Grant of options (in pdf)

Hong Kong Exchanges and Clearing Limited (a company incorporated in Hong Kong with limited liability) and the Exchange take no responsibility for the contents of this document, 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 document.

愛 達 利 網 絡 控 股 有 限 公 司*

(Incorporated in Bermuda with limited liability)

Stock Code: 8033

The Board announces that, after the trading hours of the Exchange on 27th September 2016, the Company and the Consultants entered into the Consultant Agreement pursuant to which the Company has conditionally granted to the Consultants the Options to subscribe for a total of 61,380,000 Shares.

The Company has also granted Options to certain eligible Participants pursuant to the Scheme, further details of which are set out below.

The Board announces that, after the trading hours of the Exchange on 27th September 2016, the Company and the Consultants entered into the Consultant Agreements pursuant to which the Company has conditionally granted the Options to the Consultants. The principal terms of the Consultant Agreements are set out as follows:

Date: 27th September 2016

Parties: 1 The Company;

2 The Consultants.

To the best of the Directors' knowledge, information and belief after having made all reasonable enquires, the Consultants are third parties independent of the Company and its Connected Persons and are not Connected Persons of the Company.

The Consultants are engaged to provide advisory services to the Group on introducing business opportunities. In consideration of motivating the Consultants in their performance of such services, the Company has conditionally granted to the Consultants 21,000,000 Options (each of them 5,250,000 Options) to subscribe for 21,000,000 Shares.

The Subscription Price of the Options is HK$0.305 per Share, which represents the higher of 1. the closing price of the Shares on the date of grant, i.e. 27th September 2016; and 2. the average closing price of the Shares of HK$0.303 for five Business Days immediately preceding the date of grant.

The Subscription Price was determined after arm's length negotiation between the Company and the Consultants.

The validity period of the Options is from 28th September 2016 to 27th September 2019.

The Board further announces that, on the same date, the Board resolved to grant Options to a number of eligible Participants to subscribe for up to 40,380,000 Shares in the issued share capital of the Company pursuant to the Scheme, subject to acceptance of the eligible Participants and payment of HK$1 by each eligible Participant upon acceptance. Details of the grant of the Options are as follows:

Date of grant: 27th September 2016

Subscription Price of the Options granted:

HK$0.305 per Share, which represents the higher of 1. the closing price of the Share on the date of grant, i.e. 27th September 2016; and 2. the average closing price of the Share of HK$0.303 for five Business Days immediately preceding the date of grant.

Number of the Options granted:

40,380,000

Closing price of the

Shares on the date of grant:

HK$0.305 per Share

Validity period of the Options:

from 28th September 2016 to 27th September 2019 (both days inclusive)

Among the Options granted above, 3,150,000 Options were granted to the following Directors and an Associate with details as follows:

The grant of the Options to each of the above executive Directors was approved by the independent non-executive Directors in accordance with Rule 23.04(1) of the GEM Listing Rules on 27th September 2016.

Save as disclosed in this announcement, none of the eligible Participants is a Director, a person who either alone or together with one or more other persons is or will be responsible under the immediate authority of the Board for the conduct of the business of the Company, a person who is entitled to exercise, or control the exercise of, 10% or more of the voting power at any general meeting of the Company, or an Associate of any of them.

"Associate" has the meaning ascribed thereto in the GEM Listing Rules

"Board" the board of Directors

"Business Day" any day (excluding Saturday and Sunday) on which

licensed banks are generally open for business in Hong Kong

"Company" Vodatel Networks Holdings Limited

"Connected Person" has the meaning ascribed thereto in the GEM Listing

Rules

"Consultants" Tse Po Lau, Yip Tai Him, Wong Sin Fai Cynthia and

Wong Chung Kee

"Consultant Agreements"

the letter agreements entered into between the Company and the Consultants on 27th September 2016 in respect of their services to be provided to the Group as set out in this announcement

"Director" the director of the Company

"Exchange" The Stock Exchange of Hong Kong Limited, a company incorporated in Hong Kong with limited liability

"GEM" the Growth Enterprise Market operated by the Exchange "GEM Listing Rules" the Rules Governing the Listing of Securities on GEM

made by the Exchange from time to time

"Group" the Company and its subsidiaries

"HK$" Hong Kong Dollar, the lawful currency of Hong Kong "Hong Kong" the Hong Kong Special Administrative Region of PRC

(not applicable to Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited)

"Option" an option to subscribe for Shares pursuant to the Scheme and for the time subsisting

"Participant" Directors (including executive Directors, non-executive

Directors and independent non-executive Directors) and employees of the Group and any advisors, consultants, distributors, contractors, suppliers, agents, customers, business partners, joint venture business partners, promoters and service providers of any member of the Group who the Board considers, in its sole discretion, have contributed or will contribute to the Group