CSC Holdings Limited - Proxy Solicitation & Information Statement 2005

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your securities in CCT Telecom Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, licensed securities dealer or other agent through whom the sale or the transfer was effected for onward transmission to the purchaser or the transferee.

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, 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 circular.

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

VERY SUBSTANTIAL DISPOSAL

SALE OF SHARES OF HAIER ELECTRONICS GROUP CO., LTD.

A letter from the Board is set out on pages 5 to 15 of this circular.

A notice convening the SGM to be held at 2208, 22/F., St. George’s Building, 2 Ice House Street, Central, Hong Kong on Thursday, 29 December 2005 at 10: 00 a.m. is set out on pages 93 to 94 of this circular. A form of proxy for use by the CCT Telecom Shareholders at the SGM is enclosed herein. Whether or not you intend to attend and vote at the SGM in person, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the branch share registrar and transfer office of the Company in Hong Kong, Tengis Limited at G/F., Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong, as soon as practicable but in any event, not later than 48 hours before the time appointed for holding the SGM. Such form of proxy for use at the SGM is also published on the website of the Stock Exchange (www.hkex.com.hk). Completion and return of the form of proxy will not preclude you from attending and voting at the SGM in person should you so wish.

12 December 2005

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Appendix I — Financial information of the Sale Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16
Appendix II — Financial information of the Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	18
Appendix III — Unaudited pro forma financial information of the Remaining Group . .	79
Appendix IV — General information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	85
Notice of the SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	93

— i —

DEFINITIONS

In this circular, the following expressions shall have the following meanings, unless the context otherwise requires:

‘‘associate’’ has the same meaning ascribed to it under the Listing Rules ‘‘Board’’ the board of the Directors ‘‘Business Day’’ a day (excluding Saturday) on which banks are generally open in Hong Kong for general banking transactions for more than four hours
‘‘CCT Telecom Share(s)’’ the ordinary share(s) of HK$0.10 each in the share capital of the Company
‘‘CCT Telecom the holder(s) of the CCT Telecom Share(s) Shareholder(s)’’
‘‘Clear Access’’ Clear Access Agents Limited, an indirect wholly-owned subsidiary of the Company
‘‘Company’’ CCT Telecom Holdings Limited (stock code: 138), a company incorporated in the Cayman Islands and continued in Bermuda as an exempted company with limited liability and the shares of which are listed on the main board of the Stock Exchange
‘‘Completion’’ completion of the Sale and Purchase Agreement ‘‘Completion Date’’ the 3rd business day following the date on which all the conditions as set out in the paragraph ‘‘Conditions’’ in this circular are fulfilled or such other date as the Company and Deutsche Bank may agree
‘‘connected person’’ has the same meaning ascribed to it under the Listing Rules ‘‘Covered Shares’’ 3,926,774,819 Haier Electronics Shares relating to the Warrants ‘‘DB Undertaking Letter’’ a letter to be executed between Deutsche Bank and Haier BVI upon completion of the Subscription Agreement pursuant to which Deutsche Bank will not deal with the Warrants and the Sale Shares without the consent of Haier BVI subject to certain exceptions such as for hedging purposes, pursuant to the exercise of the Warrants or upon the occurrence of any event of default or where required by applicable laws or requirements by regulatory authorities
‘‘Deed of Covenant’’ a deed of covenant to be entered into by Haier BVI which sets out the arrangements for the protection of the interests of the holders of the Warrants in the event that the global warrant becomes void in accordance with its terms
‘‘Deutsche Bank’’ Deutsche Bank AG, Hong Kong Branch, an independent third party corporation licensed to carry on business in types 1, 4, 6, 7, 9 regulated activities under the SFO

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DEFINITIONS

‘‘Director(s)’’ the director(s) of the Company ‘‘Full Elite’’ Full Elite Assets Limited, an indirect wholly-owned subsidiary of the Company
‘‘Greatway’’ Greatway International Corp., an indirect wholly-owned subsidiary of the Company
‘‘Group’’ the Company and its subsidiaries ‘‘Guarantee Claims an agreement to be entered into between Haier BVI, Deutsche Bank as Agreement’’ warrant agent and Deutsche Bank as guarantee claimant which generally relates to the mechanics of how claims are to be made under the deed of guarantee and pursuant to which the guarantee claimant may exercise its rights under the deed of guarantee on behalf of holders of the Warrants if Haier BVI fails to perform its obligation under the Warrants
‘‘Haier BVI’’ Qingdao Haier Group Holdings (BVI) Limited, a substantial shareholder of Haier Electronics holding an approximately 25.22% interest in Haier Electronics, and together with parties acting in concert with it holding an approximately 50.54% interest in Haier Electronics, as at the Latest Practicable Date
‘‘Haier Electronics’’ Haier Electronics Group Co., Ltd. (stock code: 1169), an exempted company incorporated in Bermuda with limited liability and the shares of which are listed on the main board of the Stock Exchange
‘‘Haier Electronics the ordinary share(s) of HK$0.10 each in the share capital of Haier Share(s)’’ Electronics
‘‘HK$’’ Hong Kong dollar(s), the lawful currency of Hong Kong ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the PRC ‘‘Info-net’’ Info-Net International Corp., an indirect wholly-owned subsidiary of the Company
‘‘Invest Paradise’’ Invest Paradise Group Limited, an indirect wholly-owned subsidiary of the Company
‘‘Issue Documents’’ the Deed of Covenant, the Warrant Agreement and the Guarantee Claims Agreement
‘‘Latest Practicable Date’’ 8 December 2005, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained herein
‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange ‘‘PRC’’ the People’s Republic of China

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DEFINITIONS

‘‘Remaining Group’’ the Group excluding their direct and indirect interest in Haier Electronics on the assumption that completion of the sale of the Sale Shares had taken place ‘‘Sale and Purchase the sale and purchase agreement entered into between the Company and Agreement’’ Deutsche Bank on 16 November 2005 in relation to the sale of the Sale Shares ‘‘Sale Shares’’ 3,926,774,819 Haier Electronics Shares beneficially owned by the Company through the Shares Holding Companies as at the Latest Practicable Date, as to 880,172,486 Haier Electronics Shares owned by Greatway, as to 479,002,333 Haier Electronics Shares owned by Info-net, as to 810,000,000 Haier Electronics Shares owned by Clear Access, as to 733,600,000 Haier Electronics Shares owned by Super Control, as to 700,000,000 Haier Electronics Shares owned by Invest Paradise and as to 324,000,000 Haier Electronics Shares owned by Full Elite, and which in aggregate represents approximately 23.71% of the issued share capital of Haier Electronics as at the Latest Practicable Date ‘‘SFC’’ the Securities and Futures Commission of Hong Kong ‘‘SFO’’ Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) ‘‘SGM’’ the special general meeting of the Company to be convened and held at 2208, 22/F., St. George’s Building, 2 Ice House Street, Central, Hong Kong on Thursday, 29 December 2005 at 10: 00 a.m., to consider and, if thought fit, approve the sale of the Sale Shares to an independent third party upon fulfilling the conditions set out in this circular, or any adjournment thereof (as the case may be) ‘‘Shares Holding Greatway, Info-net, Clear Access, Super Control, Invest Paradise and Companies’’ Full Elite, all of which are indirect wholly-owned subsidiaries of the Company ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited ‘‘Subscription Agreement’’ the subscription agreement entered into on 16 November 2005 between Deutsche Bank and Haier BVI relating to the subscription of the Warrants by Deutsche Bank from Haier BVI ‘‘substantial shareholders’’ has the same meaning ascribed to it under the Listing Rules ‘‘Super Control’’ Super Control Investments Limited, an indirect wholly-owned subsidiary of the Company ‘‘Takeovers Code’’ The Hong Kong Code on Takeovers and Mergers

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DEFINITIONS

‘‘Warrants’’	put warrants on 3,926,774,819 Haier Electronics Shares to be issued by
	Haier BVI in favour of Deutsche Bank pursuant to the Subscription
	Agreement which will be in the form of a global warrant and upon
	exercise of which, will entitle the holders thereof to put to Haier BVI
	and Haier BVI will be obliged to purchase the Covered Shares
‘‘Warrant Agreement’’	a warrant agreement to be entered into between Haier BVI (as issuer)
	and Deutsche Bank upon completion of the Subscription Agreement
	which relates to the issuance of the Warrants and set out, among
	others, the form and provisions of the Warrants and the terms and
	conditions on which the Warrants may be exercised
‘‘%’’	per cent.

