CSC Holdings Limited — M&A Activity 2001

Nov 1, 2001

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.

(incorporated in the Cayman Islands with limited liability)	(incorporated in Bermuda with limited liability)

DELAY IN COMPLETION OF THE SALE

AND PURCHASE OF THE SALE SHARES

Summary The directors of CCT Telecom Holdings Limited and CCT Multimedia Holdings Limited refer to the conditional agreement dated 4 July 2001 (as amended by a supplemental agreement dated 11 July 2001) entered into between CCT Telecom Holdings Limited and Orient Rich (H.K.) Limited, a wholly-owned subsidiary of 海爾集團公司 (Haier Group Company) as vendors, CCT Multimedia Holdings Limited as purchaser and Haier Group Company as warrantor for the sale and purchase of the shares in Foreland Agents Limited and Haier CCT (H.K.) Telecom Co., Limited, details of which were referred to in a joint press announcement by CCT Telecom Holdings Limited and CCT Multimedia Holdings Limited dated 12 July 2001 and the two circulars both dated 29 August 2001 of CCT Telecom Holdings Limited and CCT Multimedia Holdings Limited. Pursuant to the terms of the agreement, completion of the conditional agreement is expected to take place on or before the fifteenth day after fulfilment of the conditions (which shall be fulfilled by no later than 31 October 2001 unless otherwise agreed). CCT Telecom Holdings Limited, Orient Rich (H.K.) Limited, CCT Multimedia Holdings Limited and Haier Group Company have agreed to extend the Long Stop Date (as defined below) till 31 December 2001. The directors of CCT Telecom Holdings Limited have noted the recent decrease in the price of the shares of CCT Telecom Holdings Limited and the recent increase in the volume of trading of the shares of CCT Telecom Holdings Limited and wish to state that, save for the rights issue as announced by CCT Telecom Holdings Limited on 30 October 2001 and save as disclosed in this announcement, the directors of CCT Telecom Holdings Limited are not aware of any reasons for such fluctuation.

The directors of CCT Telecom Holdings Limited ("CCT") and CCT Multimedia Holdings Limited ("CCTMM") refer to the conditional agreement dated 4 July 2001 (as amended by a supplemental agreement dated 11 July 2001) (the "Agreement") entered into between CCT and Orient Rich (H.K.) Limited ("Orient Rich"), a wholly-owned subsidiary of 海爾集團公司 ("Haier Group Company") as vendors, CCTMM as purchaser and Haier Group Company as warrantor for the sale and purchase of the Sale Shares (as defined below), details of which were referred to in a joint press announcement by CCT and CCTMM dated 12 July 2001 (the "Announcement") and in the circulars of CCTand CCTMM, both dated 29 August 2001.

Capitalised terms used herein bear the same respective meanings as those defined in the Announcement unless otherwise defined.

Pursuant to the terms of the Agreement, CCTMM has agreed to acquire (the "Acquisition"):

(a) 100 per cent. of Foreland Agents Limited (which holds 51 per cent. of the issued share capital in Haier CCT (H.K.) Telecom Co., Limited) from CCT; and

(b) 49 per cent. of the issued share capital in Haier CCT (H.K.) Telecom Co., Limited from Orient Rich (together the "Sale Shares").

Under the Agreement, completion of the Acquisition is expected to take place on or before the fifteenth day after fulfillment of the conditions (which shall be fulfilled by no later than 31 October 2001 (the "Long Stop Date") unless otherwise agreed). One of such conditions is the receipt by CCTMM of a PRC legal opinion (the "PRC Legal Opinion") confirming the establishment of the PRC JV and other issues concerning validity under the laws of the PRC.

As the PRC Legal Opinion is still being finalised, CCT, Orient Rich, CCTMM and Haier Group Company have agreed by way of a further supplemental agreement dated 31 October 2001 to extend the Long Stop Date till 31 December 2001.

CCT and CCTMM will issue a further announcement on further developments relating to the Acquisition as and when appropriate.

This statement is made at the request of The Stock Exchange of Hong Kong Limited.

The directors of CCT have noted the recent decrease in the price of the shares of CCT and the recent increase in the volume of trading of the shares of CCT and wish to state that, save for the rights issue as announced by CCT on 30 October 2001 and save as disclosed in this announcement, the directors of CCT are not aware of any reasons for such fluctuation.

The directors of CCT also confirm that save for the rights issue as announced by CCT on 30 October 2001 and save as disclosed in this announcement, there are no negotiations or agreements which are disclosable under paragraph 3 of the Listing Agreement, neither is the board of directors of CCT aware of any matter disclosable under the general obligation imposed by paragraph 2 of the Listing Agreement, which is or may be of a price-sensitive nature.

Made by the order of CCT, the board of directors of which individually and jointly accept responsibility for the accuracy of this statement.

By Order of the Board of CCT Telecom Holdings Limited Mr Mak Shiu Tong, Clement Chairman	By Order of the Board of CCT Multimedia Holdings Limited Mr Tsoi Tong Hoo, Tony Director

Hong Kong, 31 October 2001

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