10:05 TCC INT'L HOLD<01136> - Announcement (1) The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. TCC INTERNATIONAL HOLDINGS LIMITED (Incorporated in the Cayman Islands with limited liability) (Stock Code: 1136) DISCLOSEABLE TRANSACTION AND CONNECTED TRANSACTION DISPOSAL OF SHARES AND GLOBAL DEPOSITARY RECEIPTS REPRESENTING SHARES IN FAR EASTONE TELECOMMUNICATIONS CO., LTD. The board of directors of the Company announces that on 3 May, 2005, HKC Investment (an indirect wholly-owned subsidiary of the Company):- (a) sold the CSFB Sale Shares to CSFB by way of direct open market block trade over the counter on the GreTai Securities Market in Taiwan; (b) sold the Market Sale Shares by way of direct open market block trade over the counter on the GreTai Securities Market in Taiwan; and (c) entered into the GDR Placement Agreement under which it agreed to sell the Sale GDRs under a placing arranged by CSFB. The Disposals together, on an aggregate basis, constituted a discloseable transaction for the Company under the Listing Rules. A circular containing particulars of the Disposals will be despatched to the Shareholders as soon as practicable. The Disposal of the CSFB Sale Shares itself was effected pursuant to the Share Sale Agreement and constituted a connected transaction for the Company under the Listing Rules. As the applicable percentage ratios of the Disposal of the CSFB Sale Shares are less than 2.5%, such disposal is subject to the reporting and announcement requirements and is exempt from the independent shareholders' approval requirements under Chapter 14A of the Listing Rules. A. CSFB SHARE DISPOSAL On 3 May, 2005, HKC Investment (as seller) sold the CSFB Sale Shares (representing approximately 0.024% of the issued share capital of Far EasTone Telecom) to CSFB by way of direct open market block trade over the counter on the GreTai Securities Market in Taiwan (where open market block trades for large amounts of securities are carried out in a short session shortly following the close of the normal open market trade session) pursuant to the terms of the Share Sale Agreement entered into by five sellers, including HKC Investment with CSFB (as purchaser). The four other sellers are Taiwan Cement, which is the Company's indirect holding company, and three companies in which Taiwan Cement has (i) aggregate direct and indirect shareholding interests of approximately 11.6% in China Synthetic Rubber Corporation (`China Synthetic') (ii) an indirect shareholding interest in CS Development Investment Corporation which is wholly-owned by China Synthetic and (iii) aggregate direct and indirect shareholding interests of approximately 99.99% in Hoping Industrial Port Corporation. To the best of the Directors' knowledge, information and belief having made all reasonable enquires, CSFB and its ultimate beneficial owner(s) are third parties who are not connected with any of the directors, chief executive and substantial shareholders of the Company or any of its subsidiaries or any of their respective associates. The sale price under the Disposal of the CSFB Sale Shares was NT$37.55 (approximately HK$9.27) for each CSFB Sale Share, giving an aggregate consideration of NT$35,202,000 (approximately HK$8,692,000), before expenses. The sale price for each CSFB Sale Share of NT$37.55 (approximately HK$9.27) represents a discount of approximately 2% to the Closing Price of NT$38.30 (approximately HK$9.46) on 3 May, 2005. The sale price was determined following commercial negotiations between the parties to the Share Sale Agreement after taking into account the Closing Price on that date, the block trade nature of the Disposal of the CSFB Sale Shares in light of the average trading volume of 8,260,000 Far EasTone Telecom Shares per trading day during April, 2005 on the normal open market over the counter trade session on the GreTai Securities Market in Taiwan. B. MARKET SHARE DISPOSAL On 3 May, 2005, HKC Investment (as seller) sold the Market Sale Shares (representing approximately 0.13% of the issued share capital of Far EasTone Telecom) to placees by way of direct open market block trade over the counter on the GreTai Securities Market in Taiwan. To the best of the Directors' knowledge, information and belief having