CSC Holdings Limited — M&A Activity 2000

Jul 24, 2000

The Stock Exchange of Hong Kong Limited takes no responsibility for the content of this announcement, makes no representation as to its accuracy and expressly disclaims any liability whatsoever for any losses howsoever arising from or in reliance upon the whole or any part of the content of this announcement.

(incorporated in the Cayman Islands with limited liability)	WILTEC HOLDINGS LIMITED (Incorporated in Bermuda with limited liability)

Joint Announcement

Proposed transactions between CCT Telecom Holdings Group and Wiltec Holdings:

(i) Proposed major and connected transaction for Wiltec Holdings.

(ii) Proposed grant of option by CCT Telecom Holdings to Wiltec Holdings to acquire all of CCT Telecom Holdings interest in Team Work.

(iii) Proposed change of name of Wiltec Holdings to CCT Multimedia Holdings Limited

(iv) Proposed increase in the authorised share capital of Wiltec Holdings.

(v) Proposed discloseable and connected transaction for CCT Telecom Holdings.

(vi) Proposed distribution of dividend in specie by CCT Telecom Holdings of shares in Wiltec Holdings.

(vii) Proposed placement of new Wiltec Shares to Mr. Andy Lau.

Financial Adviser to CCT Telecom Holdings

CLSA Equity Capital Markets Limited

SUMMARY On 21 July 2000: 1) CCT Telecom Holdings and Wiltec Holdings entered into the conditional E-Club Acquisition Agreement pursuant to which Wiltec Holdings will acquire the entire equity interest of E-Club from CCT Telecom Holdings. The aggregate consideration for the E-Club acquisition is HK$1,200,000,000 and Wiltec Holdings will issue 1,200,000,000 new Wiltec Shares to CCT Telecom Holdings in lieu of cash. 2) CCT Telecom Holdings and Wiltec Holdings entered into the Team Work Option Agreement pursuant to which Wiltec Holdings has been granted an option to acquire from CCT Telecom Holdings all of its existing 40% equity interest in Team Work. The Option is exercisable at any time for a period of 12 months following the listing of Team Work and the expiry of any moratorium period. 3) Following Completion of the E-Club Acquisition, CCT Telecom Holdings will distribute approximately 400 million Wiltec Shares to Qualified Shareholders. 4) Following Completion, Wiltec Holdings will issue 40 million new Wiltec Shares, representing approximately 2.75% of the enlarged share capital of Wiltec Holdings, to Mr. Andy Lau. Completion of the above agreements is conditional upon a number of conditions as set out below. Following Completion and subject to shareholders approval and regulatory consents (if any), the name of Wiltec Holdings will be changed to CCT Multimedia Holdings Limited. Trading in the securities of Wiltec Holdings was suspended at the request of Wiltec Holdings on 21 July 2000. Application has been made to the Stock Exchange for the resumption of trading in Wiltec Shares with effect from 10.00 am on 24 July 2000.

THE E-CLUB ACQUISITION AGREEMENT

Date:

21 July 2000

Parties:

Purchaser: Wiltec Holdings

Vendor: CCT Multi-media Holdings Limited, a company incorporated in British Virgin Islands and directly wholly owned and controlled by CCT Telecom Holdings

Guarantor: CCT Telecom Holdings

Number of shares to be Acquired:

The beneficial interest in E-Club is held by CCT Telecom Holdings through two wholly owned subsidiaries, CCT Multi-media Holdings Limited and Natural Winner.

E-Club is a direct wholly owned subsidiary of Natural Winner which in turn is directly wholly owned by CCT Multi-media Holdings Limited. Pursuant to the E-Club Acquisition Agreement, CCT Multi-media Holdings Limited will dispose of its entire interest in Natural Winner. Wiltec Holdings will acquire the entire issued share capital of Natural Winner thereby acquiring the entire beneficial interest in E-Club. The E-Club Acquisition Agreement is subject to the conditions set out below.

