CSC Holdings Limited — Capital/Financing Update 2015

Jul 13, 2015

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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(Incorporated in the Cayman Islands and continued in Bermuda with limited liability) (Stock Code: 00138)

DISCLOSEABLE TRANSACTION

FURTHER DISPOSALS OF CCT LAND SHARES

FURTHER DISPOSALS OF CCT LAND SHARES

Reference is made to the Company’s announcement dated 9 July 2015 in relation to the Prior Disposal.

The Board announces that, during the period from 10 July 2015 to 13 July 2015, the Vendor disposed of an aggregate of 2,660,000,000 CCT Land Shares, representing approximately 3.78% of the total number of issued shares of CCT Land as at the date of this announcement, through on-market transactions on the trading platform of the Stock Exchange, at an average price of approximately HK$0.028 per CCT Land Share. The gross sale proceeds (before transaction costs) and the net sale proceeds (after transaction costs) of the Further Disposals are approximately HK$74.5 million and HK$74.2 million, respectively. The Group intends to apply the net proceeds from the Further Disposals as general working capital and for business expansion, business development and investments of the Group.

－ － 1

Immediately prior to completion of the Prior Disposal, the Company held indirectly through the Share Holding Companies a total of 16,800,000,000 CCT Land Shares (representing approximately 23.90% of the total number of issued shares of CCT Land). The Group has classified and accounted for the aforesaid shareholding interest in CCT Land as “interest in an associate”, using equity method of accounting. On 9 July 2015, the Group disposed of an aggregate of 3,350,000,000 CCT Land Shares pursuant to the Prior Disposal (representing approximately 4.77% of the total number of issued shares of CCT Land as at the date of this announcement). As the date of this announcement and after completion of the Prior Disposal but prior to completion of the Further Disposals, the Group held a total of 13,450,000,000 CCT Land Shares, representing approximately 19.13% of the total number of issued shares of CCT Land. Immediately after completion of the Further Disposals, the Group will hold an aggregate of 10,790,000,000 CCT Land Shares, representing approximately 15.35% of the total number of issued shares of CCT Land, as at the date of this announcement.

LISTING RULES IMPLICATIONS

As one of the applicable percentage ratios, calculated by reference to Rule 14.07 of the Listing Rules, in respect of the Further Disposals exceed 5% but is less than 25%, the Further Disposals constitute a discloseable transaction for the Company, subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

FURTHER DISPOSALS OF CCT LAND SHARES

Reference is made to the Company’s announcement dated 9 July 2015 in relation to the Prior Disposal.

The Board announces that, during the period from 10 July 2015 to 13 July 2015, the Vendor disposed of an aggregate of 2,660,000,000 CCT Land Shares, representing approximately 3.78% of the total number of issued shares of CCT Land as at the date of this announcement, through on-market transactions on the trading platform of the Stock Exchange, at an average price of approximately HK$0.028 per CCT Land Share. The gross sale proceeds (before transaction costs) and the net sale proceeds (after transaction costs) of the Further Disposals are approximately HK$74.5 million and HK$74.2 million, respectively. The Group intends to apply the net proceeds from the Further Disposals as general working capital and for business expansion, business development and investments of the Group.

－ － 2

The Vendor is an indirect wholly-owned subsidiary of the Company and is a substantial shareholder of CCT Land. As at the date of this announcement and immediately before completion of the Further Disposals, the Vendor is beneficially interested in 9,750,000,000 CCT Land Shares, representing approximately 13.87% of the total number of issued shares of CCT Land. Immediately after completion of the Further Disposals, the Vendor will be beneficially interested in 7,090,000,000 CCT Land Shares, representing approximately 10.09% of the total number of issued shares of CCT Land as at the date of this announcement.

As the Further Disposals were made through on-market transactions on the trading platform of the Stock Exchange, the Company is not aware of the identity(ies) of the purchaser(s) of the Further Sale Shares. To the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries, the purchasers of the Further Sale Shares are third parties independent of the Company and its connected persons.

Further Sale Shares

As at the date of this announcement, the authorized share capital of CCT Land is HK$1,200,000,000 divided into 120,000,000,000 CCT Land Shares of par value of HK$0.01 each, of which 70,278,993,990 CCT Land Shares are in issue.

The Further Sale Shares comprise 2,660,000,000 CCT Land Shares owned by the Vendor, representing approximately 3.78% of the total number of issued shares of CCT Land as at the date of this announcement.

On 9 July 2015, prior to completion of the Prior Disposal, the Company held indirectly through the Share Holding Companies a total of 16,800,000,000 CCT Land Shares (representing approximately 23.90% of the total number of issued shares of CCT Land). The Group has classified and accounted the aforesaid shareholding interest in CCT Land as “interest in an associate”, using equity method of accounting. On 9 July 2015, the Group disposed of an aggregate of 3,350,000,000 CCT Land Shares pursuant to the Prior Disposal (representing approximately 4.77% of the total number of issued shares of CCT Land as at the date of this announcement). As the date of this announcement and after completion of the Prior Disposal but prior to completion of the Further Disposals, the Group held a total of 13,450,000,000 CCT Land Shares, representing approximately 19.13% of the total number of issued shares of the CCT Land. Immediately after completion of the Further Disposals, the Group will hold an aggregate 10,790,000,000 CCT Land Shares, representing approximately 15.35% of the total number of issued shares of CCT Land, as at the date of this announcement.

