10:03 CCT TELECOM<00138>&CCT TECH INT'L<00261> - J.Ann.&Resume(12) The Offeror and CCT Telecom intend to effect the compulsory acquisition of CCT Tech in the event that the Offeror is permitted to do so under the Companies Act and the Takeovers Code, and to apply for the delisting of CCT Tech. Pursuant to Rule 2.11 of the Takeovers Code, except with the consent of the Executive, where the Offeror seeks to acquire or privatise CCT Tech by means of the Offers and the use of compulsory acquisition rights, such rights may only be exercised if, in addition to satisfying any requirements imposed by the Companies Act, acceptance of the Offers and purchases (in each case of the disinterested shares) made by the Offeror and persons acting in concert with it during the period of four months after posting the Offer Document total 90% of the disinterested shares. The directors of CCT Telecom and the Offeror will jointly and severally undertake to the Stock Exchange to take appropriate steps to ensure that public float exists in the CCT Tech Shares if listing is to be maintained. The Stock Exchange has stated that if, upon the close of the Offers, less than 25% of the CCT Tech Shares are held by the public or if the Stock Exchange believes that: --- a false market exists or may exist in the trading of the CCT Tech Shares; or --- there are insufficient CCT Tech Shares in public hands to maintain an orderly market, then it will consider exercising its discretion to suspend trading in the CCT Tech Shares until a level of sufficient public float is attained. So long as CCT Tech remains a listed company, the Stock Exchange will also closely monitor all future acquisitions or disposals of assets of CCT Tech. Any acquisitions or disposals of assets by the CCT Tech Group will be subject to the provisions of the Listing Rules. Pursuant to the Listing Rules, the Stock Exchange has the discretion to require CCT Tech to issue an announcement and a circular to the CCT Tech Shareholders irrespective of the size of any proposed transactions, particularly when such proposed transactions represent a departure from the principal activities of CCT Tech. The Stock Exchange also has the power to aggregate a series of acquisitions or disposals of CCT Tech and any such transactions may result in CCT Tech being treated as if it were a new listing applicant and subject to the requirements for new listing applicants as set out in the Listing Rules. Availability of the Offers The Offer Document will be sent to the CCT Tech Shareholders, the holder of the CCT Tech 2005 CN and the CCT Tech Optionholders, including those with a registered address outside Hong Kong. However, the availability of the Offers to persons not resident in Hong Kong may be affected by the applicable laws of the relevant jurisdictions. Persons who are not resident in Hong Kong should inform themselves about and observe any applicable requirements in their own jurisdictions. MAJOR and Connected TRANSACTION As the Offers constitute a major transaction for CCT Telecom under the Listing Rules, the Offers 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, inter alia, the Offers and the issue of new CCT Telecom Shares 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.