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LETTER FROM THE BOARD

(Incorporated in the Cayman Islands and continued in Bermuda with limited liability)

(Stock Code: 138)

Executive Directors: Mak Shiu Tong, Clement Tam Ngai Hung, Terry Cheng Yuk Ching, Flora William Donald Putt

Registered office: Canon’s Court 22 Victoria Street Hamilton HM12 Bermuda

Independent non-executive Directors: Samuel Olenick Tam King Ching, Kenny Lau Ho Man, Edward

Head office and principal place of business in Hong Kong: 2208, 22/F., St. George’s Building 2 Ice House Street, Central Hong Kong

12 December 2005

To the CCT Telecom Shareholders

Dear Sir or Madam,

VERY SUBSTANTIAL DISPOSAL

SALE OF SHARES OF HAIER ELECTRONICS GROUP CO., LTD.

INTRODUCTION

The Company announced on 22 November 2005 that the Company entered into a conditional agreement with Deutsche Bank on 16 November 2005, pursuant to which the Company agreed to procure the Shares Holding Companies to sell and Deutsche Bank agreed to purchase, or procure the purchase of the Sale Shares subject to the terms and conditions of the Sale and Purchase Agreement. The Board confirms that to the best of their knowledge, information and belief, having made all reasonable enquiry, Deutsche Bank is an independent third party not connected with the Company or the Shares Holding Companies, the directors, chief executive or substantial shareholders of the Company, the Shares Holding Companies or their respective subsidiaries or the respective associates of any of them. Deutsche Bank has confirmed to the Company that it has not made any arrangement for the sale of the Sale Shares to the connected persons of the Company and it has no intention to do so.

The sale of the Sale Shares constitutes a very substantial disposal for the Company under Chapter 14 of the Listing Rules and is therefore subject to the approval by the CCT Telecom Shareholders at the SGM. The purpose of this circular is to provide you with further information regarding the sale of the Sale Shares and to give you the notice of the SGM.

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LETTER FROM THE BOARD

SALE AND PURCHASE AGREEMENT

Date: 16 November 2005

Parties:

Vendor: the Company

Purchaser: Deutsche Bank, a corporation licensed to carry on business in types 1, 4, 6, 7, 9 regulated activities under the SFO

Subject: the Sale Shares

Principle terms and conditions of the Sale and Purchase Agreement are described below.

Consideration:

The consideration for the sale of the Sale Shares (‘‘Consideration’’) amounted to HK$557,602,024.298, which is equal to approximately HK$0.142 per Sale Share. The price per Sale Share of approximately HK$0.142 represents:

(a) the same as the closing price of HK$0.142 per Haier Electronics Share as quoted on the Stock Exchange as at 15 November 2005, being the last trading day of the Haier Electronics Shares on the Stock Exchange prior to the date of the Sale and Purchase Agreement;
(b) a premium of approximately 6.8% to the 10-day average closing price of HK$0.133 per Haier Electronics Share for the last 10 consecutive trading days up to and including 15 November 2005 as quoted on the Stock Exchange;
(c) a premium of approximately 11.8% to the 30-day average closing price of HK$0.127 per Haier Electronics Share for the last 30 consecutive trading days up to and including 15 November 2005 as quoted on the Stock Exchange;
(d) a discount of approximately 36% to the closing price of HK$0.222 per Haier Electronics Share as quoted on the Stock Exchange as at the Latest Practicable Date;
(e) a discount of approximately 35.5% to the 10-day average closing price of HK$0.220 per Haier Electronics Share for the last 10 consecutive trading days up to and including the Latest Practicable Date; and
(f) a discount of approximately 13.4% to the 30-day average closing price of HK$0.164 per Haier Electronics Share for the last 30 consecutive trading days up to and including the Latest Practicable Date.

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LETTER FROM THE BOARD

The Consideration was determined after arm’s length negotiations between the Company and Deutsche Bank, and will be satisfied fully in cash on the Completion Date. The net amount payable by Deutsche Bank (‘‘Net Consideration’’) will be the Consideration net of the following fee and expenses:

a fee of 1% of the Consideration for arranging the sale of the Sale Shares; and

— 50% of the stamp duty payable on the instrument of transfer as may be payable in respect of the sale and transfer of the Sale Shares.

Conditions:

Completion of the Sale and Purchase Agreement is conditional on, amongst other things, the satisfaction (or, where applicable, waiver in respect of conditions (c) to (i) below) of the following conditions:

(a) the passing by the CCT Telecom Shareholders at a special general meeting of the Company of an ordinary resolution approving the sale of the Sale Shares by the Shares Holding Companies pursuant to the Sale and Purchase Agreement;
(b) compliance by the Company of the relevant rules of the Listing Rules and any other regulatory body in respect of the sale of the Sale Shares;
(c) no breach of the Sale and Purchase Agreement and the representations and warranties given by the Company to Deutsche Bank in the Sale and Purchase Agreement remaining true, complete and accurate and not misleading up to and as at Completion;
(d) the Company delivering to Deutsche Bank an undertaking from Mr. Mak Shiu Tong, Clement (‘‘Mr. Mak’’), the chairman and a substantial shareholder of the Company whose interest in the issued shares of the Company as at the Latest Practicable Date is 19.37%, confirming that Mr. Mak shall vote or procure the CCT Telecom Shares under his direct or indirect control as at the relevant special general meeting of the Company to vote in favour of the ordinary resolution to be proposed thereat as referred to in condition (a) above;
(e) Deutsche Bank receives from Haier BVI on or before the Completion Date:
legal opinions from the British Virgin Islands counsel, PRC counsel and Hong Kong and English counsel to Deutsche Bank each in a form acceptable to Deutsche Bank;
a closing certificate dated the Completion Date, addressed to Deutsche Bank and signed by a duly authorised signatory on behalf of Haier BVI in a form acceptable to Deutsche Bank;
evidence that a process agent of Haier BVI has been duly appointed;
confirmation from the SFC having been obtained that as a result of the subscription of the Warrants, none of Deutsche Bank, Haier BVI or any of their respective affiliates is obliged to make a mandatory offer for Haier Electronics pursuant to Rule 26 of the Takeovers Code;

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LETTER FROM THE BOARD

the execution and presentation of a deed of guarantee issued by a financial institution guaranteeing the obligations of Haier BVI under the Warrants to a beneficiary specified by Deutsche Bank;
the execution and presentation of an undertaking by the parent company of Haier Electronics to Deutsche Bank which restricts the parent company of Haier Electronics in its dealings including disposing the shares of Haier BVI and the Haier Electronics Shares; and
the execution of the DB Undertaking Letter;
(f) Deutsche Bank receives from Haier BVI on or before the Completion Date the Issue Documents to be executed and delivered by Haier BVI relating to the issue of the Warrants having been executed on or before the Completion Date by or on behalf of all parties thereto;
(g) there has, since the date of the Subscription Agreement, been no adverse change, or any development reasonably likely to involve any adverse change, in the condition (financial or otherwise) or general affairs of Haier BVI or any of its subsidiaries or affiliates that is material in the context of the issue of the Warrants;
(h) the representations and warranties by Haier BVI in the Subscription Agreement remain true and correct on the date of the Subscription Agreement and would be true and correct if they were repeated on the Completion Date with reference to the facts and circumstances then subsisting; and
(i) the aggregate of Deutsche Bank’s internal Hong Kong dollar 2.5-year risk-free interest rate on the Completion Date and the offer price for a single name credit default swap with a maturity of 2.5 years and referenced to a bank guarantor on the Completion Date (expressed as a percentage per annum), each as determined by Deutsche Bank in its sole discretion, is less than or equal to 7.8 per cent. per annum. Such aggregate rate was approximately 5.3% per annum for a bank guarantor with a foreign currency long term debt rating of A2 as rated by the rating agency, Moody’s, as of 16 November 2005. Essentially, the aggregate of Deutsche Bank’s internal Hong Kong dollar risk-free rate and the credit default rate in relation to the bank guarantor represents the interest rate on which Deutsche Bank would charge the bank guarantor if the bank guarantor were to borrow from Deutsche Bank for a period of 2.5 years in Hong Kong dollars. As the Warrants will be guaranteed by a bank guarantor, the holders of the Warrants will be exposed to the credit position of the bank guarantor and the aggregate interest rate reflects the cost of this exposure, which is a factor to be considered by Deutsche Bank in determining the exercise price of the Warrants. Such condition is required to ensure that the transactions contemplated under the Subscription Agreement are commercially viable to both Deutsche Bank and Haier BVI.

The purchase by Deutsche Bank of the Sale Shares pursuant to the Sale and Purchase Agreement is conditional upon completion of the Subscription Agreement entered into between Deutsche Bank and Haier BVI. Pursuant to the Subscription Agreement, Deutsche Bank agrees to purchase the Warrants to be issued by Haier BVI on Completion. The conditions precedent to completion of the Subscription Agreement are incorporated as part of the conditions precedent of the Sale and Purchase Agreement. In respect of condition (d) above, save in respect of his interest in the Company as a substantial shareholder, Mr. Mak has no interest in the sale of the Sale Shares.

