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

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CHINA ALL ACCESS (HOLDINGS) LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 633) COMPLETION OF ISSUE OF SUBSCRIPTION SHARES AND CONVERTIBLE BONDS Financial adviser to China All Access (Holdings) Limited


Guotai Junan Capital Limited

The Board is pleased to announce that all the conditions precedent to the Subscription Agreement have been fulfilled and the Subscription Completion took place on 15 January 2013.

Reference is made to the announcements of China All Access (Holdings) Limited (the "Company") dated 16 November 2012 and 21 December 2012 and the circular (the "Circular") of the Company dated 5 December 2012. Terms used herein shall have the same meanings as defined in the Circular unless the context requires otherwise.

Subscription Completion

The board (the "Board") of directors (the "Directors") of the Company is pleased to announce that all the conditions precedent to the Subscription Agreement have been fulfilled and the Subscription Completion took place on 15 January 2013.

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In accordance with the terms of the Subscription Agreement, upon the Subscription Completion, the Company has (i) allotted and issued 112 million Subscription Shares for subscription by ZTE HK for a total cash consideration of HK$201.5 million; and (ii) issued the Convertible Bonds for the principal amount of HK$201.5 million for subscription by ZTE HK for a total cash consideration of HK$201.5 million.

The shareholding structure of the Company immediately before and after the issue of the Subscription Shares and upon conversion in full of the Convertible Bonds is as follow:

Shareholders Immediately before the issue of the Subscription Shares

Number of

Shares %

Immediately after the issue of the Subscription Shares

Number of

Shares %

Immediately after the issue of the Subscription Shares and the conversion of the Convertible Bonds in full

(Note 3) Number of

Shares %

Mr. Chan Yuen Ming

and Creative Sector

Limited (Note 1)

432,906,000

35.58

432,906,000

32.58

432,906,000

30.48

ZTE HK (Note 2)

-

-

112,000,000

8.43

203,590,909

14.33

Other public

Shareholders

783,918,000

64.42

783,918,000

58.99

783,918,000

55.19

Total

1,216,824,000

100.00

1,328,824,000

100.00

1,420,414,909

100.00



Notes:

1. Mr. Chan Yuen Ming is an executive Director. Creative Sector Limited is wholly-owned by Mr.
Chan Yuen Ming. Mr. Chan Yuen Ming is deemed to be interested in all the Shares in which
Creative Sector Limited is interested by virtue of the Securities and Futures Ordinance (Chapter
571 of The Laws of Hong Kong).
2. Upon the Subscription Completion, ZTE HK becomes a Bondholder and is entitled to exercise the conversion rights attaching to the Convertible Bonds for the principal amount of HK$201.5 million in respect of a maximum of 91,590,909 Conversion Shares on the basis of the initial conversion price of HK$2.20 per Conversion Share, which may be adjusted pursuant to the terms of the Subscription Agreement.

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3. Assuming that (i) there will not be any changes in the issued share capital of the Company other than pursuant to the allotment and issue of the Subscription Shares and the Conversion Shares; (ii) the Convertible Bonds will be converted into Convertible Shares in full at the initial conversion price of HK$2.20 per Conversion Share without any adjustment; (iii) neither Mr. Chan Yuen Ming, Creative Sector Limited nor ZTE HK will dispose of nor acquire any Shares prior to the conversion of the Convertible Bonds in full by ZTE HK; and (iv) there will not be any early redemption or transfer of the Convertible Bonds pursuant to the terms and conditions of the Convertible Bonds.

Hong Kong, 15 January 2013

By order of the Board

China All Access (Holdings) Limited Shao Kwok Keung

Chief Executive Officer

As at the date of this announcement, the executive Directors are Mr. Chan Yuen Ming, Mr. Shao Kwok Keung, Mr. Zhao Qing An and Mr. Xiu Zhi Bao; and the independent non-executive Directors are Mr. Pun Yan Chak, Mr. Wong Che Man Eddy and Mr. Lam Kin Hung Patrick.

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