Consideration and payment terms

The total consideration for the entire issued share capital of E-Club is HK$1,200,000,000. The price of HK$1,200,000,000 was determined after arms' length negotiations having regard to the independent business valuation dated 30 June 2000 undertaken by American Appraisals. Based on a price to revenue multiple, American Appraisals has valued E-Club at approximately HK$1,324,000,000. The price of HK $1,200,000,000 represents a 9.4% discount to the independent business valuation of E-Club. The net asset value for E-Club as at 31 March 2000 was approximately HK$92 million.

The HK$1,200,000,000 consideration will be satisfied in the form of 1,200,000,000 new Wiltec Shares to be issued by Wiltec Holdings to CCT Telecom Holdings at an issue price of HK$1.00 per Consideration Share representing a premium of 12.4% to the closing price of HK$0.89 per Wiltec Share as quoted on the Stock Exchange on 20 July 2000, being the last full day of trading before the date of signing of the E-Club Acquisition Agreement, and a premium of approximately 20.5% to the average closing price of HK$0.83 per Wiltec Share as quoted on the Stock Exchange for the last 10 trading days up to and including 20 July 2000.

Conditions of the E-Club Acquisition Agreement

The E-Club Acquisition Agreement constitutes a major and connected transaction for Wiltec Holdings and will require approval by independent shareholders of Wiltec Holdings at a shareholders meeting to be convened. The E-Club Acquisition Agreement also constitutes a discloseable and connected transaction for CCT Telecom Holdings and will require approval by independent shareholders of CCT Telecom Holdings at a shareholders meeting to be convened.

Completion of the E-Club Acquisition Agreement is conditional upon, inter alia, the following conditions being fulfilled: -

(i) The Listing Committee of the Stock Exchange granting listing of and permission to deal in the Consideration Shares;

(ii) The passing of all shareholders resolutions at a special general meeting of Wiltec Holdings by the shareholders of Wiltec Holdings to approve the E-Club Acquisition Agreement, the increase in authorised share capital and the mandate to issue the Consideration Shares;

(iii) The passing of all shareholders resolutions at an extraordinary general meeting of CCT Telecom Holdings by the shareholders of CCT Telecom Holdings to approve the E-Club Acquisition Agreement;

(iv) The warranties relating to corporate and financial information, trading position, employment and other matters of E-Club given by CCT Telecom Holdings under the E-Club Acquisition Agreement remaining true and accurate and not misleading at Completion;

(v) The completion of due diligence on E-Club within 30 days from execution of the E-Club Acquisition Agreement, the results of which are satisfactory to Wiltec Holdings; and

(vi) The Bermuda Monetary Authority granting its permission to the increase in authorised share capital and allotment and issue of the Consideration Shares.

Completion:

Completion will take place on the third business day after all conditions of the E-Club Acquisition Agreement have been fulfilled or waived. It is expected that the date of Completion will be on or around 15 September 2000. If the above conditions are not satisfied by 15 October 2000 or such later date as the parties may agree, the E-Club Acquisition Agreement will lapse.

Short Particulars About E-Club

E-Club is an indirect wholly owned subsidiary of CCT Telecom Holdings. E-Club was established in January 1997 and has principally been engaged in entertainment related event management activities. In early 2000, E-Club further diversified its activities. It is currently engaged in three principal business activities: (i) development of Internet content and operation of Internet portals operated through the ecEASY Group and through its 10% interest in Mingpao.com; (ii) "star training and talent development" operated through the Star Factory Group; and (iii) "image improvement and personal development" operated through the Image Factory Group. The audited net loss for E-Club for the financial years ended 31st December 1998 and 31st December 1999 were approximately HK$19,000 and HK$1,816,000 respectively.

ecEASY Group

The ecEASY Group is engaged in the development of original lifestyle infotainment content offered through a series of vertical portals including the www.andylau.com, www.ecmind.com, www.ecfun.com, www.ecinlove.com, www.ecintouch.com, www.ecparent.com. Its vision is to become a leading lifestyle and infotainment portal to the Chinese communities globally.