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LETTER FROM THE BOARD

Mr. Mak’s undertaking will be delivered by the Company to Deutsche Bank as Mr. Mak is not a party to the Sale and Purchase Agreement. None of the above conditions can be waived by the Company. As at the Latest Practicable Date, the Company has not been informed of Deutsche Bank’s intention to waive any of the above conditions. As at the Latest Practicable Date, condition (d) has been fulfilled.

As at the date of the Sale and Purchase Agreement, Deutsche Bank held 43,520,000 Haier Electronics Shares representing approximately 0.266% of the issued share capital of Haier Electronics. Immediately after Completion, Deutsche Bank will hold 3,970,294,819 Haier Electronics Shares representing approximately 23.97% of the issued share capital of Haier Electronics as at Latest Practicable Date.

The proposed Warrants:

Pursuant to the Subscription Agreement, Haier BVI will issue, and Deutsche Bank will subscribe for, or procure the subscription of, the Warrants on completion of the Subscription Agreement at a consideration of HK$0.03 per Warrant payable in cash upon completion of the Subscription Agreement (equivalent to an aggregate issue price of approximately of HK$118 million). Upon exercise, the Warrants will entitle the holders to put Haier Electronics Shares to Haier BVI at an exercise price per Haier Electronics Share to be determined upon completion of the Subscription Agreement in a commercially reasonable manner.

The term of the Warrants is a period of three and a half years from the date of issue of the Warrants. Subject to the terms and conditions of the Warrants, the Warrants can only be exercised during the period beginning on the date falling two and a half years after the issue date and ending on the date falling three and a half years after the issue date. Subject to the provisions of the DB Undertaking Letter, the Warrants will be transferable in whole or in part at any time during the three-and-a-half-year term, but are not intended to be listed.

Representations, warranties and undertakings:

Pursuant to the Sale and Purchase Agreement, the Company has agreed to give certain representations and warranties and undertakings which include the followings:

(a) The Company shall procure that no member of the Haier Electronics’ group shall, at any time prior to or on the Completion Date, do or omit to do anything which may cause any of the representation and warranties made by it under the Sale and Purchase Agreement to be untrue, inaccurate or misleading.
(b) Save and except the sale of the Sale Shares by the Company pursuant to the Sale and Purchase Agreement, the Company shall not, without the prior written consent of Deutsche Bank, directly or indirectly, and shall procure that none of its associates or affiliates or companies controlled by it or any nominee or trustee holding in trust for it shall, offer for sale, sell, transfer, contract to sell, or otherwise dispose of (including without limitation by the creation of any option, right, warrant to purchase or otherwise transfer or dispose of, or any lending, charges, pledges or encumbrances over) any of the Haier Electronics Shares in respect of which it is the beneficial owner (directly or indirectly) or any other securities convertible into or exchangeable for or which carry a right to subscribe, purchase or acquire any such Haier Electronics Shares or enter into any swap, derivative or other arrangement that transfers to another, in whole or in part, any of the economic consequences of the acquisition or ownership of any such Haier Electronics

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LETTER FROM THE BOARD

Shares at any time during the period commencing on the date of the Sale and Purchase Agreement and ending on the date falling 90 days after the Completion Date, provided that the above restriction shall not apply to the subscription, acquisition and disposal of up to 100 million Haier Electronics Shares by the directors of the Company and its subsidiaries and companies controlled by them.

(c) The Shares Holding Companies are the beneficial owners in respect of the Sale Shares that are owned by them. The Sale Shares shall be free from all encumbrances at Completion.
(d) Subject to fulfillment of the conditions precedent, the Company has full right, power and authority to enter into the Sale and Purchase Agreement and to procure the Shares Holding Companies to sell the Sale Shares and to perform all its obligations hereunder.
(e) The Company shall make all appropriate disclosures and shall comply in all respects with the Listing Rules and any other applicable laws and regulations in respect of the sale of the Sale Shares and the Sale Shares.
(f) To the best of the Company’s knowledge and belief, there is no claim, litigation, arbitration, prosecution or other legal proceedings or investigation or enquiry in progress or pending or threatened against any member of the Haier Electronics’ group nor is there any claim or any facts or circumstances of a material nature which would give rise to a claim against any member of the Haier Electronics’ group, which in any such case would have or have had a material adverse effect on the condition, financial, trading or otherwise, or the earnings, business affairs or business prospectus (whether or not arising in the ordinary course of business) of the Haier Electronics’ group as a whole.
(g) All information (whether oral, written, electronic or in any other form) supplied by or on behalf of the Company, for the purpose of or in connection with the sale of the Sale Shares, and all publicly available information and records of the Company (including information contained in the circular to be issued in relation to the sale of the Sale Shares, announcements, annual reports, statutory filings and registrations) are and were, when supplied or published, true and accurate and not misleading.
(h) The compliance by the Company with all the provisions of the Sale and Purchase Agreement as well as the consummation of the transactions contemplated therein shall not conflict with or result in a breach or violation of, or result in any third party consent being required (except for the resolution of the CCT Telecom Shareholders in the special general meeting of the Company to be convened to approve the sale of the Sale Shares and the compliance under Chapter 14 of the Listing Rules) under any of the terms or provisions of the indenture, mortgage, loan agreement or other agreement or instrument to which the Company is a party or any statute, rule or regulation.

The Company has undertaken to indemnify Deutsche Bank for any loss or damage suffered by Deutsche Bank as a result of any breach of such representation, warranties and undertakings up to an amount not exceeding the Net Consideration (as described under the subsection headed ‘‘Consideration’’ above).

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LETTER FROM THE BOARD

Termination:

Deutsche Bank is entitled to terminate the Sale and Purchase Agreement by giving a notice to the Company prior to the Completion if:

(a) there develops, occurs or comes into effect:
(i) any event, development or change (whether or not local, national or international or forming part of a series of events, developments or changes occurring or continuing before, on and/or after the date of the Sale and Purchase Agreement), including an event or change in relation to or a development of an existing state of affairs of a political, military, industrial, financial, economic, fiscal, regulatory or other nature, whether or not sui generis with any of the foregoing, resulting in a material and adverse change in, or which would be expected to result in a material and adverse change in, political, economic, fiscal, financial, regulatory or stock market conditions in the PRC (including Hong Kong);
(ii) the imposition of any moratorium, suspension or material restriction on trading in securities generally on the Stock Exchange due to exceptional financial circumstances or otherwise;
(iii) any material and adverse change in conditions of local, national or international securities markets;
(iv) any new law or regulation or change in existing laws or regulations or any change in the interpretation or application thereof by any court or other competent authority in Hong Kong or any other jurisdiction relevant to the Haier Electronics’ group which shall materially and adversely affect the business or the financial or trading position of the Haier Electronics’ group as a whole;
(v) any suspension of dealings in the Haier Electronics Shares for a period exceeding two (2) business days (as defined in the Listing Rules) other than due to the clearance of the announcement in connection with the sale of the Sale Shares or other normal compliance with the Listing Rules;
(vi) a change or development involving a prospective change of taxation or exchange control (or the implementation of exchange control) in Hong Kong or elsewhere which would materially and adversely affect the business, financial or trading position of the Haier Electronics’ group as a whole; or
(vii) the instigation of any litigation or claim of material importance by any third party against any member of the Haier Electronics’ group which would materially and adversely affect the business, financial or trading position of the Haier Electronics’ group as a whole,

and which would materially prejudice the purchase of the Sale Shares or the enforcement of contracts for the sale of the Haier Electronics Shares; or

(b) there is any breach of any of the representations, warranties and undertakings by the Company as set out in the Sale and Purchase Agreement which has came to the knowledge of Deutsche Bank or any event which has occurred or any matter which has

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LETTER FROM THE BOARD

arisen on or after the date of the Sale and Purchase Agreement and prior to the Completion which (i) if it had occurred or arisen before the date of the Sale and Purchase Agreement would have rendered any of such representations, warranties and undertakings untrue or incorrect; or (ii) in the opinion of Deutsche Bank, materially and adversely affect the financial position or business of the Haier Electronics’ group taken as a whole; or (iii) there has been a breach of, or failure to perform, any other material provision of the Sale and Purchase Agreement on the part of the Company.

In the event Deutsche Bank terminates the Sale and Purchase Agreement pursuant to the above provisions, the obligations of Deutsche Bank and the Company under the Sale and Purchase Agreement shall cease and no party shall have any claim against any other party in respect of any matter arising out of or in connection with the Sale and Purchase Agreement except for any antecedent breach. The Company will make a further announcement if the Sale and Purchase Agreement has been terminated.

