09:59 CCT TELECOM<00138>&CCT TECH INT'L<00261> - J.Ann.&Resume(8) (b) each and every member of the CCT Tech Group remaining solvent and not subject to any insolvency or bankruptcy proceedings or likewise and no liquidator, provisional liquidator, receiver or other person carrying out any similar function has been appointed anywhere in the world in respect of the whole or any part of the assets or undertakings of any member of the CCT Tech Group from the date of this announcement up to the date when conditions (a), (c), (d) and (e) are all satisfied; (c) no event having occurred on or before the date on which condition (d) below has been fulfilled which would make the Offers or the acquisition of any of the CCT Tech Shares by the Offeror and/or cancellation of the CCT Tech Options void, unenforceable, illegal or unable to be proceeded or would impose any additional material conditions or obligations with respect to the Offers or any part thereof or the acquisition of any of the CCT Tech Shares and/or cancellation of any CCT Tech Options; (d) valid acceptances of the Cash Offer with Securities Exchange Alternative having been received (and, where permitted, not withdrawn) by 4:00 p.m. on the Closing Date (or such later times(s) and/or date(s) as the Offeror may decide and the Executive may approve) in respect of the CCT Tech Shares, which together with the CCT Tech Shares already held by the Offeror and parties acting in concert with it, constitute more than 50% of the voting rights normally exercisable at general meetings of CCT Tech; and (e) the Stock Exchange granting the listing of, and permission to deal in, the new CCT Telecom Shares to be issued pursuant to the terms of the Convertible Bonds. The Offers may or may not become unconditional. 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. WAIVER OF THE CONDITIONS OF THE OFFERS CCT Telecom reserves the right to waive all or any of the above conditions (except conditions (a), (d) and (e) which cannot be waived) in whole or in part on or before the Closing Date. Thus, if the Offeror does not receive valid acceptances of the Cash Offer with Securities Exchange Alternative by the Closing Date, which together with the CCT Tech Shares already held by the Offeror and parties acting in concert with it before or during the Offers will result in the Offeror and parties acting in concert with it holding more than 50% of the voting rights of CCT Tech, the Offers cannot become unconditional and the Offers will lapse unless they are revised or extended. 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. STAMP DUTY Seller's ad valorem stamp duty for the CCT Tech Shares registered on the Hong Kong branch share register arising in connection with acceptance of the Cash Offer with Securities Exchange Alternative will be payable by the CCT Tech Shareholders, at the rate of HK$1.00 for every HK$1,000 or part thereof of the consideration payable by the Offeror for such person's CCT Tech Shares and will be deducted from the cash amount due to such person under the Cash Offer with Securities Exchange Alternative. If the CCT Tech Shareholders elect to receive the Convertible Bonds and in the case of the CCT Tech 2005 CN, both the seller's and buyer's ad valorem stamp duty in respect of the relevant acceptance will be borne by CCT Telecom. INFORMATION ON CCT TECH CCT Tech is an indirect non wholly-owned subsidiary of CCT Telecom which currently holds a beneficial interest of approximately 34.51% in CCT Tech. The executive directors of CCT Tech are Mr. Mak Shiu Tong, Clement, Mr. Tam Ngai Hung, Terry, Ms. Cheng Yuk Ching, Flora, Mr. Tong Chi Hoi and Dr. William Donald Putt, with the exception of Mr. Tong Chi Hoi, all of whom are also executive directors of CCT Telecom. Mr. Mak Shiu Tong, Clement is the Chairman of both CCT Tech and CCT Telecom.