Star Factory Group

The Star Factory Group offers training courses in developing skills necessary to become a well rounded entertainment artist. Star Factory will offer comprehensive training programs through hosting seminars and classes and as well as hosting virtual classes over the Internet. Star Factory also aims to manage the careers of talented artists who emerge from such training courses.

Image Factory Group

The Image Factory Group is engaged in image consultancy and provides comprehensive image building and training services to individuals and corporate executives. The company has developed original "how to" improve image and "personal development" training courses which are offered both through participation in seminars and classes as well as online over the Internet. Its vision is to be the leading provider of such services in the Greater China. Image Factory also aims to manage the careers of talented graduates of its training courses who aspire to pursue a career in modeling or a related profession.

Mingpao.com

Mingpao.com is the flagship Internet portal of one of the most well known Chinese publishing groups, Ming Pao Group. Ming Pao Group publishes various editions of chinese newspapers, magazines and other publications which are distributed in Hong Kong and overseas namely in North America and Europe. The portal leverages on Ming Pao Group's abundant stream of local Chinese content from its publications and features multimedia content such as news, travel, health, technology, education and other entertainment information through six vertical portals.

THE TEAM WORK OPTION AGREEMENT

Date:

21 July 2000

Parties:

Recipient: Wiltec Holdings

Grantor of the Option: Noble Trend International Inc, a company incorporated in the British Virgin Islands and indirectly wholly owned by CCT Telecom Holdings

Guarantor: CCT Telecom Holdings

The exercise of the Option under the Team Work Option Agreement is subject to the conditions set out below.

Short Particulars About Team Work:

Team Work is a multimedia production company owned as to 60% by Mr. Andy Lau and 40% by CCT Telecom Holdings. Team Work holds all the intellectual property rights associated with the "Andy Lau" name. Its principal activities are the production of cinema films, television films, and other audio and visual works, the management and agency services for entertainment artists and the management of the "Andy World" fan club. Team Work aims to further expand its business into the licencing and distribution of media content, merchandising and other areas of the entertainment business.

Terms to the Team Work Option Agreement

Pursuant to the Team Work Option Agreement, CCT Telecom Holdings has granted to Wiltec Holdings an option to acquire all of its existing 40% interest in Team Work. The Option is exercisable at any time for a period of 12 months following the listing of Team Work and the expiry of any moratorium period as required by the listing rules of the relevant exchange. Currently, Team Work's plans for listing are still at a preliminary stage and there is no set timetable for its proposed listing. The consideration to be paid for such acquisition (i.e exercise price for the Option) will be an amount equivalent to a 15% discount to the average closing price of Team Work shares for the 30 day period prior to the exercise of the Option. The consideration paid by Wiltec Holdings for the Option is HK$100.

Conditions of the exercise of the Option

The exercise of the Option is conditional upon the following:

(i) The successful completion of the initial public offering of shares in Team Work;

(ii) The passing of all shareholders resolution at a special general meeting of Wiltec Holdings to approve the exercise of the Option;

(iii) The passing of all shareholders resolution at an extraordinary general meeting of CCT Telecom Holdings to approve the exercise of the Option;

(iv) The obtaining of all necessary governmental regulatory and other consents or approvals (if any) regarding the exercise of the Option;

(v) The exercise of the Option not triggering a mandatory general offer by Wiltec Holdings for all the shares in Team Work under the Hong Kong Code on Takeovers and Mergers; and

(vi) Completion of the E-Club Acquisition Agreement.

If and when the Option is exercised, Wiltec Holdings and CCT Telecom Holdings will make all disclosures required by the Listing Rules.

PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL OF WILTEC HOLDINGS

Wiltec Holdings will increase its authorised share capital from HK$80,000,000 to HK$300,000,000 by the creation of an additional 2,200,000,000 Wiltec Shares at HK$0.10 each to allow for the issue of the new Wiltec Shares. The Consideration Shares will be issued subject to Wiltec Holdings obtaining from its shareholders approval for an increase in authorised share capital and a general mandate to issue new shares.