BACKGROUND OF THE TRANSACTIONS

Deutsche Bank is a public company whose shares are listed for trading on a number of exchanges including New York Stock Exchange and Frankfurt Stock Exchange. The Sale and Purchase Agreement was negotiated and entered into on the basis that the Sale and Purchase Agreement and the Subscription Agreement would be separately negotiated but entered into on the same date, whereas the number of the Sale Shares is equal to the number of the Covered Shares under the Warrants. The two agreements are expected to be completed on the same date, on which completion of the Subscription Agreement will follow after completion of the Sale and Purchase Agreement. Accordingly, the Sale and Purchase Agreement basically incorporates all the conditions precedent of the Subscription Agreement, except that completion of the Subscription Agreement will be conditional upon completion of the Sale and Purchase Agreement.

Deutsche Bank informed the Company that it considers it commercially desirable to enter into the Subscription Agreement with Haier BVI to subscribe or procure subscription for the Warrants so that it would have flexibility over the Sale Shares purchased under the Sale and Purchase Agreement by either putting such Haier Electronics Shares to Haier BVI upon exercise of the Warrants, or dealing in the Sale Shares and/or the Warrants subject to dealing restrictions agreed with Haier BVI.

REASONS FOR AND BENEFITS OF ENTERING INTO THE SALE AND PURCHASE AGREEMENT

Haier Electronics is principally engaged in the manufacture and sale of washing machines and mobile handsets. Subsequent to the completion of the asset injection of Haier Electronics in January 2005, all the directors nominated by the Group to the board of Haier Electronics resigned as directors of Haier Electronics and the Group’s interest in Haier Electronics has decreased from approximately 43.6% to approximately 23.71% as at Latest Practicable Date. Since then, the Group does not have any management role nor does it have any influence in Haier Electronics. Haier Electronics has ceased to be an associate of the Company and the Company has not accounted for the results of Haier Electronics on an equity basis.

The Board considers that, since the investment in Haier Electronics is no longer the Group’s core investment, the entering of the Sale and Purchase Agreement represents a good opportunity for the Company to divest, and to realise profit from, its investment in Haier Electronics. The Board believes that the terms of the Sale and Purchase Agreement are fair and reasonable and are in the

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LETTER FROM THE BOARD

interests of the CCT Telecom Shareholders as a whole. The divestment in Haier Electronics is also in line with the Company’s corporate strategy to focus on its principal business of manufacturing telecom and electronic products.

FINANCIAL EFFECT OF THE SALE OF THE SALE SHARES

The Sale Shares, presently owned by the Company through the Shares Holding Companies, represent approximately 23.71% of the issued share capital of Haier Electronics as at the Latest Practicable Date.

According to the unaudited interim report of Haier Electronics for the six months ended 30 June 2005 (as restated due to the adoption of the reverse acquisition accounting method to take into account the asset injection and the call option exercise of Haier Electronics in January 2005 and the adoption of certain new financial reporting standards since 1 January 2005):

the consolidated net profit/(loss) before taxation and minority interests of Haier Electronics for the two financial years ended 31 December 2003 and 2004 and for the six months ended 30 June 2005 were approximately HK$142 million, HK$166 million and HK$(381) million respectively;
the consolidated net profit/(loss) after taxation and minority interests of Haier Electronics for the two financial years ended 31 December 2003 and 2004 and for the six months ended 30 June 2005 were approximately HK$108 million, HK$119 million and HK$(397) million respectively; and
the consolidated net assets of Haier Electronics as at 31 December 2003 and 2004 and 30 June 2005 amounted to approximately HK$398 million, HK$509 million and HK$598 million respectively.

The value of the Sale Shares, calculated with reference to the closing price of HK$0.138 for each Haier Electronics Share as at the date of the Sale and Purchase Agreement, was approximately HK$541.9 million. With reference to the consolidated net assets of Haier Electronics as at 30 June 2005, the net asset value attributable to 23.71% interest in Haier Electronics held by the Company as at the Latest Practicable Date was approximately HK$141.8 million. The Directors estimate that, with reference to the net book cost of the Sale Shares of approximately HK$235 million as at 30 June 2005 (equivalent to the fair value of the Sale Shares of approximately HK$774 million as at 30 June 2005 less the revaluation surplus of approximately HK$539 million credited to the revaluation reserve account), the profit (net of expenses) arising from the sale of the Sale Shares, which represent a disposal of its entire interest in Haier Electronics, is approximately HK$315 million. Since January 2005, the investment in Haier Electronics has been recognised at fair value and classified as the available-for-sale financial assets in accordance with the new financial reporting standards. Upon completion of the sale of the Sale Shares, the Company will not own any share and/or interest in Haier Electronics.

The gross and net proceeds from the sale of the Sale Shares to be received by the Company amount to approximately HK$557.6 million and HK$550.0 million respectively. The net proceeds will be applied as general working capital of the Group. As at the Latest Practicable Date, the Company has not identified any investment project.

— 13 —

LETTER FROM THE BOARD

The sale of Sale Shares will not have material adverse impact to the assets and liabilities of the Group. Upon Completion, the investment in Haier Electronics which was classified as non-current asset will be realised into cash and will improve the financial position of the Group.

GENERAL

The Company is principally engaged in (i) the manufacture, sale, design and development of telecom products and electronic products; (ii) the manufacture of power supply components; and (iii) the manufacture and sale of plastic components and baby products.

CHANGE OF DOMICILE

The Company has announced on 22 September 2005 to change the domicile of the Company from the Cayman Islands to Bermuda by way of de-registration in the Cayman Islands and continuation as an exempted company under the laws of Bermuda, subject to the CCT Telecom Shareholders’ approval and all compliance with the relevant general procedures and requirements under the Cayman Islands laws, Bermuda laws and the Listing Rules. The change of domicile has been approved by the CCT Telecom Shareholders at the extraordinary general meeting held on 18 November 2005 and the change of domicile has become effective on 9 December 2005.

SGM

The notice convening the SGM to be held at 2208, 22/F., St. George’s Building, 2 Ice House Street, Central, Hong Kong on Thursday, 29 December 2005 at 10: 00 a.m. is set out on pages 93 to 94 of this circular. A form of proxy for use by the CCT Telecom Shareholders at the SGM is enclosed herein. Whether or not you intend to attend and vote at the SGM in person, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the branch share registrar and transfer office of the Company in Hong Kong, Tengis Limited at G/F., Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong, as soon as practicable but in any event, not later than 48 hours before the time appointed for holding the SGM. Such form of proxy for use at the SGM is also published on the website of the Stock Exchange (www.hkex.com.hk). Completion and return of the form of proxy will not preclude you from attending and voting at the SGM in person should you so wish.

As the sale of the Sale Shares constitutes a very substantial disposal under the Listing Rules, the votes of the CCT Telecom Shareholders at the SGM will be taken by way of a poll pursuant to the Listing Rules and no CCT Telecom Shareholders are required to abstain from voting at the SGM.

PROCEDURES ON DEMANDING A POLL

Pursuant to bye-law 66 of the bye-laws of the Company, every resolution submitted to a general meeting shall be determined on a show of hands in the first instance by the CCT Telecom Shareholders present in person or by proxy or by authorised representative, but a poll may be demanded (before or on the declaration of the result of the show of hands or on the withdrawal of any demand for a poll) by the chairman of the general meeting or by:

(a) at least 3 CCT Telecom Shareholders present in person or by proxy or by authorised representative for the time being entitled to attend and vote at the general meeting; or

— 14 —

LETTER FROM THE BOARD

(b) any CCT Telecom Shareholder or the CCT Telecom Shareholders present in person or by proxy or by authorised representative and representing not less than one-tenth of the total voting rights of all the CCT Telecom Shareholders having the right to attend and vote at the general meeting; or
(c) any CCT Telecom Shareholder or the CCT Telecom Shareholders present in person or by proxy or by authorised representative and holding the CCT Telecom Shares conferring a right to attend and vote at the general meeting being the CCT Telecom Shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the CCT Telecom Shares conferring that right.

RECOMMENDATION

Having considered the factors mentioned above, the Board considers that it would be in the interests of the CCT Telecom Shareholders and the Company as a whole to seek approval from the CCT Telecom Shareholders for the sale of the Sale Shares to Deutsche Bank. Accordingly, the Board recommends the CCT Telecom Shareholders to vote in favour of the resolution to be proposed at the SGM.

ADDITIONAL INFORMATION

Your attention is drawn to the additional information contained in the appendices, which form part of this circular.

