10:09 CCT TELECOM<00138> & CCT TECH INT'L<00261> - J. Ann. (2) As at the date of the Joint Announcement, (i) the Offeror held 1,800,000,000 CCT Tech Shares, representing approximately 11.29% of the issued share capital of CCT Tech; (ii) the Offeror, together with CCT Telecom and parties acting in concert with it, held an aggregate of 5,500,000,000 CCT Tech Shares, representing approximately 34.51% of the issued share capital of CCT Tech; (iii) CCT Telecom held the CCT Tech 2008 CN in the principal amount of HK$615 million through its wholly-owned subsidiary, Noble Team Investments Limited, the full conversion of which would result in the issue of 43,928,571,428 CCT Tech Shares, representing approximately 275.61% of the issued capital of CCT Tech as at the date of this announcement and approximately 73.38% of the issued capital of CCT Tech as enlarged thereby; (iv) New Capital, a company wholly owned by Mr. Mak Shiu Tong, Clement (a party presumed to be acting in concert with the Offeror) and his family members, held the CCT Tech 2005 CN in the principal amount of HK$45 million, the full conversion of which would result in the issue of 4,500,000,000 CCT Tech Shares, representing approximately 28.23% of the issued capital of CCT Tech as at the date of this announcement and approximately 22.02% of the issued capital of CCT Tech as enlarged thereby; (v) save as disclosed in points (i), (ii), (iii) and (iv) above, the Offeror, CCT Telecom and parties acting in concert with it did not own, control or direct any CCT Tech Shares, any CCT Tech Options or any other convertible securities, warrants, options or derivatives in respect of the CCT Tech Shares; and (vi) there was no arrangement (whether by way of option, indemnity or otherwise) in relation to the shares of the Offeror, the CCT Telecom Shares and the CCT Tech Shares which might be material to the Offers. Save for the acceptance of the Offers in respect of the CCT Tech 2005 CN by New Capital, the Offeror, CCT Telecom and parties acting in concert with them have not dealt in any CCT Tech Shares, any CCT Tech Options, any CCT Tech 2005 CN, any CCT Tech 2008 CN, or any other convertible securities, warrants, options or derivatives in respect of the CCT Tech Shares, and the number of CCT Tech Shares, the amount of the CCT Tech 2005 CN and the amount of the CCT Tech 2008 CN held by the Offeror, CCT Telecom and parties acting in concert with it remained unchanged, throughout the period between the date of the Joint Announcement up to the date of this announcement. After taking into account the valid acceptances received as at 4:00 p.m. on 21 April 2005 under the Offers, the Offeror, CCT Telecom and parties acting in concert with it together own 13,117,603,244 CCT Tech Shares (representing approximately 82.30% of the entire issued share capital of CCT Tech as at the date of this announcement), the CCT Tech 2005 CN and the CCT Tech 2008 CN as at the date of this announcement. Condition (d) of the Offers was therefore fulfilled on 21 April 2005. THE OFFERS BECOMING UNCONDITIONAL IN ALL RESPECTS Conditions (a), (b), (c), and (e) of the Offers were also fulfilled on or before 21 April 2005. Accordingly, the Offers have become unconditional in all respects on 21 April 2005. INTENTION OF CCT TELECOM AND THE OFFEROR TO PRIVATISE CCT TECH As disclosed in the Composite Offer Document, CCT Telecom and the Offeror 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 section 102(1) of the Companies Act, if the Offers are accepted by the CCT Tech Shareholders of at least nine-tenths in value of the CCT Tech Shares, the Offeror may compulsorily acquire the remaining CCT Tech Shares. Pursuant to section 103 of the Companies Act, the Offeror may, after the close of the Offers, compulsorily acquire all the CCT Tech Shares not tendered to the Offers if the Offeror has received acceptances in respect of such number of the CCT Tech Shares which, when taken together with the CCT Tech Shares owned, controlled or agreed to be acquired by the Offeror or parties acting in concert, result in the Offeror and parties acting in concert with it holding 95% of the CCT Tech Shares. 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 of the Composite Offer Document total 90% of the disinterested shares.