CSC Holdings Limited — M&A Activity 2005

Apr 25, 2005

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.

This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of CCT Telecom Holdings Limited and CCT Tech International Limited.

(Incorporated in the Cayman Islands with limited liability) (Incorporated in Bermuda with limited liability) (Stock Code: 138) (Stock Code: 261)

Voluntary Conditional Cash Offer with Securities Exchange Alternative by

DBS Asia Capital Limited

on behalf of Jade Assets Company Limited, a wholly-owned subsidiary of CCT Telecom Holdings Limited, to acquire all the issued shares and all the convertible notes due 2005 of

(other than those already owned by the Offeror and parties acting in concert with it (other than New Capital Industrial Limited)) and Voluntary Conditional Cash Offer to cancel all outstanding options of

(other than those already owned by the Offeror and parties acting in concert with it)

WAIVER OF RESTORATION OF PUBLIC FLOAT

As stated in the Unconditional Announcement, after taken into account the valid acceptances received under the Offers in respect of the 7,617,603,244 CCT Tech Shares as at 4: 00 p.m. on 21 April 2005, the Offeror, CCT Telecom and parties acting in concert with them will be interested in an aggregate of 13,117,603,244 CCT Tech Shares, representing approximately 82.30% of the issued share capital of CCT Tech and only approximately 17.70% interest in CCT Tech will be held by the public. As the transfer of the Relevant CCT Tech Shares is expected to take effect on or about 25 April 2005, the public float of CCT Tech will fall below 25% on or about the same date.

Pursuant to Rule 8.08 of the Listing Rules, at least 25% of the issuer’s total issued share capital must at all times be held by the public. Application has been made jointly by the Offeror, CCT Telecom and CCT Tech to the Stock Exchange for a waiver from strict compliance with Rule 8.08 of the Listing Rules on the 25% minimum public float requirement for a period of one month from 25 April 2005, being the date of completion of transfer of legal titles of the Relevant CCT Tech Shares.

As stated in the Composite Offer Document, the Offeror and CCT Telecom intend to effect the compulsory acquisition of CCT Tech in the event that the Offeror is permitted to do so under the Companies Act and the Takeovers Code, and to apply for the delisting of CCT Tech. Further announcement will be made as and when necessary.

Shareholders of CCT Telecom and CCT Tech and potential investors should exercise caution when dealing in the securities of CCT Telecom and CCT Tech.

1

Reference are made to the composite offer and response document (‘‘Composite Offer Document’’) and the announcement (‘‘Unconditional Announcement’’) jointly issued by CCT Telecom Holdings Limited and CCT Tech International Limited on 31 March 2005 and 21 April 2005, respectively. Terms defined in the Composite Offer Document shall have the same meanings when used herein, unless otherwise stated.

PUBLIC FLOAT OF CCT TECH

As stated in the Unconditional Announcement, after taken into account the valid acceptances received under the Offers in respect of the 7,617,603,244 CCT Tech Shares (‘‘Relevant CCT Tech Shares’’) as at 4: 00 p.m. on 21 April 2005, the Offeror, CCT Telecom and parties acting in concert with them will be interested in an aggregate of 13,117,603,244 CCT Tech Shares, representing approximately 82.30% of the issued share capital of CCT Tech and only approximately 17.70% interest in CCT Tech will be held by the public. As the transfer of the Relevant CCT Tech Shares is expected to take effect on or about 25 April 2005, the public float of CCT Tech will fall below 25% on or about the same date.

Pursuant to Rule 8.08 of the Listing Rules, at least 25% of the issuer’s total issued share capital must at all times be held by the public. Application has been made jointly by the Offeror, CCT Telecom and CCT Tech to the Stock Exchange for a waiver from strict compliance with Rule 8.08 of the Listing Rules on the 25% minimum public float requirement for a period of one month from 25 April 2005, being the date of completion of transfer of legal titles of the Relevant CCT Tech Shares.

As stated in the Composite Offer Document, the Offeror and CCT Telecom intend to effect the compulsory acquisition of CCT Tech in the event that the Offeror is permitted to do so under the Companies Act and the Takeovers Code, and to apply for the delisting of CCT Tech. If the Offeror does not effect the compulsory acquisition (whether by reason of not acquiring the requisite percentage as required under section 102(1) or section 103 of the Companies Act or Rule 2.11 of the Takeovers Code or otherwise), CCT Telecom and the Offeror will use their respective reasonable endeavours to maintain the listing of the CCT Tech Shares on the main board of the Stock Exchange and will undertake to the Stock Exchange to use their respective reasonable endeavours following the closing of the Offers to ensure that not less than 25% of the CCT Tech Shares will be held by the public by various means, including but not limited to placement of the existing CCT Tech Shares or issue of new CCT Tech Shares as soon as possible in compliance with the Listing Rules. Further announcement will be made as and when necessary.

Shareholders of CCT Telecom and CCT Tech and potential investors should exercise caution when dealing in the securities of CCT Telecom and CCT Tech.

By Order of the Board of By Order of the Board of CCT TELECOM HOLDINGS LIMITED CCT TECH INTERNATIONAL LIMITED Mak Shiu Tong, Clement Tam Ngai Hung, Terry Chairman Director

Hong Kong, 22 April 2005

The directors of CCT Telecom jointly and severally accept full responsibility for the accuracy of the information (other than that in respect of the CCT Tech Group) in this announcement and confirm, having made all reasonable enquiries, that to the best of their knowledge, 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 Tech jointly and severally accept full responsibility for the accuracy of the information (other than that in respect of the CCT Telecom Group and the Offeror) in this announcement and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed

2

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.

As at the date of this announcement, the executive directors of CCT Telecom 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 of CCT Telecom are Mr. Samuel Olenick, Mr. Tam King Ching, Kenny and Mr. Lau Ho Man, Edward.

As at the date of this announcement, the executive directors of CCT Tech are Mr. Mak Shiu Tong, Clement, Mr. Tam Ngai Hung, Terry, Ms. Cheng Yuk Ching, Flora, Mr. Tong Chi Hoi and Dr. William Donald Putt and the independent non-executive directors of CCT Tech are Mr. Chow Siu Ngor, Mr. Lau Ho Kit, Ivan and Mr. Chen Li.

Please also refer to the published version of this announcement in the (The Standard)

3