09:40 CCT TELECOM<00138>&HAIER-CCT<01169>-J.Ann.&<01169>Resumed(2) announcement completion of Injection and (ii) the Placing (before issue approximate and (ii) of the of total approximate Conversion issued Shares of total Shares and issued Shares full exercise of the Share Options) and (ii) approximate of total issued Shares Haier Parties (i) (i) (i) 2,983,000,000 1,849,500,000 8,219,206,667 (ii) 29.9 (ii) (ii) 50.3 18.6 CCT Telecom (i) (i) (i) and its 4,346,772,486 3,926,774,819 3,926,774,819 associates (as (ii) (ii) (ii) 24.0 defined in the 43.6 39.4 Listing Rules) Mr. Mak and (i) (i) (i) his associates 107,219,667 30,717,334 30,717,334 (as defined in (ii) (ii) 0.3 (ii) 0.2 the Listing 1.1 Rules) Directors of (i) (i) (i) Haier-CCT 10,000,000 10,000,000 10,000,000 (other than (ii) 0.1 (ii) (ii) 0.1 Mr. Mak) 0.1 Public (i) (i) (i) shareholders 2,517,035,792 4,147,035,792 4,147,035,792 (ii) (ii) (ii) 25.4 25.3 41.6 Total (i) (i) (i) 9,964,027,945 9,964,027,945 16,333,734,612 (ii) 100.0 (ii) 100.0 (ii) 100.0 Haier-CCT has been informed by Capital Winner, Info-Net and Orient Rich that the Placing Agent has advised that each of the Placing Agent and the placees of the Placing and their respective beneficial owners is not a connected person (as defined in the Listing Rules) of Haier-CCT. OTHER INFORMATION CCT Telecom and its subsidiaries are principally engaged in the manufacture of telecom products, electric component and plastic, baby and health care products. Haier-CCT and its subsidiaries are principally engaged in the procurement of materials, manufacture and distribution of telecommunications equipment. The Placing Agent is licensed under transitional arrangement under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (the `SFO') for type 1 (dealing in securities), type 4 (advising on securities), type 6 (advising on corporate finance), type 7 (providing automated trading services) and type 9 (asset management) regulated activities as defined under the SFO. So far as the directors of CCT Telecom is aware of after making reasonable enquiries, the Placing Agent is not a connected person (as defined in the Listing Rules) of CCT Telecom. It is a requirement from the Stock Exchange that the minimum public float of 25% will have to be ensued upon completion of the Asset Injection in compliance with the Listing Rules. The directors of CCT Telecom are of the view that it is in the best interests of CCT Telecom and its shareholders as a whole for Haier-CCT to achieve completion of the Asset Injection as soon as possible and hence for CCT Telecom to effect the Placing. In view of the reason above, the directors of CCT Telecom are of the view that the Placing is in the best interest of CCT Telecom and its shareholders as a whole and the terms of the Placing are arrived at after arm's length negotiations and are on normal commercial terms. The directors of CCT Telecom are also of the view that the terms of the Placing are fair and reasonable (including the timing of the Placing and the Placing Price). The audited consolidated net loss of Haier-CCT for the two years ended 31 December 2002 and 2003 amounted to approximately HK$66 million and approximately HK$856 million respectively. The audited consolidated net assets of Haier-CCT as at 31 December 2002 and 2003 amounted to approximately HK$2,102 million and approximately HK$1,246 million respectively. The gross and net proceeds from the Placing to be received by CCT Telecom amount to approximately HK$100.8 million and approximately HK$96 million respectively. The proceeds will be applied as general working capital of CCT Telecom and its subsidiaries. The Placing by Info-Net, being a wholly-owned subsidiary of CCT Telecom, constitutes a discloseable transaction for CCT Telecom under the Listing Rules. A circular containing, amongst others, details of