09:57 CCT TELECOM<00138>&CCT TECH INT'L<00261> - J.Ann.&Resume(2) Major and Connected Transaction The Offers constitute a major transaction for CCT Telecom under the Listing Rules and are subject to the approval of the CCT Telecom Shareholders at an extraordinary general meeting of CCT Telecom. CCT Telecom will convene an extraordinary general meeting to approve the Offers and the issue of new CCT Telecom Shares to be issued under the Convertible Bonds. The Offeror and parties acting in concert with it will abstain from voting. The possible issue of Convertible Bonds under the Cash Offer with Securities Exchange Alternative to connected persons and their associates, as defined under the Listing Rules, constitutes a connected transaction for CCT Telecom (``Connected Transaction''). The connected persons in this respect are namely Mr. Mak Shiu Tong, Clement, Mr. Tam Ngai Hung, Terry and Ms. Cheng Yuk Ching, Flora. An independent board committee will be formed to advise the independent shareholders of CCT Telecom in respect of the Connected Transaction and VC Capital Limited will be appointed to advise the independent board committee and the independent shareholders of CCT Telecom whether the terms of the Connected Transaction are fair and reasonable. The connected persons of CCT Telecom who are entitled to receive Convertible Bonds in the Offers will also abstain from voting. Despatch of Circular and the Offer Document A circular containing, among other things, the notice of the extraordinary general meeting and further details of the Offers and the letter of advice from VC Capital Limited will be despatched to the CCT Telecom Shareholders as soon as practicable, in accordance with the Listing Rules. As New Capital, a company wholly-owned by Mr. Mak Shiu Tong, Clement, the Chairman and an executive director of both CCT Telecom and CCT Tech, and his family members, is the registered holder of the CCT Tech 2005 CN, VC Capital Limited has also been appointed to advise the board of CCT Telecom pursuant to Rule 2.4 of the Takeovers Code. VC Capital Limited has provided its advice to the board of CCT Telecom that the making of the Offers is in the interest of the CCT Telecom Shareholders. Written advice from VC Capital Limited will be contained in the circular of CCT Telecom. The Offeror will despatch the Offer Document to the CCT Tech Shareholders, the holder of the CCT Tech 2005 CN and the CCT Tech Optionholders setting out the terms and other details of the Offers, together with the acceptance and transfer forms as soon as practicable, in accordance with the Takeovers Code. The circular and the Offer Document will be despatched on the same date. Despatch of Response Document Within 14 days from the posting of the Offer Document, CCT Tech is required to despatch a response document to the CCT Tech Shareholders, the holder of the CCT Tech 2005 CN and the CCT Tech Optionholders in respect of the Offers. An independent board committee will be formed to advise the CCT Tech Independent Shareholders and the CCT Tech Optionholders in respect of the Offers. Altus Capital Limited has been appointed as the independent financial adviser to advise the independent board committee of CCT Tech, the CCT Tech Independent Shareholders and the CCT Tech Optionholders. Suspension and Resumption of Trading At the request of CCT Telecom, trading in the CCT Telecom Shares was suspended at 9:30 a.m. on 18 January 2005 pending the release of this announcement. An application has been made by CCT Telecom to the Stock Exchange for the resumption of trading in the CCT Telecom Shares from 9:30 a.m. on 1 February 2005. At the request of CCT Tech, trading in the CCT Tech Shares was suspended at 9:30 a.m. on 18 January 2005 pending the release of this announcement. An application has been made by CCT Tech to the Stock Exchange for the resumption of trading in the CCT Tech Shares from 9:30 a.m. on 1 February 2005. The Offers are subject to conditions described in the paragraph headed ``Conditions of the Offers'' below and accordingly will lapse if they do not become unconditional. The Offeror reserves the right to revise or extend the Offers as permitted under the Takeovers Code, details of which will be set out in the Offer Document. The CCT Telecom Shareholders, the CCT Tech Shareholders and investors of CCT Telecom and CCT Tech should exercise caution when dealing in the CCT Telecom Shares and the CCT Tech Shares.