: : : : : EBT Mobile Limited: : : : :

Tender Offer and De-listing from AIM-part 2

22/10/2008

Capital Reduction

As at 31 December 2007, the Company had an accumulated deficit on its retained earnings account of £7,929,931 ("Deficit"), 3,447,931,806 Deferred Shares of 0.1p each and a share premium account of £19,404,956.

In order to eliminate the Deficit in its entirety, the Board is seeking Shareholders' authority to cancel the Company's share premium account (the "Capital Reduction"). In addition to the cancellation of the Deficit, the Board proposes that the Capital Reduction should also create £11,475,025 of distributable reserves to enable the Tender Offer to be undertaken.

The cancellation of the Deficit and the creation of the Reserve would reduce the Company's share premium account to £nil. However, the Capital Reduction would leave the Company's net assets unchanged and the underlying book value of the Company would be unaffected.

The Board is also proposing to cancel the Deferred Shares which were created by the Company in September 2005, as part of a capital reorganisation and placing undertaken by the Company in connection with its readmission to trading on AIM.

The cancellation would reduce the Company's called up share capital by £3,447,932. However, aside from this reduction, the Company's underlying book value would be unaffected by the cancellation.

It is proposed that in accordance with article 6.2 of the Company's articles of association, the cancellation be effected without payment to those shareholders holding Deferred Shares. Accordingly, no distributable reserves of the Company would be required in order to effect the cancellation. Approval of the cancellation by the Shareholders by way of special resolution will be required.

Articles of Association

The Company is proposing the adoption of new articles of association to take account of changes in the law, and to add 'drag along and tag along' provisions. The latter is designed to make it easier to sell the Company in the event that a buyer can be found at a price that is attractive to the majority of shareholders.

The proposed new Articles of Association will be available for inspection during usual business hours (Saturday and Sunday excepted) until the close of the Annual General Meeting at the registered office of the Company's lawyers (Taylor Wessing, Carmelite, 50 Victoria Embankment, London EC4Y 0DX).

Shareholder approval is required for the adoption of the new articles of association. The Company and Panmure Gordon have received irrevocable undertakings from the Directors and other shareholders holding 160,275,948 Ordinary Shares, representing 72.3 per cent. of the ordinary share capital, that they will vote in favour of the resolution relating to the adoption of the new articles.

Shareholder Agreement and New Option Scheme

Audley Capital Management Limited, Gartmore Investment Limited, CRV, which is wholly owned by James Reiman, Zhang Ge, the Chief Executive, and the Company have entered into a shareholders' agreement to regulate certain matters concerning the Company.

These provisions include the appointment of Directors and pre-emption rights on transfers of shares. Summary details are contained within the Circular.

Similarly a summary of a new option scheme is contained within the Circular. The total outstanding option pool over the Company's shares will not exceed 16 per cent. of the fully diluted issued share capital and options in the scheme will be exercisable at the same price as the Tender Offer is made.

Significant shareholders

The Company is aware of the following persons who directly or indirectly have an interest representing 3 per cent. or more of the existing share capital of the Company (being the threshold at or above which, in accordance with the Disclosure and Transparency Rules, an interest must be disclosed to the Company):

Name	Current shareholding(3)	Percentage of current issued share capital
Audley	56,165,000	25.3
Gartmore	33,180,750	15.0
USS(1)	10,086,364	4.5
Charles Stanley, stockbrokers	8,211,932	3.7
JOHIM(2)	6,816,666	3.1

(1) Universities Superannuation Scheme Limited

(2) JO Hambro Investment Management

(3) As at 15 October 2008

The interests (all of which are beneficial unless otherwise stated) of Audley, Gartmore, the Directors and persons connected with them and senior management in the existing share capital of the Company as at the date of this document and immediately following the Tender Offer are as set out below:

Name	Current shareholding	Percentage of current issued share capital	Shareholding following Tender Offer*	Percentage of issued share capital following Tender Offer**
James Reiman (1) (2)	59,675,688	26.9	58,253,949	27.7
Audley	56,165,000	25.3	56,165,000	26.7
Gartmore	33,180,750	15.0	28,883,053	13.7
Zhang Ge	7,487,324	3.4	9,045,356	4.3
Stephen Davidson	60,000	0.03	1,060,000	0.5
Other Senior Management (3)	3,707,186	1.7	5,866,989	2.8

* Assuming maximum possible take-up of the Tender Offer, save where the Shareholder
has irrevocably undertaken not to tender.

