10:19 CCT TELECOM<00138> & CCT TECH INT'L<00261> - Joint Ann. (4) (b) The adjustment reflects the issuance of Convertible Bonds by CCT Telecom to the holder of the CCT Tech 2005 CN for acquisition of the entire CCT Tech 2005 CN, excluding any expense in connection with the issue of the Convertible Bonds. (c) As at 30 June 2004, CCT Tech was a subsidiary of CCT Telecom which held 34.66% shareholding interest in CCT Tech. As such, the assets and liabilities of the CCT Tech Group had already been consolidated in the CCT Telecom Group's consolidated balance sheet. The adjustment reflects the elimination of the minority interests amounting to HK$138 million representing 65.34% of the consolidated net asset value of the CCT Tech Group as at 30 June 2004 as set out in the interim report of CCT Tech for the period then ended on the assumption that CCT Tech had become a wholly-owned subsidiary of CCT Telecom following the full acceptance and completion of the Offers as at 30 June 2004. (d) The goodwill represents the difference between the total consideration of the Offers (excluding any expense in connection with the Offers) amounting to approximately HK$354 million and the aggregate total of the minority interests of the CCT Tech Group amounting to approximately HK$138 million and the principal amount of CCT Tech 2005 CN before completion of the Offers. As at the date of this announcement, the executive directors of CCT Telecom are Mr. Mak Shiu Tong, Clement, Mr. Tam Ngai Hung, Terry, Ms. Cheng Yuk Ching, Flora and Dr. William Donald Putt and the independent non-executive directors of CCT Telecom are Mr. Samuel Olenick, Mr. Tam King Ching, Kenny and Mr. Lau Ho Man, Edward. As at the date of this announcement, 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 and the independent non-executive directors of CCT Tech are Mr. Chow Siu Ngor, Mr. Lau Ho Kit, Ivan and Mr. Chen Li. By Order of the Board of CCT TELECOM HOLDINGS LIMITED Mak Shiu Tong, Clement Chairman By Order of the Board of CCT TECH INTERNATIONAL LIMITED Tam Ngai Hung, Terry Director Hong Kong, 31 March 2005 The directors of CCT Telecom jointly and severally accept full responsibility for the accuracy of the information (other than that in respect of the CCT Tech Group) in this announcement and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement the omission of which would make any statement in this announcement misleading. The directors of CCT Tech jointly and severally accept full responsibility for the accuracy of the information (other than that in respect of the CCT Telecom Group and the Offeror) in this announcement and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement the omission of which would make any statement in this announcement misleading.