－ － 3

Consideration, use of proceeds and completion of the Further Disposals

The gross sale proceeds (before transaction costs) and net sale proceeds (after transaction costs) of the Further Disposals are approximately HK$74.5 million and HK$74.2 million, respectively and the average gross selling price (before transaction costs) and average net selling price (after transaction costs) are approximately HK$0.0280 per CCT Land Share and HK$0.0279 per CCT Land Share, respectively. The consideration for the Further Disposals represented the market price of the CCT Land Shares at the time of the Further Disposals. The Further Disposals are expected to be completed during the period from 14 July 2015 to 15 July 2015 and the net sale proceeds from the Further Disposals will be received by the Vendor during that period. In line with the Prior Disposal, the Group intends to apply the net gross proceeds from the Further Disposals of approximately HK$74.2 million as general working capital and for business expansion, business development and investments of the Group.

The aggregate of the gross sale proceeds (before transaction costs) and net sale proceeds (after transaction costs) from the Further Disposals and the Prior Disposal, are approximately HK$157.0 million and HK$156.4 million, respectively. The average gross selling price (before transaction costs) and average net selling price (after transaction costs) for the Further Disposals, when aggregated with the Prior Disposal, is approximately HK$0.0261 per CCT Land Share and HK$0.026 per CCT Land Share, respectively.

EFFECTS OF THE FURTHER DISPOSALS ON THE SHAREHOLDING STRUCTURE OF CCT LAND

Assuming no new CCT Land Shares are allotted and issued and no repurchase of any CCT Land Shares have been made after the date of this announcement and up to the date of completion of Further Disposals, the shareholding structure of CCT Land (i) as at 9 July 2015, being the date prior to completion of the Prior Disposal; (ii) as at the date of this announcement and prior to completion of the Further Disposals; and (iii) immediately after completion of all the Further Disposals are as follows:

－ － 4

Shareholders The Vendor CAML Expert Success sub-total for the Group Director: Tam Ngai Hung, Terry Public Shareholders Total	As at 9 July 2015 No. of CCT Land Shares 13,100,000,000 1,350,000,000 2,350,000,000 16,800,000,000 20,000,000 53,458,993,990 70,278,993,990	%	As at date of this announcement and prior to completion of the Further Disposals No. of CCT Land Shares 9,750,000,000 1,350,000,000 2,350,000,000 13,450,000,000 20,000,000 56,808,993,990 70,278,993,990	% 13.87% 1.92% 3.34% 19.13% 0.03% 80.84% 100.00%	Immediately after completion of all the Further Disposals No. of CCT Land Shares % 7,090,000,000 10.09% 1,350,000,000 1.92% 2,350,000,000 3.34% 10,790,000,000 15.35% 10,000,000 0.01% 59,478,993,990 84.64% 70,278,993,990 100.00%	Immediately after completion of all the Further Disposals No. of CCT Land Shares % 7,090,000,000 10.09% 1,350,000,000 1.92% 2,350,000,000 3.34% 10,790,000,000 15.35% 10,000,000 0.01% 59,478,993,990 84.64% 70,278,993,990 100.00%
		18.64% 1.92% 3.34%	9,750,000,000 1,350,000,000 2,350,000,000			10.09% 1.92% 3.34%
		23.90% 0.03% 76.07%				15.35% 0.01% 84.64%
		100.00%				100.00%

INFORMATION ON CCT LAND AND THE CCT LAND GROUP

CCT Land is the holding company of the CCT Land Group. The CCT Land Group is principally engaged in: (i) design and development, manufacturing and sale of telecom, child and electronic, and child products; and (ii) development and sale of residential and commercial properties in the PRC; and (iii) trading and sale of child products.

Based on the annual reports of CCT Land for the year ended 31 December 2013 and 2014:

• (i) the audited consolidated net loss before taxation of the CCT Land Group for the two years ended 31 December 2013 and 2014 was approximately HK$30 million and HK$43 million respectively; and

• (ii) the audited consolidated net loss after taxation of the CCT Land Group for the two years ended 31 December 2013 and 2014 was approximately HK$31 million and HK$53 million respectively.

－ － 5

REASONS FOR THE FURTHER DISPOSALS

The Further Disposals will enable the Group to realise part of its investment in CCT Land at a significant premium to its carrying value in the books of the Group and the proceeds from the Further Disposals will provide additional funds for the general working capital and business expansion, business development and investments of the Group.

