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CSC Holdings Limited M&A Activity 2001

Dec 28, 2001

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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.

Wireless InterNetworks Limited 浩 宇 科 技 有 限 公 司 (Receivers and Managers Appointed) (Incorporated in Bermuda with limited liability) 中 建 電 訊 集 團 有 限 公 司 (Incorporated in the Cayman Islands with limited liability)

DONGGUAN DEFA INVESTMENT LIMITED

(Incorporated in the British Virgin Islands with limited liability)

Financial Advisers to Wireless InterNetworks Limited (Receivers and Managers Appointed) Arranger and Manager of the Restructuring Proposal for CCT Telecom Holdings Limited

and

RESTRUCTURING OF WIRELESS INTERNETWORKS LIMITED

INVOLVING, INTER ALIA, CAPITAL RESTRUCTURING, ASSET TRANSFER, SHARE TRANSFER,

DEBT RESTRUCTURING INVOLVING SCHEMES OF ARRANGEMENT WITH CREDITORS,

SUBSCRIPTION FOR NEW SHARES, ASSET INJECTION INVOLVING A MAJOR TRANSACTION

AND WHITEWASH WAIVER

Further to the announcement on 20 September 2001 in relation to the financial restructuring of the Company, announcing the terms of the Restructuring Agreements, the Receivers and the respective boards of directors of the Company and of each of the Investors announce that they have extended the Long Stop Date to 31 March 2002.

Reference is made to the joint announcements of the Company, CCT and Defa dated 20 September, 2001 (the "First Joint Announcement"), 11 October 2001, 14 November 2001, and 4 December 2001 in respect of the financial restructuring of the Company. Terms used in this announcement have the same meanings as those defined in the First Joint Announcement, unless the context otherwise requires.

As disclosed in the First Joint Announcement, if any of the conditions precedent to the Restructuring Agreements have not been fulfilled or waived on or before 31 December 2001 (the "Long Stop Date"), the Restructuring Agreements will lapse unless the Investors, the Company and the Receivers otherwise agree to waive the conditions in writing or extend the date for their fulfilment.

The joint announcement dated 14 November 2001 stated that applications had been made to the SFC and to the Stock Exchange for waivers for the grant of an extension of the deadline for the despatch of the combined composite circular (the "Circular") of the Company, CCT and Defa, to the Shareholders to 31 January 2002 as more time is required for the preparation of the financial information required to be included in the Circular. The applications have been approved and accordingly, the parties have agreed to extend the Long Stop Date. On 27 December 2001, a second deed of modification (the "Second Deed of Modification") was entered into by the parties to the Restructuring Agreements, to extend the Long Stop Date to 31 March 2002.

For and on behalf of WIRELESS INTERNETWORKS LIMITED (Receivers and Managers Appointed) Paul Jeremy Brough Nicholas Peter Etches Joint and Several Receivers and Managers Acting as agents without personal liability By Order of the Board CCT TELECOM HOLDINGS LIMITED Mak Shiu Tong, Clement Chairman
By Order of the Board WIRELESS INTERNETWORKS LIMITED Howard Leung Chairman By Order of the Board DONGGUAN DEFA INVESTMENT LIMITED Tan Jin Rong Director

27 December 2001

The Receivers, as agents of the Company, and the Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement other than that relating to CCT, Defa and parties acting in concert with them and confirm, having made all reasonable inquiries, that to the best of their knowledge, the opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.

The directors of CCT jointly and severally accept full responsibility for the accuracy of the information contained in this announcement other than that relating to the Company and the Group and parties acting in concert with them and confirm, having made all reasonable inquiries, that to the best of their knowledge, the opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.

The directors of Defa jointly and severally accept full responsibility for the accuracy of the information contained in this announcement other than that relating to the Company and the Group and parties acting in concert with them and confirm, having made all reasonable inquiries, that to the best of their knowledge, the opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.

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