Yours faithfully, For and on behalf of the Board of CCT TELECOM HOLDINGS LIMITED Mak Shiu Tong, Clement Chairman

— 15 —

FINANCIAL INFORMATION OF THE SALE SHARES

APPENDIX I

1. UNAUDITED PROFIT AND LOSS STATEMENT OF THE SALE SHARES

Net loss of Haier Electronics as subsidiary attributable to the Group (as extracted from the underlying books and records of the Company) Net gain on deemed disposal of Haier Electronics (as included in net gains on disposal/ deemed disposal of subsidiaries) Share of result of Haier Electronics (as included in share of profits and losses of associates) Share of tax attributable to Haier Electronics (as included in tax) Net income/(loss) derived from underlying books and records of the Company Number of Haier Electronics shares held by the Group as at year/ period end date Sale Shares Net profit/(loss) attributable to the Group in relation to the Sale Shares	Year 2002 HK$ million (4) 556 (26) — 526 4,346,772,486 3,926,774,819 475	ended 31 December 2003 2004 HK$ million HK$ million — — — — (200) (2) 1 (2) (199) (4) 4,346,772,486 4,346,772,486 3,926,774,819 3,926,774,819 (180) (4)	Six months ended 30 June 2005 HK$ million 3,926,774,819 3,926,774,819 —

Following the placement of 419,997,667 Haier Electronics Shares by the Group in January 2005, the number of Haier Electronics Shares held by the Group was reduced from 4,346,772,486 shares in 2002 to 3,926,774,819 shares in 2005. The net profit/(loss) attributable to the Group was therefore calculated in proportion to the Sale Shares based on the underlying books and records of the Company. The net profit/(loss) attributable to the Group set out above has been properly complied and derived from the underlying books and records of the Company.

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FINANCIAL INFORMATION OF THE SALE SHARES

APPENDIX I

Before January 2005, the Sale Shares were accounted for as interest in associate and the Group shared the results of Haier Electronics on the equity accounting method. Following the resignation of all the directors nominated by the Group to the board of Haier Electronics in January 2005, the Group ceased to be in a position to exercise any influence over Haier Electronics. Therefore, the Group has not accounted for the investment in Haier Electronics as an associate and the Sale Shares have been classified as an available-for-sale financial asset in 2005. As the Group has not shared the results of Haier Electronics and the Group has not received any income in relation to the Sale Shares since January 2005, there was no income attributable to the Sale Shares for the six months ended 30 June 2005.

2. VALUATIONS OF THE SALE SHARES

Number of Haier Electronics Shares held by the Group as at year/ period end date Sale Shares Interest in an associate (in HK$ million) Carrying value of the Sale Shares accounted for as interest in associate (in HK$ million) Fair value of the Sale Shares accounted for as available-for-sale financial assets (in HK$ million)	As at 31 December 2002 2003 2004 4,346,772,486 4,346,772,486 4,346,772,486 3,926,774,819 3,926,774,819 3,926,774,819 496 297 293 448 268 265	As at 30 June 2005 3,926,774,819 3,926,774,819 774

The interest in an associate as at 31 December 2002, 2003 and 2004 and the fair value of the Sale Shares as at 30 June 2005 are derived from books and records of the Company and the above values of the Sale Shares as at 31 December 2002, 2003 and 2004 are derived in proportion to the Sale Shares based on the underlying books and records of the Company.

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APPENDIX II

FINANCIAL INFORMATION OF THE GROUP

The information set out below was extracted from the annual report of the Company for the year ended 31 December 2004 and the interim report of the Company for the six months ended 30 June 2005, respectively.

A. AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2004

Consolidated Profit and Loss Account Year ended 31 December 2004

Notes TURNOVER 5 Cost of sales Gross profit Other revenue and gains Selling and distribution costs Administrative expenses Other operating expenses PROFIT FROM OPERATING ACTIVITIES 6 Finance costs 7 Share of loss of an associate (note) PROFIT/(LOSS) BEFORE TAX Tax 10 PROFIT/(LOSS) BEFORE MINORITY INTERESTS Minority interests NET PROFIT/(LOSS) FROM ORDINARY ACTIVITIES ATTRIBUTABLE TO SHAREHOLDERS 11 DIVIDENDS 12 Paid special interim Paid interim Proposed final Total EARNINGS/(LOSS) PER SHARE 13 Basic Diluted	2004 HK$ million 4,057 (3,593) 464 53 (53) (240) (59) 165 (6) 159 (2) 157 (20) 137 (81) 56 42 4 8 12 54 HK$0.13 HK$0.13	2003 HK$ million 3,441 (2,963) 478 37 (49) (264) (53) 149 (8) 141 (200) (59) (12) (71) (47) (118) — 6 6 12 12 (HK$0.28) N/A

Note: Including a realisation of the relevant portion of the unrealised profits of approximately HK$15 million (2003: HK$175 million) arising from the disposal of subsidiaries to an associate in the prior years (note 18).

— 18 —

FINANCIAL INFORMATION OF THE GROUP

APPENDIX II

Consolidated Balance Sheet

31 December 2004

Notes NON-CURRENT ASSETS Fixed assets 14 Intangible assets 15 Goodwill 16 Interest in an associate 18 Other assets 19 Long term investments 20 Deferred tax assets 31 CURRENT ASSETS Short term investments 20 Inventories 21 Trade and bills receivables 22 Prepayments, deposits and other receivables 23 Pledged time deposits 24 Cash and cash equivalents 24 CURRENT LIABILITIES Trade and bills payables 25 Tax payable Other payables and accruals 26 Interest-bearing bank and other borrowings 27 Convertible notes 30 NET CURRENT ASSETS TOTAL ASSETS LESS CURRENT LIABILITIES NON-CURRENT LIABILITIES Interest-bearing bank loans, secured 28 Finance lease payables 29 Convertible notes 30 Deferred tax liabilities 31 MINORITY INTERESTS CAPITAL AND RESERVES Issued capital 32 Reserves 34(a) Proposed final dividend 12	2004 HK$ million 1,621 28 28 293 12 4 4 1,990 3 215 794 26 117 832 1,987 897 23 178 150 45 1,293 694 2,684 176 8 — 5 189 196 2,299 42 2,249 8 2,299	2003 HK$ million 1,497 23 26 297 12 4 9
		1,868
		3 178 655 63 100 873
		1,872
		841 25 198 130 8
		1,202
		670
		2,538
		124 1 10 7
		142 101
		2,295
		42 2,247 6
		2,295

— 19 —

FINANCIAL INFORMATION OF THE GROUP

APPENDIX II

Consolidated Statement of Changes in Equity Year ended 31 December 2004

Issued share capital HK$ million 42 — — — —	Share premium account HK$ million 1,250 — — — —	Share premium account HK$ million 1,250 — — — —
42 — — — — —	1,250 — — — — —
42
42 —	1,250 —	1,060 —
42	1,250	1,060
42 —	1,250 —	1,114 —
42	1,250	1,114

The reserve accounts comprise the consolidated reserves of HK$2,249 million (2003: HK$2,247 million) in the consolidated balance sheet.

— 20 —

FINANCIAL INFORMATION OF THE GROUP

APPENDIX II

Consolidated Cash Flow Statement

Year ended 31 December 2004

Notes CASH FLOWS FROM OPERATING ACTIVITIES Profit/(loss) before tax Adjustments for: Finance costs 7 Share of loss of an associate Interest income 5 Depreciation 6 Amortisation of goodwill 6 Amortisation of intangible assets 6 Bad and doubtful debt provisions on trade receivables 6 Provisions for and write off of prepayment and other receivables 6 Write off of deferred development costs 6 Write off of fixed assets 6 Loss/(gain) on disposal of fixed assets, net 6 Net (gain)/loss on disposal/deemed disposal of subsidiaries 6 Net unrealised holding losses on short term investments 6 Net realised gains on disposal of short term investments 6 Impairment of fixed assets 6 Deficit on revaluation of investment properties 6 Provision for slow-moving and obsolete inventories 6 Operating profit before working capital changes Increase in inventories Decrease in short term investments Increase in trade and bills receivables Decrease in prepayments, deposits and other receivables Increase in trade and bills payables and other payables and accruals Cash generated from operations Interest received Interest paid Hong Kong profits tax paid Net cash inflow from operating activities	2004 HK$ million 157 6 2 (5) 127 1 30 3 33 15 2 (1) (10) — — — — 36 396 (77) — (149) 3 47 220 5 (6) (16) 203	2003 HK$ million (59) 8 200 (8) 122 1 30 — — 15 18 1 12 1 (5) 2 3 8 349 (61) 16 (122) 55 272 509 8 (8) (9) 500

