09:58     CCT TELECOM<00138>&CCT TECH INT'L<00261> - J.Ann.&Resume(6)         

    Repayment:   CCT Telecom may at its sole discretion, repay in             
    whole or in part of the outstanding balance of the Convertible            
    Bonds not yet repaid or converted into the CCT Telecom Shares any         
    time before maturity by giving the holders of the Convertible Bonds       
    a prior written notice of 14 days                                         
                                                                              
    Transferability:   The Convertible Bonds may be transferred to            
    any third party subject to compliance with the terms and conditions       
    of the Convertible Bonds and further subject to the conditions,           
    approvals, requirements and any other provisions of or under all          
    applicable laws and regulations and the Listing Rules.  If the            
    Convertible Bonds are transferred to the connected person(s) (as          
    defined in the Listing Rules) of CCT Telecom or its associate(s),         
    CCT Telecom shall immediately notify the Stock Exchange and all           
    such transfers will be made subject to full compliance with the           
    Listing Rules                                                             
                                                                              
    Application for listing:   Application will be made to the Listing        
    Committee of the Stock Exchange for the listing of, and permission        
    to deal in, the new CCT Telecom Shares which may be issued under          
    the Convertible Bonds. No listing application will be made for the        
    Convertible Bonds                                                         
                                                                              
    Voting:   The holder of the Convertible Bonds shall not be                
    entitled to attend or vote at any general meeting of CCT Telecom          
    by reason only of its being the holder of the Convertible Bonds           
                                                                              
    The conversion price of HK$1.267 has been determined by the Offeror       
    with reference to the average closing price of the CCT Telecom            
    Shares as quoted on the Stock Exchange for the last thirty days           
    up to and including the Last Trading Day.                                 
                                                                              
    The highest and lowest closing prices at which the CCT Telecom            
    Shares were traded on the Stock Exchange during the six-month             
    period immediately prior to the Last Trading Day, were HK$1.41 and        
    HK$0.89 on 15 November 2004 and 16 August 2004, respectively.             
                                                                              
    The conversion price of HK$1.267:                                         
                                                                              
    (a)   represents a discount of approximately 4.74% to the closing         
    price of HK$1.33 per CCT Telecom Share as quoted on the Stock             
    Exchange on the Last Trading Day;                                         
                                                                              
    (b)   represents a discount of approximately 4.31% to the average         
    closing price of approximately HK$1.324 per CCT Telecom Share for         
    the last ten trading days up to and including the Last Trading Day;       
                                                                              
    (c)   represents a discount of approximately 0.71% over the               
    average closing price of approximately HK$1.276 per CCT Telecom           
    Share for the last sixty trading days up to and including the Last        
    Trading Day; and                                                          
                                                                              
    (d)   represents a discount of approximately 76.70% to the audited        
    consolidated net asset value per CCT Telecom Share of                     
    approximately HK$5.437 as at 31 December 2003 (based on the audited       
    consolidated net assets of approximately HK$2,295,000,000 and             
    422,105,230 CCT Telecom Shares in issue as at 31 December 2003)           
    and a discount of approximately 76.78% to the unaudited                   
    consolidated net asset value per CCT Telecom Share of                     
    approximately HK$5.456 as at 30 June 2004 (based on the unaudited         
    consolidated net assets of approximately HK$2,303,000,000 and             
    422,105,230 CCT Telecom Shares in issue as at 30 June 2004).              
                                                                              
    Conversion of the Convertible Bonds into the CCT Telecom Shares           
    should be made in each face value of HK$1,840 or its multiple.            
    Fraction of a CCT Telecom Share will not be issued upon conversion        
    of the Convertible Bonds and the number of shares to be issued upon       
    conversion of the Convertible Bonds will be rounded down to the           
    nearest one CCT Telecom  Share.                                           
                                                                              
    Total consideration for the Offers                                        
                                                                              
    As at the date of this announcement, there are a total of                 
    15,938,422,562 CCT Tech Shares in issue of which 10,438,422,562           
    CCT Tech Shares are held by the CCT Tech Shareholders other than          
    the Offeror and the parties acting in concert with it. On the basis       
    of the cash consideration of HK$1,840 or a Convertible Bond of a          
    principal amount of HK$1,840, for every 80,000 CCT Tech Shares or         
    for every CCT Tech 2005 CN with a face value of HK$800 (as the case       
    may be), the entire issued share capital of CCT Tech held by the          
    CCT Tech Shareholders (other than the Offeror and the parties             
    acting in concert with it) and the CCT Tech 2005 CN are valued at         
    approximately HK$240,083,718.93 and HK$103,500,000.00                     
    respectively.