10:43 CCT TELECOM<00138> & CCT TECH INT'L<00261> - J. Ann. (3) As the legal titles of 7,617,603,244 CCT Tech Shares under the valid acceptances of the Offers have been transferred to the Offeror and the public float of CCT Tech has therefore fallen below 25% on 25 April 2005, the Offeror, CCT Telecom and CCT Tech have applied a waiver from strict compliance with Rule 8.08 of the Listing Rules for one month period from 25 April 2005. The Stock Exchange has granted a waiver to CCT Tech from strict compliance with Rule 8.08 of the Listing Rules on the 25% minimum public float requirement during the period from 25 April 2005 to 24 May 2005. CCT Telecom and the Offeror will use their respective reasonable endeavours to maintain the listing of the CCT Tech Shares on the main board of the Stock Exchange and will undertake to the Stock Exchange to use their respective reasonable endeavours to ensure that not less than 25% of the CCT Tech Shares will be held by the public by various means, including but not limited to placement of the existing CCT Tech Shares or issue of new CCT Tech Shares as soon as possible in compliance with the Listing Rules. Further announcement will be made as and when necessary. Reference is made to the announcement dated 31 January 2005 (the ``Joint Announcement''), the composite offer and response document dated 31 March 2005 (the ``Composite Offer Document''), the announcement dated 21 April 2005 (the ``Unconditional Announcement'') and the announcement dated 22 April 2005 jointly issued by CCT Telecom and CCT Tech. Terms defined in the Composite Offer Document shall have the same meanings when used herein, unless otherwise stated. CLOSING OF THE OFFERS The board of directors of CCT Telecom announces that the Offers were closed at 4:00 p.m. on 6 May 2005. ACCEPTANCE LEVEL OF THE OFFERS As stated in the Unconditional Announcement, the Offers had become unconditional in all respects on 21 April 2005. Up to 4:00 p.m. on 6 May 2005, valid acceptances have been received under the Offers in respect of: . 7,907,179,696 CCT Tech Shares (representing approximately 49.61% of the issued share capital of CCT Tech as at the date of this announcement). Among the abovementioned 7,907,179,696 CCT Tech Shares of which valid acceptances have been received, 5,658,539,696 CCT Tech Shares were accepted and opted for cash and 2,248,640,000 CCT Tech Shares were accepted and opted for the Convertible Bonds; . New Capital's entire holding of the CCT Tech 2005 CN in the amount of HK$45,000,000 (representing all the outstanding issued CCT Tech 2005 CN). New Capital has accepted the Offers pursuant to an irrevocable undertaking provided by New Capital to the Offeror and opted for the Convertible Bonds. The full conversion of the CCT Tech 2005 CN would result in the issue of 4,500,000,000 CCT Tech Shares, representing approximately 28.23% of the issued share capital of CCT Tech as at the date of this announcement and approximately 22.02% of the issued share capital of CCT Tech as enlarged thereby; and . 1,082,781,000 CCT Tech Options (representing all the outstanding issued CCT Tech Options as at the date of the Unconditional Announcement). TRANSFER OF THE CCT TECH SHARES AND THE CCT TECH 2005 CN AND CANCELLATION OF THE CCT TECH OPTIONS In respect of the CCT Tech Shares Among the valid acceptances of 7,907,179,696 CCT Tech Shares up to 4:00 p.m. on 6 May 2005 as disclosed under the section headed ``Acceptance level of the Offers'' above: . valid acceptances in respect of 7,617,603,244 CCT Tech Shares (as disclosed in the Unconditional Announcement) were received as at the First Closing Date and legal titles of which were duly transferred to the Offeror on 25 April 2005; . valid acceptances in respect of 5,883,000 CCT Tech Shares were received between 22 April 2005 and 28 April 2005, and legal titles of which were duly transferred to the Offeror on 4 May 2005; . valid acceptances in respect of 18,224,000 CCT Tech Shares were received between 29 April 2005 and 3 May 2005, and legal titles of which were duly transferred to the Offeror on 6 May 2005; and . valid acceptances in respect of 265,469,452 CCT Tech Shares were received between 4 May 2005 and 6 May 2005, and legal titles of which will be transferred to the Offeror on 12 May 2005.