— 21 —

FINANCIAL INFORMATION OF THE GROUP

APPENDIX II

Notes Net cash inflow from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Purchases of fixed assets Proceeds from disposal of fixed assets Additions to intangible assets Disposal of subsidiaries 35(b) Acquisition of subsidiaries 35(c) Acquisition of minority interests Increase in pledged time deposits Net cash outflow from investing activities CASH FLOWS FROM FINANCING ACTIVITIES Issue of convertible notes Proceeds from disposal of convertible notes New bank loans Net new/(repayment of) trust receipts Repayment of bank loans Capital element of finance lease rental payments Dividend paid Net cash inflow/(outflow) from financing activities NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS Cash and cash equivalents at beginning of year CASH AND CASH EQUIVALENTS AT END OF YEAR ANALYSIS OF BALANCES OF CASH AND CASH EQUIVALENTS Cash and bank balances 24 Non-pledged time deposits with original maturity of less than three months when acquired 24	2004 HK$ million 203 (327) 86 (50) 7 — (1) (17) (302) — 45 340 102 (374) (3) (52) 58 (41) 873 832 398 434 832	2003 HK$ million 500 (244) 9 (47) (1) (3) — (17) (303) 21 — 93 (60) (141) (4) (14) (105) 92 781 873 379 494 873

— 22 —

APPENDIX II

FINANCIAL INFORMATION OF THE GROUP

Balance Sheet

31 December 2004

Notes NON-CURRENT ASSETS Fixed assets 14 Interests in subsidiaries 17 CURRENT ASSETS Prepayments, deposits and other receivables 23 Pledge time deposits 24 Cash and cash equivalents 24 CURRENT LIABILITIES Other payables and accruals 26 Interest-bearing bank and other borrowing 27 NET CURRENT ASSETS CAPITAL AND RESERVES Issued capital 32 Reserves 34(b) Proposed final dividend 12	2004 HK$ million 1 1,863 1,864 3 16 391 410 6 10 16 394 2,258 42 2,208 8 2,258	2003 HK$ million 1 1,840
		1,841
		3 — 379
		382
		5 —
		5
		377
		2,218
		42 2,170 6
		2,218

— 23 —

FINANCIAL INFORMATION OF THE GROUP

APPENDIX II

Notes to Financial Statements

31 December 2004

1. CORPORATE INFORMATION

During the year, the Group was involved in the following principal activities:

. the manufacture and sale of telecom products, accessories and components; and
. the manufacture and sale of baby and health care products.

2. IMPACT OF RECENTLY ISSUED HONG KONG FINANCIAL REPORTING STANDARDS (‘‘HKFRSs’’)

The Hong Kong Institute of Certified Public Accountants has issued a number of new Hong Kong Financial Reporting Standards and Hong Kong Accounting Standards, herein collectively referred to as the new HKFRSs, which are generally effective for accounting periods beginning on or after 1 January 2005. The Group has not early adopted these new HKFRSs in the financial statements for the year ended 31 December 2004. The Group has already commenced an assessment of the impact of these new HKFRSs but is not yet in a position to state whether these new HKFRSs would have a significant impact on its results of operations and financial position.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of preparation

These financial statements have been prepared in accordance with Hong Kong Financial Reporting Standards (which also include Statements of Standard Accounting Practice and Interpretations) issued by the Hong Kong Institute of Certified Public Accountants, accounting principles generally accepted in Hong Kong and the disclosure requirements of the Hong Kong Companies Ordinance. They have been prepared under the historical cost convention, except for the periodic remeasurement of investment properties and equity investments as further explained below.

Basis of consolidation

The consolidated financial statements include the financial statements of the Company and its subsidiaries for the year ended 31 December 2004. The results of subsidiaries acquired or disposed of during the year are consolidated from or to their effective dates of acquisition or disposal, respectively. All significant intercompany transactions and balances within the Group are eliminated on consolidation.

Minority interests represent the interests of outside shareholders in the results and net assets of the Company’s subsidiaries.

Subsidiaries

A subsidiary is a company whose financial and operating policies the Company controls, directly or indirectly, so as to obtain benefits from its activities.

The results of subsidiaries are included in the Company’s profit and loss account to the extent of dividends received and receivable. The Company’s interests in subsidiaries are stated at cost less any impairment losses.

Joint venture companies

A joint venture company is a company set up by contractual arrangement, whereby the Group and other parties undertake an economic activity. The joint venture company operates as a separate entity in which the Group and the other parties have an interest.

— 24 —

FINANCIAL INFORMATION OF THE GROUP

APPENDIX II

The joint venture agreement between the venturers stipulates the capital contributions of the joint venture parties, the duration of the joint venture and the basis on which the assets are to be realised upon its dissolution. The profits and losses from the joint venture company’s operations and any distributions of surplus assets are shared by the venturers, either in proportion to their respective capital contributions, or in accordance with the terms of the joint venture agreement.

A joint venture company is treated as:

(a) a subsidiary, if the Group has unilateral control, directly or indirectly, over the joint venture company;
(b) a jointly-controlled entity, if the Group does not have unilateral control, but has joint control, directly or indirectly, over the joint venture company;
(c) an associate, if the Group does not have unilateral or joint control, but holds, directly or indirectly, generally not less than 20% of the joint venture company’s registered capital and is in a position to exercise significant influence over the joint venture company; or
(d) a long term investment, if the Group holds, directly or indirectly, less than 20% of the joint venture company’s registered capital and has neither joint control of, nor is in a position to exercise significant influence over, the joint venture company.

Associates

An associate is a company, not being a subsidiary or a jointly-controlled entity, in which the Group has a long term interest of generally not less than 20% of the equity voting rights and over which it is in a position to exercise significant influence.

The Group’s share of the post-acquisition results and reserves of associates is included in the consolidated profit and loss account and consolidated reserves, respectively. The Group’s interests in associates are stated in the consolidated balance sheet at the Group’s share of net assets under the equity method of accounting, less any impairment losses.

Goodwill

Goodwill arising on the acquisition of subsidiaries and associates represents the excess of the cost of the acquisition over the Group’s share of the fair values of the identifiable assets and liabilities acquired as at the date of acquisition.

Goodwill arising on acquisition is recognised in the consolidated balance sheet as an asset and amortised on the straight-line basis over its estimated useful life of 20 years. In the case of associates, any unamortised goodwill is included in the carrying amount thereof, rather than a separately identified asset on the consolidated balance sheet.

Prior to the adoption of SSAP 30 ‘‘Business combinations’’ in 2001, goodwill arising on acquisitions was eliminated against consolidated reserves in the year of acquisition. On the adoption of SSAP 30, the Group applied the transitional provision of the SSAP that permitted such goodwill to remain eliminated against consolidated reserves. Goodwill on acquisitions subsequent to the adoption of the SSAP is treated according to the SSAP 30 goodwill accounting policy above.

On disposal of subsidiaries and associates, the gain or loss on disposal is calculated by reference to the net assets at the date of disposal, including the attributable amount of goodwill which remains unamortised and any relevant reserves, as appropriate. Any attributable goodwill previously eliminated against consolidated reserves at the time of acquisition is written back and included in the calculation of the gain or loss on disposal.

— 25 —

APPENDIX II

FINANCIAL INFORMATION OF THE GROUP

The carrying amount of goodwill, including goodwill remaining eliminated against consolidated reserves, is reviewed annually and written down for impairment when it is considered necessary. A previously recognised impairment loss for goodwill is not reversed unless the impairment loss was caused by a specific external event of an exceptional nature that was not expected to recur, and subsequent external events have occurred which have reversed the effect of that event.

Impairment of assets

An assessment is made at each balance sheet date of whether there is any indication of impairment of any asset, or whether there is any indication that an impairment loss previously recognised for an asset in prior years may no longer exist or may have decreased. If any such indication exists, the asset’s recoverable amount is estimated. An asset’s recoverable amount is calculated as the higher of the asset’s value in use and its net selling price.

An impairment loss is recognised only if the carrying amount of an asset exceeds its recoverable amount. An impairment loss is charged to the profit and loss account in the period in which it arises, unless the asset is carried at a revalued amount, when the impairment loss is accounted for in accordance with the relevant accounting policy for that revalued asset.

A previously recognised impairment loss is reversed only if there has been a change in the estimates used to determine the recoverable amount of an asset, however not to an amount higher than the carrying amount that would have been determined (net of any depreciation/amortisation), had no impairment loss been recognised for the asset in prior years.

A reversal of an impairment loss is credited to the profit and loss account in the period in which it arises, unless the asset is carried at a revalued amount, when the reversal of the impairment loss is accounted for in accordance with the relevant accounting policy for that revalued asset.

Fixed assets and depreciation

Fixed assets, other than investment properties and construction in progress, are stated at cost less accumulated depreciation and any impairment losses. The cost of an asset comprises its purchase price and any directly attributable costs of bringing the asset to its working condition and location for its intended use. Expenditure incurred after fixed assets have been put into operation, such as repairs and maintenance, is normally charged to the profit and loss account in the period in which it is incurred. In situations where it can be clearly demonstrated that the expenditure has resulted in an increase in the future economic benefits expected to be obtained from the use of the fixed assets, the expenditure is capitalised as an additional cost of that asset.

