10:02 CCT TELECOM<00138>&CCT TECH INT'L<00261> - J.Ann.&Resume(10) Based on the latest published audited financial statements of CCT Telecom, the audited consolidated net (loss) before taxation and net (loss) after taxation and minority interests of CCT Telecom were approximately HK$(59) million and approximately HK$(118) million respectively for the financial year ended 31 December 2003. Based on the published unaudited financial statements of CCT Telecom for the six months ended 30 June 2004, the unaudited consolidated net profit before taxation and the net profit after taxation and minority interests of CCT Telecom were approximately HK$101 million and approximately HK$56 million respectively for the six months ended 30 June 2004. Basic earnings/(loss) per CCT Telecom Share was approximately HK$(0.28) and HK$0.133 for the year ended 31 December 2003 and for the six months ended 30 June 2004 respectively. The audited consolidated net asset of the CCT Telecom Group as at 31 December 2003 was approximately HK$2,295 million, and the unaudited net asset of the CCT Telecom Group as at 30 June 2004 was approximately HK$2,303 million or approximately HK$5.44 and HK$5.46 per CCT Telecom Share respectively. The audited consolidated net (loss) before taxation and the consolidated net (loss) after taxation and minority interest of CCT Telecom were approximately HK$(256) million and approximately HK$(259) million respectively for the financial year ended 31 December 2002. Basic (loss) per CCT Telecom Share was approximately HK$(0.61) for the year ended 31 December 2002. The audited consolidated net assets of the CCT Telecom Group as at 31 December 2002 was approximately HK$2,427 million. As at the date of this announcement, CCT Telecom has outstanding CCT Telecom Options convertible into 41,780,000 CCT Telecom Shares. The details of the holders of the CCT Telecom Options are as follows: Holders of CCT Telecom Options Number of CCT Telecom Options held Exercise period Executive directors of CCT Telecom Mak Shiu Tong, Clement 420,000 17.3.2003--16.3.2008 Tam Ngai Hung, Terry 4,200,000 17.3.2003--16.3.2008 Cheng Yuk Ching, Flora 4,200,000 17.3.2003--16.3.2008 William Donald Putt 420,000 17.3.2003--16.3.2008 Independent non-executive directors of CCT Telecom Samuel Olenick 420,000 17.3.2003--16.3.2008 Tam King Ching, Kenny 420,000 17.3.2003--16.3.2008 Lau Ho Man, Edward 420,000 17.3.2003--16.3.2008 Executive directors of CCT Tech Tong Chi Hoi 1,000,000 17.3.2003--16.3.2008 Other qualified participants (Note) 30,280,000 17.3.2003--16.3.2008 Total 41,780,000 Note: They are employees of CCT Telecom or directors of an associated company of CCT Telecom, who are independent of, and not connected with the directors, chief executive or substantial shareholders of CCT Telecom or its subsidiaries or any of their respective associates. Neither the Offeror nor parties acting in concert with it has dealt in the CCT Tech Shares in the six-month period prior to the date of this announcement. Assuming New Capital and all the CCT Tech Independent Shareholders accept the Cash Offer with Securities Exchange Alternative and take the Convertible Bonds instead of cash and all the CCT Tech Options are not exercised and are cancelled pursuant to the Option Offer, Convertible Bonds in the principal amount of HK$343,583,718.93 will be issued. A total of 271,178,941 new CCT Telecom Shares will be issued upon conversion of all Convertible Bonds in the principal amount of HK$343,583,718.93 at the conversion price of HK$1.267 per CCT Telecom Share, representing approximately 39.09% of the enlarged share capital of CCT Telecom or approximately 64.18% of the existing share capital of CCT Telecom. The shareholding structure of CCT Telecom, both before and after completion of the Offers, assuming full acceptance of the Cash Offer with Securities Exchange Alternative electing for the Convertible Bonds, full cancellation of the CCT Tech Options and the exercise of CCT Telecom Options in full is as follows: Existing Shareholding Upon full conversion of Convertible Bonds and the exercise of the CCT Telecom Options in full