**     Shareholdings and issued share capital following the Tender Offer assumes Optionholders of all
       in the-money Options at the date of this circular exercise such Options and participate in the Tender
       Offer, save as otherwise limited by irrevocable commitments not to tender.

(1) James Reiman's interests in the Company are held via CRV

(2) Includes 8,289,971 shares subject to an option granted to a trust to which Daniel Skaff is
connected

(3) Lisa Chen, Wang Wei, Zhang Yun and Jian Hu

Recommendation

The Directors, having consulted with Panmure Gordon, consider that all the proposals to be considered at the General Meeting are fair and reasonable and are in the best interests of the Company and the Shareholders as a whole.

The Directors therefore unanimously recommend that Shareholders vote in favour of the Resolutions as they have undertaken to do so in respect of their own beneficial holdings of 67,223,012 Ordinary Shares, representing 30.3 per cent. of the existing issued ordinary share capital of the Company.

The Tender Offer is conditional upon the Capital Reduction being approved by the Court and taking effect by 5pm on 30 December 2008. If for any reason the Capital Reduction does not become effective by 5pm on 30 December 2008, the Tender Offer will not proceed. Shareholders should note that if for any reason the Tender Offer does not take place, the De-listing will still occur.

DEFINITIONS

"Basic Entitlement"	means the minimum percentage of a Tender Offer Shareholder's holding at the Record Date that the Tender Offer Shareholder may expect to be able to sell via the Tender Offer. The Basic Entitlement will vary depending on the extent to which holders of options capable of exercise choose to participate in the Tender Offer and the number of Ordinary Shares to be allotted and issued pursuant to the JXJL acquisition.
"Basic Entitlement Amount"	means the number of Ordinary Shares which is the product, rounded down to the nearest whole share, of the Basic Entitlement multiplied by the registered shareholding of each Shareholder participating in the Tender Offer
"Tender Offer Shares"	Ordinary Shares to which the Tender Offer relates being, in aggregate, the total number of Ordinary Shares in issue as at 5.00 p.m. on the Record Date other than those Ordinary Shares held by certain shareholders who have irrevocably committed to limit their participation in the Tender Offer or not to participate at all, including any Ordinary Shares issued and allotted on or before such time pursuant to the valid exercise of Options and pursuant to the terms of the JXJL acquisition
"Tender Offer Shareholders"	holders of Tender Offer Shares

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Latest time for receipt of Forms of Proxy	12 November 2008 at 11:00 a.m.
General Meeting	14 November 2008 at 11:00 a.m.
Final date for receipt of Tender Forms and share certificates for certificated shares	4 December 2008 at 1:00 p.m.
Transfer to escrow account of tendered uncertificated Tender Offer Shares settled	4 December 2008 at 1:00 p.m.
Record Date for Tender Offer	4 December 2008 at 5:00 p.m.
Announcement of take-up level under Tender Offer	5 December 2008
Court hearing to confirm Capital Reduction*	10 December 2008
Effective date for Capital Reduction*	By 15 December 2008
Purchase of Tender Offer Shares under the Tender Offer**	15 December 2008
CREST Account credited with Tender Offer proceeds**	16 December 2008
Dispatch of cheques for Tender Offer proceeds**	16 December 2008
Ordinary Shares delisted from AIM	By 17 December 2008

* These dates are dependent on, inter alia, the date upon which the Court confirms the Capital
Reduction. The Court hearing may be subject to postponement by the Court.

** The Capital Reduction is subject to the approval of the Court and will not take place if Court approval is not obtained. If the Capital Reduction is not approved by the Court, the Tender Offer will not take place.

If any of the above times and/or dates change, the revised times and/or dates will be notified to Shareholders by announcement through a Regulatory Information Service of the London Stock Exchange.

For more information contact:

Weber Shandwick Financial 020 7067 0700

Terry Garrett / Stephanie Badjonat / John Moriarty

Panmure Gordon (UK) Limited 020 7459 3600

Aubrey Powell / Giles Stewart

EBT Mobile China plc

Jim Reiman, Non-Executive Chairman 001 847 784 8100

Stephen Davidson, Non-Executive Director 01491 615306

(Part 2 of full document)