PROPOSED PLACING OF NEW WILTEC SHARES TO MR. ANDY LAU

Following Completion, Wiltec Holdings will issue 40 million new Wiltec Shares of HK$0.10 each to Mr. Lau. The consideration to be paid by Mr. Lau for the new Wiltec Shares will be HK$4,000,000 being HK$0.10 for each Wiltec Share. The price of HK$0.10 per Wiltec Share represents a discount of approximately 88.8% to the closing price of HK$0.89 per Wiltec Share as quoted on the Stock Exchange on 20 July 2000, being the last full day of trading before the date of signing of the E-Club Acquisition Agreement, a discount of approximately 87.9% to the average closing price of HK$0.83 per Wiltec Share as quoted on the Stock Exchange for the last 10 trading days up to and including 20 July 2000 and a discount of approximately 88.2% to the average closing price of HK$0.85 per Wiltec Share as quoted on the Stock Exchange for the last 30 trading days up to and including 20 July 2000.

Mr. Lau will not be appointed to the board of Wiltec Holdings. However, the directors of Wiltec Holdings believe that Wiltec Holdings will benefit significantly from having Mr. Lau as a strategic shareholder and investor. The directors of Wiltec Holdings believe that Mr. Lau will add considerable value to E-Club given Mr. Lau's reputation and experience in the entertainment industry and multimedia business. The new Wiltec Shares are issued pursuant to the general mandate to issue new shares granted to the directors of Wiltec Holdings at the annual general meeting held on 14 July 1999. Pursuant to the passing of such resolution at the annual general meeting of Wiltec Holdings held on 14 July 1999, the shareholders of Wiltec Holdings generally and unconditionally approved the exercise by the directors during the "Relevant Period" (as defined therein) of all powers of the company to issue, allot and deal in additional shares of the company provided that the total nominal amount of additional shares issued, allotted or dealt in shall not in total exceed 20% of the total nominal amount of the share capital of the company in issue on the date of the said resolution.

The issue of 40 million new Wiltec Shares to Mr. Lau represents 18.6% of the existing issued share capital of Wiltec Holdings. Following Completion, the distribution of dividends in specie and the issue of 40 million new Wiltec Shares, Mr. Lau will hold approximately 2.75% of the enlarged issued share capital of Wiltec Holdings.

PROPOSED DISTRIBUTION OF WILTEC SHARES PURSUANT TO THE COMPLETION OF THE E-CLUB ACQUISITION

Following Completion, CCT Telecom Holdings will hold approximately 1,338.39 million Wiltec Shares giving it approximately 94.62% shareholding in Wiltec Holdings. In order to maintain the listing of Wiltec

Shares on the Stock Exchange and to ensure that Wiltec Holdings maintains a sufficient public float, CCT Telecom Holdings intends to distribute a special dividend in specie of approximately 400 million Consideration Shares to Qualified Shareholders. This is equivalent to HK$0.23 per CCT Telecom Holdings Share calculated based on the closing price of HK$0.89 per Wiltec Share as quoted on the Stock Exchange on 20 July 2000 or approximately 1 Wiltec Share for every 3.83 CCT Telecom Holdings Shares held by Qualified Shareholders. Following such distribution of dividend in specie and the placing of 40 million Wiltec Shares to Mr. Lau, CCT Telecom Holdings will hold 938.32 million Wiltec Shares, representing approximately 64.51% shareholding in Wiltec Holdings. The number of Wiltec Shares held by the public will be 416.25 million representing 28.62% of the issued capital of Wiltec Holdings.

Upon Completion and the issue of the Consideration Shares to CCT Telecom Holdings, the number of Wiltec Shares held by the public will fall below 25%. Accordingly, the Stock Exchange may suspend the trading of the shares of Wiltec Holdings upon Completion. It is the intention of the directors and future directors of Wiltec Holdings to maintain the listing of shares of Wiltec Holdings on the Stock Exchange after Completion. The directors and future directors of Wiltec Holdings have jointly and severally undertaken to the Stock Exchange to take appropriate steps to ensure that sufficient public float exists for Wiltec Shares within one month from Completion.

