09:56 CCT TELECOM<00138>&CCT TECH INT'L<00261> - J.Ann.&Resume(1) The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of CCT Telecom Holdings Limited and CCT Tech International Limited. CCT TELECOM HOLDINGS LIMIED (Incorporated in the Cayman Islands with limited liability) (Stock Code: 138) CCT TECH INTERNATIONAL LIMIED (Incorporated in Bermuda with limited liability) (Stock Code: 261) ANNOUNCEMENT Voluntary Conditional Cash Offer (with a Securities Exchange Alternative) by DBS Asia Capital Limited on behalf of Jade Assets Company Limited, a wholly-owned subsidiary of CCT Telecom Holdings Limited, to acquire all the issued shares and the convertible notes due 2005 of CCT TECH INTERNATIONAL LIMITED (other than those already owned by the Offeror and parties acting in concert with it (other than New Capital Industrial Limited)) and Voluntary Conditional Cash Offer to cancel all outstanding options of CCT TECH INTERNATIONAL LIMITED (other than those already owned by the Offeror and parties acting in concert with it) and Major and Connected Transaction of CCT Telecom Holdings Limited The Offers CCT Telecom announced that DBS Asia, on behalf of the Offeror, subject to the conditions as set out in the paragraph headed ``Conditions of the Offers'' below, will make a voluntary conditional cash offer (with a securities exchange alternative) to acquire all the issued CCT Tech Shares and the CCT Tech 2005 CN (other than those already owned by the Offeror and parties acting in concert with it (other than New Capital)) and a voluntary conditional cash offer to cancel all the outstanding CCT Tech Options. The principal terms of the Offers are set out in the paragraph headed ``The Offers'' below. DBS Asia is satisfied that there are sufficient financial resources available to CCT Telecom to satisfy the amount of funds required to meet full acceptance of the Offers. CCT Telecom currently holds 5,500,000,000 CCT Tech Shares through its indirect wholly-owned subsidiaries, representing approximately 34.51% in the issued share capital of CCT Tech. CCT Telecom also holds the CCT Tech 2008 CN in the principal amount of HK$615 million through its wholly-owned subsidiary, Noble Team Investments Limited, the full conversion of which would result in the issue of 43,928,571,428 CCT Tech Shares, representing approximately 275.61% of the existing issued capital of CCT Tech and approximately 73.38% of the issued capital of CCT Tech as enlarged thereby. Compulsory Acquisition If acceptances are received for 90% or more in value of the CCT Tech Shares in issue, CCT Telecom may avail itself of the compulsory acquisition provisions under the Companies Act to acquire the outstanding CCT Tech Shares not owned by it and parties acting in concert with it.