09:58     CCT TELECOM<00138>&CCT TECH INT'L<00261> - J.Ann.&Resume(5)         

    The Option Offer                                                          
                                                                              
    For cancellation of each outstanding CCT Tech Option  HK$0.009 in         
    cash                                                                      
                                                                              
    As at the date of this announcement, CCT Tech has 1,082,781,000           
    outstanding CCT Tech Options. The exercise in full of the                 
    1,082,781,000 CCT Tech Options would result in the issue of               
    additional 1,082,781,000 CCT Tech Shares (representing                    
    approximately 6.36% of the issued share capital of CCT Tech as            
    enlarged thereby).                                                        
                                                                              
    The exercise price for the outstanding CCT Tech Options is HK$0.014       
    per CCT Tech Option. The Option Offer Price shall be HK$0.009 in          
    cash per CCT Tech Option, representing the difference between the         
    cash price under the Cash Offer with Securities Exchange                  
    Alternative of HK$0.023 per CCT Tech Share and the exercise price         
    of HK$0.014 per CCT Tech Option. The details of the CCT Tech              
    Optionholders are as follows:                                             
                                                                              
    CCT Tech Optionholders   Number of CCT Tech Options held                  
    Exercise period                                                           
                                                                              
    Executive directors of CCT Tech                                           
                                                                              
    Mak Shiu Tong, Clement   100,000,000   30.4.2003--29.4.2008               
    Tam Ngai Hung, Terry   100,000,000   30.4.2003--29.4.2008                 
    Cheng Yuk Ching, Flora   100,000,000   30.4.2003--29.4.2008               
    Tong Chi Hoi   50,000,000   30.4.2003--29.4.2008                          
                                                                              
    Independent non-executive directors of CCT Tech                           
                                                                              
    Lau Ho Kit, Ivan   8,000,000   30.4.2003--29.4.2008                       
    Chow Siu Ngor   8,000,000   30.4.2003--29.4.2008                          
    Other qualified participants (Note)   716,781,000                         
    30.4.2003--29.4.2008                                                      
    Total   1,082,781,000                                                     
                                                                              
    Note: They are employees of CCT Tech who are independent of, and          
    not connected with the directors, chief executive or substantial          
    shareholders of CCT Tech or its subsidiaries or any of their              
    respective associates.                                                    
                                                                              
    Save for the CCT Tech 2005 CN, the CCT Tech 2008 CN and the CCT           
    Tech Options, CCT Tech has no other convertible securities,               
    options, derivatives or warrants outstanding and has not entered          
    into any agreement for the issue of any convertible securities,           
    options, warrants or derivatives of CCT Tech.                             
                                                                              
    Convertible Bonds                                                         
                                                                              
    The Convertible Bonds will be issued by CCT Telecom to the CCT Tech       
    Shareholders and the holder of the CCT Tech 2005 CN who accept the        
    Cash Offer with Securities Exchange Alternative and opt for the           
    Convertible Bonds instead of cash. The Convertible Bonds can be           
    converted into the CCT Telecom Shares during the Conversion Period        
    as mentioned below. The principal terms of the Convertible Bonds          
    are as follows:                                                           
                                                                              
    Principal amount:   Each Convertible Bond has a face value of             
    HK$1,840                                                                  
                                                                              
    Interest:   No interest is payable                                        
                                                                              
    Conversion right:   The whole or part of the principal amount of          
    the Convertible Bonds may be converted into the CCT Telecom Shares        
    on any Business Day at the Conversion Price as mentioned below at         
    any time during the Conversion Period as mentioned below                  
                                                                              
    Conversion Period:   The period during which the holders of the           
    Convertible Bonds can convert the Convertible Bonds into the CCT          
    Telecom Shares, which will start from the date of issue of the            
    Convertible Bonds and end on the fifth Business Day before the            
    maturity date of the Convertible Bonds                                    
                                                                              
    Conversion Price:   HK$1.267 per CCT Telecom Share, subject to            
    adjustment as provided in the terms and conditions of the                 
    Convertible Bonds                                                         
                                                                              
    Maturity:   The fifth anniversary from the date of issue of the           
    Convertible Bonds. Unless converted into the CCT Telecom Shares           
    or repaid by CCT Telecom in whole or in part of the outstanding           
    balance by giving the bondholder written notice, the principal            
    amount of any Convertible Bonds remaining outstanding shall be            
    automatically redeemed in full on maturity