The Stock Exchange has stated that it will closely monitor trading in the shares of Wiltec Holdings, if less than 25% of Wiltec Holdings Shares are held by the public following Completion. The directors and future directors of Wiltec Holdings are aware of the public float of Wiltec Holdings falling below 25% immediately after Completion and will seek to address this issue accordingly. The Stock Exchange will also closely monitor all future acquisitions or disposals of assets by Wiltec Holdings. The Stock Exchange has discretion to require Wiltec Holdings to issue a circular to its shareholders irrespective of the size of the proposed transaction, particularly when such proposed transaction represents a departure from the principal activities of the company. The Stock Exchange also has the power to aggregate a series of transactions and any such transaction may result in the Company being treated as if it were a new listing application. If the Stock Exchange believes that: -

- a false market exists or may exist for the Wiltec Shares; or

- there are too few Wiltec Shares in public hands to maintain an orderly market,

it will consider exercising its discretion to suspend trading in Wiltec Shares.

SHAREHOLDING STRUCTURE

As at the date of this announcement, Wiltec Holdings has an authorised share capital of HK$80,000,000 divided into 800,000,000 Wiltec Shares of HK$0.10 each, of which 214,516,000 Wiltec Shares have been issued and are fully paid. Following Completion and the placing of approximately 40 million Wiltec Shares to Mr. Lau, Wiltec Holdings will have an authorised share capital of HK$300,000,000 divided into 3,000,000,000 Wiltec Shares of HK$0.10 each, of which 1,454.52 million Wiltec Shares will be issued and fully paid.

Set out below is a table showing (i) the existing shareholding structure of Wiltec Holdings, (ii) the shareholding structure immediately following Completion and (iii) the shareholding structure following the distribution of dividends in specie of approximately 400 million Consideration Shares by CCT Telecom Holdings to Qualified Shareholders and placement of 40 million new Wiltec Shares to Mr. Lau:

Existing Shareholding Shareholding immediately Shareholding immediately

following Completion following distribution of

dividend in specie and

placement to Mr. Lau

Shares (mn) % Shares (mn) % Shares (mn) %

CCT Telecom Holdings 138.39 64.51 1,338.39 94.62 938.32 64.51

Pulteney 20.41 9.51 20.41 1.44 20.41 1.40

Mr. Leung, Wilson 1.00 0.47 1.00 0.07 1.00 0.07

Mr. Chen, Shouson 1.00 0.47 1.00 0.07 1.00 0.07

Mr. Mak, Shiu Tong Clement 0 0 0 0 77.54 5.33

Mr. Lau 0 0 0 0 40 2.75

CCT Telecom Holdings

Shareholders 0 0 0 0 322.53 22.18

Public 53.72 25.04 53.72 3.80 53.72 3.69

_______ _______ ________ _______ _______ _______

Total 214.52 100.00 1,414.52 100.00 1,454.52 100.00

═════ ═════ ══════ ═════ ═════ ═════

Wiltec Holdings Shareholding Structure

Existing Shareholding

Shareholding following Completion, distribution of dividend in specie and placement to Mr. Lau

Notes

(1) Held through indirect wholly owned subsidiaries of CCT Telecom Holdings, Greatway International Corp. (as to approximately 36.54%), Info-net International Corp. (as to approximately 23.31%) and Clear Access Agents Limited (as to approximately 4.66%).

(2) Includes shares held by Pulteney Group Limited (beneficially owned by two directors of Wiltec Holdings, namely Messrs Wilson Leung (50%) and Mr. Shouson Chen (50%) and holds 20,410,000 Wiltec Shares) and shares held personally by Messrs Wilson Leung (1,000,000 Wiltec Shares) and Shouson Chen each (1,000,000 Wiltec Shares).

