10:04 CCT TELECOM<00138>&CCT TECH INT'L<00261> - J.Ann.&Resume(13) As New Capital, a company wholly-owned by Mr. Mak Shiu Tong, Clement, the Chairman and an executive director of both CCT Telecom and CCT Tech, and his family members, is the registered holder of the CCT Tech 2005 CN, VC Capital Limited has also been appointed to advise the board of CCT Telecom pursuant to Rule 2.4 of the Takeovers Code. VC Capital Limited has provided its advice to the board of CCT Telecom that the making of the Offers is in the interest of the CCT Telecom Shareholders. Written advice from VC Capital Limited will be contained in the circular of CCT Telecom. DESPATCH OF CIRCULAR AND The OFFER DOCUMENT A circular containing, among other things, the notice of the extraordinary general meeting and further details of the Offers and the letter of advice from VC Capital Limited will be despatched to the CCT Telecom Shareholders as soon as practicable. The Offeror will despatch the Offer Document to the CCT Tech Shareholders, the holder of the CCT Tech 2005 CN and the CCT Tech Optionholders setting out the terms and other details of the Offers, together with the acceptance and transfer forms as soon as practicable, in accordance with the Takeovers Code. The circular and the Offer Document will be despatched on the same date. DESPATCH OF RESPONSE DOCUMENT Within 14 days from the posting of the Offer Document, CCT Tech is required to despatch a response document to the CCT Tech Shareholders, the holder of the CCT Tech 2005 CN and the CCT Tech Optionholders in respect of the Offers. An independent board committee will be formed to advise the CCT Tech Independent Shareholders and the CCT Tech Optionholders in respect of the Offers. Altus Capital Limited has been appointed to advise the independent board committee of CCT Tech, the CCT Tech Independent Shareholders and the CCT Tech Optionholders. GENERAL The Offers are made on an arm's length basis and the directors of CCT Telecom believe that the terms of the Offers are in the interests of the CCT Telecom Shareholders and the CCT Tech Shareholders as a whole. An application will be made to the Stock Exchange for the granting of the listing of and permission to deal in the new CCT Telecom Shares to be issued under the Convertible Bonds in respect of the Offers. DBS Asia has been appointed as the financial adviser to the Offeror in respect of the Offers. SUSPENSION AND RESUMPTION OF TRADING At the request of CCT Telecom, trading in the CCT Telecom Shares was suspended at 9:30 a.m. on 18 January 2005 pending the release of this announcement. An application has been made by CCT Telecom to the Stock Exchange for the resumption of trading in the CCT Telecom Shares from 9:30 a.m. on 1 February 2005. At the request of CCT Tech, trading in the CCT Tech Shares was suspended at 9:30 a.m. on 18 January 2005 pending the release of this announcement. An application has been made by CCT Tech to the Stock Exchange for the resumption of trading in the CCT Tech Shares from 9:30 a.m. on 1 February 2005. DEFINITIONS In this announcement, the following expressions have the following meanings, unless the context otherwise requires: ``acting in concert'' has the meaning ascribed to it in the Takeovers Code ``Business Day'' a day (excluding Saturday) on which banks are generally open in Hong Kong for general banking transactions for more than four hours ``Cash Offer with Securities Exchange Alternative'' the voluntary conditional cash offer (with securities exchange alternative) of HK$1,840 in cash or Convertible Bonds with a face value of HK$1,840, for every 80,000 CCT Tech Shares or every CCT Tech 2005 CN with a face value of HK$800 ``CCT Tech'' CCT Tech International Limited, an exempted company incorporated in Bermuda and the securities of which are listed on the main board of the Stock Exchange