Depreciation is calculated on the straight-line basis to write off the cost of each asset over its estimated useful life, after taking into account its estimated residual value. The principal annual rates used for this purpose are as follows:

Leasehold land	2%–6%
Buildings	2.5%–6%
Plant and machinery	10%–30%
Tools, moulds and equipment	10%–20%
Furniture and office equipment	10%–20%
Motor vehicles	15%–30%

The gain or loss on disposal or retirement of a fixed asset recognised in the profit and loss account is the difference between the net sales proceeds and the carrying amount of the relevant asset.

Construction in progress

Construction in progress represents buildings under construction. It is stated at cost less any impairment losses, and is not depreciated. Cost comprises direct costs of construction and capitalised borrowing costs on related borrowed funds during the period of construction. Construction in progress is reclassified to the appropriate category of fixed assets when completed and ready for use.

— 26 —

FINANCIAL INFORMATION OF THE GROUP

APPENDIX II

Investment properties

Investment properties are interests in land and buildings in respect of which construction work and development have been completed and which are intended to be held on a long term basis for their investment potential, any rental income being negotiated at arm’s length. Such properties are not depreciated and are stated at their open market values on the basis of annual professional valuations performed at the end of each financial year. Changes in the values of investment properties are dealt with as movements in the investment property revaluation reserve. If the total of this reserve is insufficient to cover a deficit, on a portfolio basis, the excess of the deficit is charged to the profit and loss account. Any subsequent revaluation surplus is credited to the profit and loss account to the extent of the deficit previously charged.

On disposal of an investment property, the relevant portion of the investment property revaluation reserve realised in respect of previous valuations is released to the profit and loss account.

Intangible assets

Publishing rights

Purchased publishing rights are stated at cost less accumulated amortisation and any impairment losses, and are amortised on the straight-line basis over their estimated useful lives of 20 years.

Deferred development costs

All research costs are charged to the profit and loss account as incurred.

Expenditure incurred on projects to develop new products is capitalised and deferred only when the projects are clearly defined; the expenditure is separately identifiable and can be measured reliably; there is reasonable certainty that the projects are technically feasible; and the products have commercial value. Product development expenditure which does not meet these criteria is expensed when incurred.

Deferred development costs are stated at cost less accumulated amortisation and any impairment losses, and are amortised using the straight-line basis over the commercial lives of the underlying products not exceeding four years, commencing from the date when the products are put into commercial production.

Club memberships

Club memberships are intended to be held for long term purposes. They are stated at cost less any impairment losses, on an individual membership basis.

Long term investments

Long term investments are stated at cost less any impairment losses, on an individual investment basis.

Short term investments

Short term investments are investments in equity securities held for trading purposes. Listed securities are stated at their fair values on the basis of their quoted market prices at the balance sheet date, on an individual investment basis. Unlisted securities are stated at their estimated fair values on an individual basis, as determined by the directors having regard to the prices of the most recent reported sales or purchases of the securities, or professional valuations performed at the end of each financial year. The gains or losses arising from changes in the fair value of a security are credited or charged to the profit and loss account for the period in which they arise.

— 27 —

FINANCIAL INFORMATION OF THE GROUP

APPENDIX II

Inventories

Inventories are stated at the lower of cost and net realisable value. Cost is determined on the weighted average basis and, in the case of work in progress and finished goods, comprises direct materials, direct labour and an appropriate proportion of overheads. Net realisable value is based on the estimated selling prices less any estimated costs to be incurred to completion and disposal.

Income tax

Income tax comprises current and deferred tax. Income tax is recognised in the profit and loss account or in equity if it relates to items that are recognised in the same or a different period, directly in equity.

Deferred tax is provided, using the liability method, on all temporary differences at the balance sheet date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.

Deferred tax liabilities are recognised for all taxable temporary differences:

. except where the deferred tax liability arises from goodwill or the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and
. in respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, except where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.

Deferred tax assets are recognised for all deductible temporary differences, carryforward of unused tax assets and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carryforward of unused tax assets and unused tax losses can be utilised:

. except where the deferred tax asset relating to the deductible temporary differences arises from the initial recognition of an asset or liability and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and
. in respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, deferred tax assets are only recognised to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilised.

The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Conversely, previously unrecognised deferred tax assets are recognised to the extent that it is probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the balance sheet date.

Leased assets

Leases that transfer substantially all the rewards and risks of ownership of assets to the Group, other than legal title, are accounted for as finance leases. At the inception of a finance lease, the cost of the leased assets is capitalised at the present value of the minimum lease payments and recorded together with the obligation, excluding the interest element, to reflect the purchase and financing. Assets held under capitalised finance leases

— 28 —

APPENDIX II

FINANCIAL INFORMATION OF THE GROUP

are included in fixed assets and depreciated over the shorter of the lease terms and the estimated useful lives of the assets. The finance costs of such leases are charged to the profit and loss account so as to provide a constant periodic rate of charge over the lease terms.

Leases where substantially all the rewards and risks of ownership of assets remain with the lessor are accounted for as operating leases. Where the Group is the lessor, assets leased by the Group under operating leases are included in non-current assets and rentals receivable under the operating leases are credited to the profit and loss account on the straight-line basis over the lease terms. Where the Group is the lessee, rentals payable under the operating leases are charged to the profit and loss account on the straight-line basis over the lease terms.

Employee benefits

Paid leave carried forward

The Group provides paid annual leave to its employees under their employment contracts on a calendar year basis. Under certain circumstances, such leave which remains untaken as at the balance sheet date is permitted to be carried forward and utilised by the respective employees in the following year. An accrual is made at the balance sheet date for the expected future cost of such paid leave earned during the year by the employees and carried forward.

Employment Ordinance long service payments

Certain of the Group’s employees have completed the required number of years of service to the Group in order to be eligible for long service payments under the Hong Kong Employment Ordinance in the event of the termination of their employment. The Group is liable to make such payments in the event that such a termination of employment meets the circumstances specified in the Employment Ordinance.

A contingent liability is disclosed in respect of possible future long service payments to employees, as a number of current employees have achieved the required number of years of service to the Group, to the balance sheet date, in order to be eligible for long service payments under the Employment Ordinance if their employment is terminated in the circumstances specified. A provision has not been recognised in respect of such possible payments, as it is not considered probable that the situation will result in a material future outflow of resources from the Group.

Share option scheme

The Company operates two share option schemes for the purpose of providing incentives and rewards to eligible participants who contribute to the success of the Group’s operations. The financial impact of share options granted under the share option schemes are not recorded in the Company’s or the Group’s balance sheet until such time as the options are exercised, and no charge is recorded in the profit and loss account or balance sheet for their cost. Upon the exercise of share options, the resulting shares issued are recorded by the Company as additional share capital at the nominal value of the shares, and the excess of the exercise price per share over the nominal value of the shares is recorded by the Company in the share premium account. Options which are cancelled prior to their exercise date, or which lapse, are deleted from the register of outstanding options.

Pension scheme

The Group operates a defined contribution Mandatory Provident Fund retirement benefits scheme (the ‘‘MPF Scheme’’) under the Mandatory Provident Fund Schemes Ordinance, for all of its employees. Contributions are made based on a percentage of the employees’ basic salaries and are charged to the profit and loss account as they become payable in accordance with the rules of the MPF Scheme. The assets of the MPF Scheme are held separately from those of the Group in an independently administered fund. The Group’s employer contributions vest fully with the employees when contributed into the MPF Scheme, except for the Group’s employer voluntary contributions, which are refunded to the Group when the employee leaves employment prior to the contributions vesting fully, in accordance with the rules of the MPF Scheme.

— 29 —

APPENDIX II

FINANCIAL INFORMATION OF THE GROUP

In addition to the MPF Scheme, the Group operates a separate defined contribution retirement benefits scheme for those employees who are eligible to participate in this scheme. This scheme operates in a similar way to the MPF Scheme, except that when an employee leaves this scheme before his/her interest in the Group’s employer contributions vesting fully, the ongoing contributions payable by the Group are reduced by the relevant amount of the forfeited employer contributions.

Foreign currencies

Foreign currency transactions are recorded at the applicable exchange rates ruling at the transaction dates. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated at the applicable exchange rates ruling at that date. Exchange differences are dealt with in the profit and loss account.

On consolidation, the financial statements of overseas subsidiaries and associates are translated into Hong Kong dollars using the net investment method. The profit and loss accounts of overseas subsidiaries and associates are translated to Hong Kong dollars at the weighted average exchange rates for the year, and their balance sheets are translated to Hong Kong dollars at the exchange rates ruling at the balance sheet date. The resulting translation differences are included in the exchange fluctuation reserve.