Accordingly, the Directors (including the independent non-executive Directors) consider that the Further Disposals, which was made on market price, is on normal commercial terms which are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

FINANCIAL EFFECTS OF THE FURTHER DISPOSALS

As disclosed in the Group’s audited consolidated statement of financial position as at 31 December 2014, the carrying value of the 16,800,000,000 CCT Land Shares held by the Group was approximately HK$286 million.

It is expected the Further Disposals will give rise to a realised gain. The unaudited realised gain is estimated to be approximately HK$28.9 million and is calculated on the basis of the difference of: (i) the amount of the net proceeds from the Further Disposals of approximately HK$74.2 million; and (ii) the carrying value of the Group’s interest in CCT Land, attributable to the Further Sale Shares on the date of completion of the Further Disposals.

It is estimated that an aggregated unaudited realised gain of approximately HK$53.9 million will be derived from the Prior Disposal and the Further Disposals and this gain is calculated on the basis of the difference of: (i) the aggregate of the net proceeds from the Further Disposals and Prior Disposal of approximately HK$156.4 million; and (ii) the aggregate of the carrying value of the Group’s interest in CCT Land attributable to the CCT Land Shares sold under the Further Disposals and the Prior Disposal on the date of completion of each of the disposals pursuant to the Prior Disposal and the Further Disposals.

INFORMATION ON THE VENDOR AND THE COMPANY

The Vendor is an indirect wholly-owned subsidiary of the Company and its principal activity is investment holding.

－ － 6

The Company is the holding company of the Group, which is principally engaged in the following activities as at the date of this announcement:

• (a) property development and property trading in Hong Kong;

• (b) property investment and holding; (c) manufacture and sale of plastic components;

• (d) the securities business; (e) investment in classic cars and classic car service center; and

• (f) trading in classic cars.

LISTING RULES IMPLICATIONS

As one of the applicable percentage ratios, calculated by reference to Rule 14.07 of the Listing Rules, in respect of the Further Disposals exceed 5% but are less than 25%, the Further Disposals constitutes a discloseable transaction for the Company subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

The Group may dispose further shares in CCT Land and the Company will make further announcement(s) in compliance with the Listing Rules, as and when appropriate.

DEFINITIONS

In this announcement, unless the context otherwise requires, the following terms shall have the following meanings:

• “Board” the board of Directors;

• “CAML” CCT Assets Management Limited, a company incorporated in the British Virgin Islands and an indirect wholly-owned subsidiary of the Company;

• “CCT Land” CCT Land Holdings Limited, a company incorporated in Bermuda with limited liability, the shares of which are listed on the main board of the Stock Exchange;

• “CCT Land Group” CCT Land and its subsidiaries;

• “CCT Land Shares” ordinary shares of HK$0.01 each in the share capital of CCT Land;

－ － 7

“Company”	CCT Fortis Holdings Limited, a company incorporated in the
	Cayman Islands and continued in Bermuda with limited liability,
	the shares of which are listed on the main board of the Stock
	Exchange;
“connected person(s)”	has the meaning ascribed to it under the Listing Rules;
“Directors”	the directors of the Company;
“Expert Success”	Expert Success International Limited, a company incorporated in
	the British Virgin Islands and an indirect wholly-owned subsidiary
	of the Company;
“Further Disposals”	the further disposals of an aggregate of 2,660,000,000 CCT Land
	Shares by the Vendor during the period from 10 July 2015 to 13
	July 2015, through on-market transactions on the trading platform
	of the Stock Exchange;
“Further Sale Shares”	2,660,000,000 CCT Land Shares held by the Vendor, which were
	disposed by the Vendor on the Stock Exchange, during the period
	from 10 July 2015 to 13 July 2015;
“Group”	the Company and its subsidiaries;
“Hong Kong”	Hong Kong Special Administrative Region of the People’s
	Republic of China;
“HK$”	Hong Kong dollar, the lawful currency of Hong Kong;
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange;
“percentage ratios”	has the meaning ascribed to it under the Listing Rules;
“Prior Disposal”	the disposal of an aggregate of 3,350,000,000 CCT Land Shares
	on 9 July 2015 by the Vendor through on-market transactions
	conducted on the Stock Exchange;

－ － 8

“Share Holding the Vendor, Expert Success and CAML; Companies” “Shares” ordinary shares of HK$0.10 each in the share capital of the Company; “Shareholders” holders of the Shares; “Stock Exchange” The Stock Exchange of Hong Kong Limited; “substantial has the same meaning ascribed to it under the Listing Rules; shareholder(s)” “Vendor” Jade Assets Company Limited, a company incorporated in the British Virgin Islands with limited liability, which is an indirect wholly-owned subsidiary of the Company; and “%” per cent.

By Order of the Board of CCT FORTIS HOLDINGS LIMITED Mak Shiu Tong, Clement Chairman

Hong Kong, 13 July 2015

As at the date of this announcement, the executive Directors 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 are Mr. Tam King Ching, Kenny, Mr. Chow Siu Ngor and Mr. Chen Li.

－ － 9