(3) Mr. Mak Shiu Tong Clement, the chairman of CCT Telecom Holdings, is deemed to control or have an interest of approximately 19.38% in CCT Telecom Holdings. Following the dividend in specie, Mr.Mak will hold approximately 77.54 million shares in Wiltec Holdings.

(4) Includes 2.75% shareholding held by Mr. Andy Lau following the placement of 40 million new Wiltec Shares to him.

INFORMATION ON CCT TELECOM HOLDINGS

The CCT Telecom Holdings Group has a wide range of telecommunications related assets. Following a recent group restructuring aimed at streamlining the group's business operations, the CCT Telecom Holdings Group's principal activities can now be segmented into five core complementary businesses: - (i) CCT Telecom Product Group - manufactures and distributes telecommunications products (ii) HKNet Group - provides Internet access, web solutions and telecommunications services in Hong Kong (iii) CCT Multimedia - involved in the development of Internet portals and broadband multimedia content (iv) CCT Comm Group - the group's operating arm for telecommunications projects in the People's Republic of China and (v) CCT Ventures - the group's consultancy and investment arm for technology related investments. Following Completion, CCT's operations can be illustrated as follows: -

INFORMATION ON WILTEC HOLDINGS

The Wiltec Holdings Group is principally engaged in two major business activities: (i) the sourcing and sale of a wide range of child care products, health care and hygiene products, toys and child safety products and (ii) the Internet and related businesses currently comprising an e-commerce website, www.ebuy.com.hk which caters for Internet shopping and auctions online.

REASONS FOR THE E-CLUB ACQUISITION AGREEMENT AND THE TEAM WORK OPTION

In a circular to shareholders of Wiltec Holdings dated 31 March 2000, the directors of CCT Telecom Holdings stated that at that stage there was no intention for CCT Telecom Holdings to inject any assets into Wiltec Holdings. However, the directors of now believe that both CCT Telecom Holdings and Wiltec Holdings will benefit from the E-Club transaction and the Team Work Acquisition for the following reasons: -

Benefits to Wiltec Holdings

Wiltec Holdings has recently expanded its business into the information technology market and Internet services. Wiltec Holdings operates its Internet shopping and auction services through its www.ebuy.com.hk portal. The directors of Wiltec Holdings have stated their intention to expand into the Internet and related businesses through organic growth and through acquisitions. E-Club and Team Work are established businesses involved in the fast growing Internet, content and multimedia businesses. The directors of Wiltec Holdings believe these industries have significant growth potential given the rapid development of convergence of technologies and the deregulation of the communications market which has increased the demand for media and Internet content. The E-Club Acquisition and the Team Work Option Agreement therefore represent a significant opportunity for growth of the Wiltec Holdings Group through the acquisition of established operations in these areas.

Benefits to CCT Telecom Holdings

The completion of the E-Club Agreement and the Team Work Option Agreement will allow CCT Telecom Holdings to streamline its corporate structure and concentrate on its remaining core business activities. The directors of CCT Telecom Holdings believe that Wiltec Holdings is an effective vehicle for the CCT Telecom Holdings Group to develop its business in the multimedia sector. It allows CCT Telecom Holdings Group to raise the profile and grow its multimedia business through a separate commercial vehicle.

PROPOSED APPOINTMENT OF ADDITIONAL DIRECTORS, SENIOR MANAGEMENT AND CONSULTANT TO WILTEC HOLDINGS

It is expected that following Completion, Mr. Eric Yeung Chun Yiu and Ms Resand Lam Hau Yee will be nominated to join the board of directors of Wiltec Holdings, as executive directors. In addition, Ms. Meeling Leung will join the senior management team of Wiltec Holdings. Mr. Alan Zie Yong Der will act as a consultant to Wiltec Holdings. Particulars of the proposed new directors, senior management and consultant are as follows: -

Mr Yeung Chun Yiu Eric, aged 46, will be appointed as an executive director and the Chief Operating Officer of Wiltec Holdings following Completion. Mr Yeung has over 25 years experience in the media industry. Prior to joining Wiltec Holdings, Mr Yeung served as Director of Strategic and Planning for Hong Kong Commercial Broadcasting Company and had also held the position of Executive Producer in a media company in Sydney and produced the first Chinese TV program in Australia. Mr Yeung holds an Honors Degree in Government and Public Administration from the Chinese University of Hong Kong.

