ffccb31c-d86f-496a-8af2-9f9ea4481e51.pdf

If you are in any doubt as to any aspect of this circular or as to the action you should take, you should consult an exchange participant or other securities dealer licensed as a licensed person under the Securities and Futures Ordinance, bank manager, solicitor, certified public accountant or other professional adviser.

If you have sold or transferred all your shares in China Communication Telecom Services Company Limited, you should at once hand this circular and the accompanying proxy form to the purchaser or transferee or to the bank, exchange participant or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

This circular appears for information only and does not constitute an invitation or offer to shareholders or any other persons to acquire, purchase, or subscribe for securities of the Company. Dealings in the securities of the Company may be settled through CCASS and you should consult a licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser for details of the settlement arrangements and how such arrangements may affect your rights and interests.

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.





  1. VERY SUBSTANTIAL ACQUISITION AND CONNECTED TRANSACTION IN RELATION TO ACQUISITION OF THE TARGET GROUP

  2. PROPOSED GRANT OF PLACING SPECIFIC MANDATE

  3. PROPOSED GRANT OF SUBSCRIPTION SPECIFIC MANDATE AND CONNECTED TRANSACTION

  4. NON-EXEMPT CONTINUING CONNECTED TRANSACTIONS AND

  5. NOTICE OF EXTRAORDINARY GENERAL MEETING

Financial adviser to the Company



Independent financial adviser to

the Independent Board Committee and the Independent Shareholders



A letter from the Board is set out from pages 11 to 137 of this circular. A letter from the Independent Board Committee is set out on page 138 of this circular. A letter from the Independent Financial Adviser, containing its advice to the Independent Board Committee and the Independent Shareholders, is set out from pages 140 to 185 of this circular.

A notice convening the extraordinary general meeting of the Company to be held at the Meeting Room, Units 2115-2116, 21/F, China Merchants Tower, Shun Tak Centre, 168-200 Connaught Road Central, Hong Kong on Tuesday, 16 February 2016 at 11: 00 a.m. is set out on pages EGM-1 to EGM-6 of this circular.

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

This circular will remain on the ''Latest Company Announcements'' page of the website of the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited at www.hkgem.com for at least 7 days from the date of its posting and on the website of the Group at www.ccpi.com.hk.


31 December 2015

GEM has been positioned as a market designed to accommodate companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. The greater risk profile and other characteristics of GEM mean that it is a market more suited to professional and other sophisticated investors.


Given the emerging nature of companies listed on GEM, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board and no assurance is given that there will be a liquid market in the securities traded on GEM.

Page

Definitions ....... ....... ........ ....... ....... ........ ....... ........ ....... ... 1

Letter from the Board ... ........ ....... ....... ........ ....... ........ ....... ... 11

Information on the Target Group ...... ....... ........ ....... ........ ....... ... 51

Letter from the Independent Board Committee ........ ....... ........ ....... ... 138

Letter from the Independent Financial Adviser ........ ....... ........ ....... ... 140


Appendix I - Financial Information of the Group . ....... ........ ....... ... I-1


Appendix II - Accountants' Report of the Target Group .. ........ ....... ... II-1


Appendix III - Unaudited Pro Forma Financial Information

of the Enlarged Group .... ........ ....... ........ ....... ... III-1


Appendix IV - Valuation Report ..... ....... ........ ....... ........ ....... ... IV-1


Appendix V - Letters on Profit Forecasts .. ........ ....... ........ ....... ... V-1


Appendix VI - General Information . ....... ........ ....... ........ ....... ... VI-1


Notice of Extraordinary General Meeting ..... ........ ....... ........ ....... ... EGM-1

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


''%'' per cent.


''Acquisition'' the conditional acquisition of the Sale Shares by the Purchaser from the Vendor pursuant to the Sale and Purchase Agreement


''Acquisition Completion'' completion of the Acquisition


''Acquisition Completion Date'' the day on which the last of the conditions precedent in the

Sale and Purchase Agreement have been satisfied or waived or such other day as the Purchaser may agree which is expected to take place as soon as practicable on the date of and following the completion of the Placing(s) and the Subscription


''associate(s)'' has the meaning ascribed thereto under the GEM Listing Rules

''Beijing Shentong'' Beijing Shentong Culture Club Co., Ltd. (北京神通文化俱

樂部有限公司), a company established under the laws of

the PRC on 30 January 2008 and is a wholly-owned subsidiary of CCC


''Board'' the board of Directors


''Bulletin 7'' the tax notice issued by the State Administration of Taxation of the PRC titled ''State Administration of Taxation's Bulletin on Several Issues of Enterprise Income Tax on Income Arising from Indirect Transfers of Property

by Non-resident Enterprises (關於非居民企業間接轉讓財產

企業所得稅若干問題的公告) (State Administration of Taxation Bulletin [2015] No. 7 (國家稅務總局公告2015年 第7))'', as may be amended or supplemented from time to

time and including any similar or replacement notice or law on the PRC tax treatment of, among others, offshore indirect transfers of equity interests in PRC resident enterprises and whose transfer results in enterprise income tax liability for the non-resident enterprise in accordance with the provisions of the Enterprise Income Tax Law of the PRC, including any applicable laws in the PRC against the avoidance of PRC tax

China Communication Telecom Services Co. Ltd. issued this content on 2015-12-31 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 2015-12-31 10:12:23 UTC

Original Document: http://www.ccpi.com.hk/pdf/EW08206-20151231_Cir.pdf