• the number of Subscription Shares to be subscribed for by the Offeror be reduced from 1,445,000,000 to 390,000,000;

• the subscription price per Subscription Share be increased from HK$0.05 to HK$0.082 per Subscription Share; and

• the Company shall no longer be obliged to undertake that part of the monies received in respect of the Subscription shall be used to repay the Convertible Bonds (in part or in full) in the event of its redemption.

As a result of the above amendments, the total consideration for the Subscription will be reduced to HK$31,980,000 and the Company is no longer be required to effect the Redemption.

Principal terms of the Subscription Agreement

Pursuant to the 2nd Side Letter, the principal terms of the Subscription Agreement shall be as follows:

Date: 12 April 2017 (as amended by the side letter dated 23 April 2017 and the 2nd Side Letter)

Subject matter

The Company has conditionally agreed to allot and issue, and the Offeror has conditionally agreed to subscribe, in cash, for the 390,000,000 Subscription Shares for total consideration of HK$31,980,000, being HK$0.082 per Subscription Share.

The Subscription Shares represents approximately 9.20% of the total Shares in issue as at the date of this announcement and approximately 8.42% of the total Shares in issue as enlarged by the allotment and issue of the Subscription Shares.

The Subscription Shares shall rank pari passu in all respects with the Shares in issue as at the date of allotment and in particular will rank in full for all dividends and other distributions declared made or paid at any time after the date of allotment.

Subscription price

Pursuant to the 2nd Side Letter, the subscription price of HK$0.082 per Subscription Share represents:

1. a discount of approximately 40.6% to the closing price of the Shares of HK$0.138 per Share as quoted on the Stock Exchange on the Last Trading Day;

2. a discount of approximately 38.3% to the average of the closing prices of HK$0.133 per Share as quoted on the Stock Exchange for the last five trading days up to and including the Last Trading Day;

3. a discount of approximately 33.3% to the average of the closing prices of approximately HK$0.123 per Share as quoted on the Stock Exchange for the last ten trading days up to and including the Last Trading Day; and

4. a premium of approximately HK$0.0821 per Share over the audited consolidated net liability value attributable to owners of the Company of approximately HK$0.0001 per Share as at 31 December 2016, the date to which the latest audited consolidated financial results of the Company were made up.

Conditions precedent to the Subscription Completion

Pursuant to the 2nd Side Letter, the Subscription Completion shall be conditional upon:

1. the GEM Listing Committee of the Stock Exchange granting or agreeing to grant and not having withdrawn or revoked approval for the listing of, and permission to deal in the Subscription Shares;

2. the passing of the necessary resolution(s) at the EGM by the Independent Shareholders who are entitled to vote and not required to abstain from voting under the GEM Listing Rules to approve the Subscription Agreement and the transactions contemplated thereunder, including among others the Specific Mandate and the allotment and issue of the Subscription Shares;

3. the compliance of (i) any other requirements under the GEM Listing Rules or otherwise of (ii) the Stock Exchange which requires compliance in relation to the Subscription and the allotment and issue of the Subscription Shares;

4. there being no material breach of the representations and warranties of the Company under the terms of the Subscription Agreement; and

5. no material adverse change in relation to the business, financial or trading position of the Group as a whole having occurred.

The Company shall use its best endeavours to procure the fulfilment of the above conditions. The parties to the Subscription Agreement shall furnish such information, supply such documents, pay such fees, give such undertakings and do all such acts and things as may reasonably be required by the Stock Exchange in connection with the fulfilment of such conditions. The Offeror may at its discretion waive the conditions (iv) and (v) above. The other conditions set out above cannot be waived by either party to the Subscription Agreement.

If the conditions set out immediately above are not fulfilled (or, as the case may be, waived) on or before 30 September 2017 (or such later date as may be agreed between the Company and the Offeror), or the 30th day after fulfilling the condition set out in (ii) above, whichever is earlier, all rights, obligations and liabilities of the parties to the Subscription Agreement shall cease and determine and none of the parties thereto shall have any claim against the other in respect of the Subscription Agreement (save for any antecedent breaches thereof).

Reasons for the Subscription and use of proceeds

As a result of the 2nd Side Letter, the gross proceeds of the Subscription will be approximately HK$32.0 million. The net proceeds from the Subscription, after the deduction of the related professional fees and other related expenses, are estimated to be approximately HK$31.5 million which will be entirely used for the Group's general working capital.

The Directors consider that the net proceeds for general working capital would be mainly applied as to (i) approximately HK$14.0 million for staff costs which includes salaries and other benefits of staff and Directors; (ii) approximately HK$2.5 million for rental expenses for office premises; (iii) approximately HK$4.5 million for legal and professional fees including fees to auditors and consultants; (iv) approximately HK$8.0 million for the business development of the Group's lottery business in the PRC; and (v) approximately HK$2.5 million for other administrative and operating expenses which includes overseas travelling expenses, printing and other office expenses.

The net issue price per Subscription Share will be approximately HK$0.0807. The nominal value of the Subscription Shares is HK$1,950,000.

Financial effects of the Subscription to the Group

As a result of the 2nd Side Letter, the gross proceeds of the Subscription will be approximately HK$32.0 million. According to the Company's annual report for the year ended 31 December 2016, the Group had bank balances and cash of approximately HK$23.8 million as at 31 December 2016. Upon Subscription Completion, the liquidity and cash position of the Group will be improved as the Subscription will facilitate the Company to raise gross proceeds of approximately HK$32.0 million. Accordingly, the cash position, net current assets and current ratio of the Company are expected to be improved upon Subscription Completion.