Ms Lam Hau Yee Resand, aged 41, will be appointed as an executive director of Wiltec Holdings following Completion. Ms Lam has five years experience in the media and publishings field, and spent 10 years in setting up and running her own designer label gift shop and restaurant in Canada. Prior to joining Wiltec Holdings she was the Group Associate Publisher of Yongder Hall Group and Business Development Director of Paramount Publishing Group.

Ms Meeling Leung will be appointed as the managing director of Image Factory following Completion. Ms Leung has 12 years experience in the publishing and design field, specializing in image building for women and styling magazines. Prior to joining Image Factory, she was the Publishing and Editorial Director of Marie Claire Magazine. She had also held extended posts as, among others, Production Manager of Yongder Hall Design Solutions and Producer and Art Director of Yongder Hall Group. Ms Leung holds a Professional Diploma in Fashion and Clothing Technology from Hong Kong Polytechnic University.

Mr Zie Yong Der Alan will act as a consultant to Wiltec Holdings following Completion. He has over 30 years experience in the fields of publishing, advertising and marketing and has a well-established personal network in the United States, England, France, Japan and Taiwan. He was the founder of Grey Advertising Hong Kong, the branch of Grey Advertising in New York. From 1977 to1995, Mr Zie published about 50 types of magazines, and introduced the Chinese version of U.S., France and Japan's popular magazines in Hong Kong, Taiwan and Singapore. Famous examples include Cosmopolitan, Esquire and Marie Claire. Mr Zie was also the founder and the former Chairman of Yongder Hall Group, a leading publishing group in Hong Kong.

PROPOSED NAME CHANGE

It is expected that following Completion, the name of Wiltec Holdings will be changed to CCT Multimedia Holdings Limited to reflect the introduction of new management and the expansion and focus of Wiltec Holdings' business in the multimedia business. The proposed name change is subject to approval by the shareholders of Wiltec Holdings at a special general meeting to be convened.

GENERAL

As at the date of this announcement, CCT Telecom Holdings is the controlling shareholder of Wiltec Holdings holding approximately 138.39 million shares or approximately 64.51% shareholding in Wiltec Holdings. Accordingly, CCT Telecom Holdings and Wiltec Holdings are connected persons (as defined in the Listing Rules).

The E-Club Acquisition Agreement constitutes a major and connected transaction for Wiltec Holdings and will require approval by independent shareholders of Wiltec Holdings at a shareholders meeting to be convened. CCT Telecom Holdings and its associates (as defined in the Listing Rules) will abstain from voting on the transaction at the special general meeting to be convened by Wiltec Holdings. The E-Club Acquisition Agreement also constitutes a discloseable and connected transaction for CCT Telecom Holdings and will require approval by independent shareholders of CCT Telecom Holdings at a shareholders meeting to be convened. The directors of CCT Telecom Holdings have confirmed that they are not aware of any shareholders of CCT Telecom Holdings who have a material interest in the proposed transaction. Accordingly, there are no shareholders of CCT Telecom Holdings who are required to abstain from voting at the shareholders meeting to be convened.

Each of Wiltec Holdings and CCT Telecom Holdings will establish an independent board committee to advise their independent shareholders in respect of the connected transactions referred to above. Independent financial advisers will also be retained to advise the independent board committees.

Circulars of each of Wiltec Holdings and CCT Telecom Holdings, containing details of the various transactions outlined in this announcement, a letter from the independent board committees and a letter of advice from independent financial advisers to the independent board committees, and notice to shareholders of each of these companies convening an extraordinary or a special general meeting (as the context requires) will be dispatched as soon as practicable.

