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CHINA ALL ACCESS (HOLDINGS) LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 633) CLARIFICATION ANNOUNCEMENT CONTINUING CONNECTED TRANSACTIONS: PROCUREMENT FRAMEWORK AGREEMENTS IN RELATION TO PURCHASE OF PRODUCTION MATERIALS BY THE TARGET GROUP FROM THE ZTE GROUP AND THE ZX GROUP

Reference is made to the announcement (the "Announcement") of the Company dated 14 January 2013 in relation to, inter alia, the continuing connected transactions contemplated under each of the ZTE Procurement Framework Agreement and the ZX Procurement Framework Agreement. Unless otherwise stated, capitalised terms used herein shall have the same meanings as defined in the Announcement.

Proposed annual caps for the three years ending 31 December 2015

In relation to the proposed annual caps for each of the ZTE Procurement Framework Agreement and the ZX Procurement Framework Agreement, the Board would like to clarify that the Directors expect that (i) the aggregate annual consideration payable by the Target Group to the ZTE Group for the purchases of the ZTE Procurement Materials for the three years ending 31 December 2015 will not exceed RMB50.5 million, RMB74 million and RMB74 million, respectively; and (ii) the aggregate annual consideration payable by the Target Group to the ZX Group for the purchases of the ZX Procurement Materials for the three years ending 31 December 2015 will not exceed RMB18 million, RMB26 million and RMB26 million, respectively. As such, references to the term "annual caps" in the Announcement should also be read accordingly.
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The above proposed annual caps are determined by the Directors based on the following major factors:
(1) the historical amount of purchases of the ZTE Procurement Materials and the ZX Procurement Materials by the Target Group from the ZTE Group and (as the case may be) the ZX Group for each of the three years ending 31 December 2011 and the six months ended 30 June 2012; and
(2) estimated demand for the ZTE Procurement Materials and ZX Procurement Materials of the Target Group for the three years ending 31 December 2015 taking into account the anticipated business growth and production capacity of the Target Group, the anticipated demand of the ZTE Procurement Materials and the ZX Procurement Materials by the Target Group, and the availability of alternative suppliers for similar materials.
The Directors (including the independent non-executive Directors) are of the view that the proposed annual caps for the continuing connected transactions under each of the ZTE Procurement Framework Agreement and the ZX Procurement Framework Agreement for the three years ending 31 December 2015 are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

Listing Rules implications

As the annual consideration payable to the ZTE Group and the ZX Group under the Procurement Framework Agreements, on an aggregated basis, for the three years ending 31 December 2015 are expected to represent more than 1% but less than 5% of the applicable percentage ratios under the Listing Rules and are expected to exceed HK$1 million, the transactions contemplated under the Procurement Framework Agreements and the related annual caps, on an aggregated basis, are subject to the reporting and announcement requirements but exempted from the independent shareholders' approval requirement under Chapter 14A of the Listing Rules.
This announcement is made supplemental to (and should be read in conjunction with) the Announcement. Except for the above information, all other information contained in the Announcement remains unchanged.
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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