SUSPENSION AND RESUMPTION OF TRADING IN THE SECURITIES OF WILTEC HOLDINGS

Trading in the securities of Wiltec Holdings was suspended at the request of Wiltec Holdings on 21 July 2000. Application has been made to the Stock Exchange for the resumption of trading in Wiltec Shares with effect from 10.00 am on 24 July 2000.

DEFINITIONS

In this announcement, the following expressions have the meaning set out below unless the context requires otherwise:

"American Appraisals" American Appraisal Hongkong Limited

"CCT Telecom Holdings" CCT Telecom Holdings Limited, a company incorporated in the Cayman Islands, the shares of which are listed on the Stock Exchange

"CCT Telecom Holdings Group" CCT Telecom Holdings and its subsidiaries

"CCT Telecom Share(s)" Share(s) of HK$ 0.50 each in the capital of CCT Telecom Holdings

"Completion" Completion of the E-Club Acquisition

"Consideration Share(s)" The shares to be issued by Wiltec Holdings to CCT Telecom Holdings in settlement of the consideration for the E-Club Acquisition

"E-Club" e-club International Limited, a company incorporated on 3 January 1997 in Hong Kong with limited liability, indirectly wholly owned by CCT Telecom Holdings

"E-Club Acquisition Agreement" The acquisition agreement dated 21 July 2000 and entered into between Wiltec Holdings, CCT Telecom Holdings and CCT Multi-media Holdings Limited relating to the sale of Natural Winner, which holds the entire interests in the E-Club

"ecEASY Group" The wholly owned subsidiaries of E-Club, engaged in the development of Internet content and operation of Internet portals

"Image Factory Group" Image Factory Corp., a company incorporated on 7 January 2000 in the British Virgin Islands with limited liability, and its subsidiaries

"Listing Rules" The Rules Governing the Listing of Securities on the Stock Exchange

"Ming Pao Group" Ming Pao Enterprise Corp., a company incorporated on 23 January 1991 in Bermuda with limited liability, and its subsidiaries

"Mr. Andy Lau" or "Mr. Lau" Mr Lau Tak Wah, Andy

"Natural Winner" Natural Winner Investment Limited, a company incorporated in the British Virgin Islands and an indirect wholly owned subsidiary of CCT Telecom Holdings. Natural Winner is the 100% shareholder of E-Club

"Option" The option granted under the Team Work Option Agreement

"Pulteney" Pulteney Group Limited, a company incorporated on 11 June 1997 in the British Virgin Islands with limited liability

"Qualified Shareholders" Holders of CCT Telecom Shares whose names appear on the register of shareholders of CCT Telecom Holdings on a certain record date to be determined by the board of directors of CCT Telecom Holdings

"Star Factory Group" e-Starship Limited, a company incorporated on 18 May 2000 in the British Virgin Islands, and its subsidiaries

"Stock Exchange" The Stock Exchange of Hong Kong Limited

"Team Work Option Agreement" The agreement dated 21 July 2000 and entered into between Wiltec Holdings, CCT Telecom Holdings and Noble Trend International Inc. relating to the interest in Team Work held by Noble Trend International Inc.

"Team Work" Team Work Corporation Limited, a company incorporated on 8 December 1999 in the British Virgin Islands with limited liability, or its holding company whose securities will be listed on a recognised stock exchange

"Wiltec Holdings" Wiltec Holdings Limited, a company incorporated in the Bermuda with limited liability, the shares of which are listed on the Stock Exchange

"Wiltec Holdings Group" Wiltec Holdings and its subsidiaries

"Wiltec Share(s)" Shares(s) of HK$ 0.10 each in the capital of Wiltec Holdings

By order of the Board of By order of the Board of

CCT Telecom Holdings Limited Wiltec Holdings Limited

Mak Shiu Tong Clement Mak Shiu Tong Clement

Chairman Director

21 July 2000

Please also refer to the published version of this announcement in the Hong Kong iMail.