For the purpose of the consolidated cash flow statement, the cash flows of overseas subsidiaries are translated to Hong Kong dollars at the exchange rates ruling at the dates of the cash flows. Frequently recurring cash flows of overseas subsidiaries which arise throughout the year are translated to Hong Kong dollars at the weighted average exchange rates for the year.

Cash and cash equivalents

For the purpose of the consolidated cash flow statement, cash and cash equivalents comprise cash on hand and demand deposits, and short term highly liquid investments which are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value, and have a short maturity of generally within three months when acquired, less bank overdrafts which are repayable on demand and form an integral part of the Group’s cash management.

For the purpose of the balance sheet, cash and cash equivalents comprise cash on hand and at banks, including term deposits, which are not restricted as to use.

Revenue recognition

Revenue is recognised when it is probable that the economic benefits will flow to the Group and when the revenue can be measured reliably, on the following bases:

(a) from the sale of goods, when the significant risks and rewards of ownership have been transferred to the buyer, provided that the Group maintains neither managerial involvement to the degree usually associated with ownership, nor effective control over the goods sold;
(b) rental income, on a time proportion basis over the lease terms;
(c) interest income, on a time proportion basis taking into account the principal outstanding and the effective interest rate applicable; and
(d) dividend income, when the shareholders’ right to receive payment has been established.

Dividends

Final dividends proposed by the directors are classified as a separate allocation of retained profits or capital reserve within the capital and reserves section of the balance sheet, until they have been approved by the shareholders in a general meeting. When these dividends have been approved by the shareholders and declared, they are recognised as a liability.

— 30 —

FINANCIAL INFORMATION OF THE GROUP

APPENDIX II

Interim dividends are simultaneously proposed and declared, because the Company’s memorandum and articles of association grant the directors the authority to declare interim dividends. Consequently, interim dividends are recognised immediately as a liability when they are proposed and declared.

Related parties

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control or common significant influence. Related parties may be individuals or corporate entities.

4. SEGMENT INFORMATION

Segment information is presented by way of two segment formats: (i) on a primary segment reporting basis, by business segment; and (ii) on a secondary segment reporting basis, by geographical segment.

The Group’s operating businesses are structured and managed separately, according to the nature of their operations and the products and services they provide. Each of the Group’s business segments represents a strategic business unit that offers products and services which are subject to risks and returns that are different from those of the other business segments. Summary details of the business segments are as follows:

(a) the telecom products segment engages in the manufacture and sale of telecom products, accessories and components;
(b) the baby and health care products segment engages in the manufacture and sale of baby and health care products; and
(c) the corporate and others segment comprises corporate income and expense items and the publishing of magazines (disposed of in the prior year).

In determining the Group’s geographical segments, revenues are attributed to the segments based on the location of the customers, and assets are attributed to the segments based on the location of the assets.

(a) Business segments

The following tables present revenue and profit/(loss) and certain asset, liability and expenditure information for the Group’s business segments.

Group

Telecom 2004 HK$ million 3,906 —	products 2003 HK$ million 3,224 —	Baby and health care products 2004 2003 HK$ million HK$ million 146 157 — — 146 157 14 19	Baby and health care products 2004 2003 HK$ million HK$ million 146 157 — — 146 157 14 19	Corporate and others Consolidated 2004 2003 2004 2003 HK$ million HK$ million HK$ million HK$ million — 52 4,052 3,433 39 32 39 32 39 84 4,091 3,465 (76) (86) 163 148 5 8 — 5 (3) (12)	Corporate and others Consolidated 2004 2003 2004 2003 HK$ million HK$ million HK$ million HK$ million — 52 4,052 3,433 39 32 39 32 39 84 4,091 3,465 (76) (86) 163 148 5 8 — 5 (3) (12)	Corporate and others Consolidated 2004 2003 2004 2003 HK$ million HK$ million HK$ million HK$ million — 52 4,052 3,433 39 32 39 32 39 84 4,091 3,465 (76) (86) 163 148 5 8 — 5 (3) (12)
3,906	3,224	146	157	39	84	4,091
225	215	14	19

— 31 —

FINANCIAL INFORMATION OF THE GROUP

APPENDIX II

Profit from operating activities Finance costs Share of loss of an associate Profit/(loss) before tax Tax Profit/(loss) before minority interests Minority interests Net profit/(loss) from ordinary activities attributable to shareholders Segment assets Interest in an associate Unallocated assets Total assets Segment liabilities Unallocated liabilities Total liabilities Other segment information: Capital expenditure Depreciation Amortisation Impairment losses recognised directly in the profit and loss account Other non-cash expenses	Telecom 2004 HK$ million — 2,499 — 982 229 102 30 — 87	products 2003 HK$ million — 2,335 — 940 149 92 30 — 42	Baby and health care products 2004 2003 HK$ million HK$ million — — 99 98 — — 43 37 20 6 3 3 — — — — 2 —	Corporate and others Consolidated 2004 2003 2004 2003 HK$ million HK$ million HK$ million HK$ million 165 149 (6) (8) (2) (200) (2) (200) 157 (59) (20) (12) 137 (71) (81) (47) 56 (118) 1,082 1,001 3,680 3,434 293 297 293 297 4 9 3,977 3,740 50 62 1,075 1,039 407 305 1,482 1,344 142 137 391 292 22 27 127 122 1 1 31 31 — 2 — 2 3 16 92 58

— 32 —

FINANCIAL INFORMATION OF THE GROUP

APPENDIX II

(b) Geographical segments

The following table presents revenue information for the Group’s geographical segments.

Group

Segment revenue: Sales to external customers Other revenue Total revenue	United States of America 2004 2003 HK$ million HK$ million 2,516 2,222 — — 2,516 2,222	United States of America 2004 2003 HK$ million HK$ million 2,516 2,222 — — 2,516 2,222	PRC, including HK 2004 2003 HK$ million HK$ million 701 637 39 32	PRC, including HK 2004 2003 HK$ million HK$ million 701 637 39 32	European Union 2004 2003 HK$ million HK$ million 139 119 — — 139 119	European Union 2004 2003 HK$ million HK$ million 139 119 — — 139 119	Others 2004 2003 HK$ million HK$ million 696 455 — — 696 455	Others 2004 2003 HK$ million HK$ million 696 455 — — 696 455	Consolidated 2004 2003 HK$ million HK$ million 4,052 3,433 39 32 4,091 3,465	Consolidated 2004 2003 HK$ million HK$ million 4,052 3,433 39 32 4,091 3,465
	2,516	2,222	740	669	139	119	696	455	4,091	3,465

Over 90% of the Group’s assets are located in Hong Kong and the Mainland of the People’s Republic of China (the ‘‘PRC’’). Accordingly, no separate analysis of assets by geographical segment is presented.

5. TURNOVER

Turnover represents the net invoiced value of goods sold, after allowances for returns and trade discounts and the value of services rendered.

Revenue from the following activities has been included in turnover:

Manufacture and sale of telecom products Manufacture and sale of baby and health care products Provision of multimedia content and services, and magazine publishing Interest income	2004 HK$ million 3,906 146 — 5 4,057	2003 HK$ million 3,224 157 52 8
		3,441

— 33 —

FINANCIAL INFORMATION OF THE GROUP

APPENDIX II

6. PROFIT FROM OPERATING ACTIVITIES

The Group’s profit from operating activities is arrived at after charging:

Notes
Cost of inventories sold
Depreciation
14
Minimum lease payments under operating leases in respect of land
and buildings
Research and development costs:
Deferred expenditure amortised
15
Current year expenditure
15
Amortisation of goodwill
16
Auditors’ remuneration
Staff costs (excluding directors’ remuneration — note 8)
Wages and salaries
Pension scheme contributions
Less:
Amount capitalised in deferred development costs
Bad and doubtful debt provisions on trade receivables
Provisions for and write off of prepayment and other
receivables
Loss/(gain) on disposal of fixed assets, net
Write off of fixed assets
14
Write off of deferred development costs
15
Provision for slow-moving and obsolete inventories
Impairment of fixed assets
Net (gain)/loss on disposal/deemed disposal of subsidiaries
Net unrealised holding losses on short term investments
Deficit on revaluation of investment properties*
and after crediting:
Gross rental income from investment properties
Exchange gains, net
Net realised gains on disposal of short term investments

Group
2004
2003
HK$ million
HK$ million
3,563
2,890
127
122
3
5
30
30
50
47
1
1
6
5
356
297
3
5
(28)
(22)
331
280
3
—
33
—
(1)
1
2
18
15
15
36
8
—
2
(10)
12
—
1
—
3
—
1
9
—
—
5

The amortisation of deferred development expenditure and provision for slow-moving and obsolete stocks are included in ‘‘Cost of sales’’ on the face of the consolidated profit and loss account.
** Included in ‘‘Other operating expenses’’ or ‘‘Other revenue and gains’’ on the face of the consolidated profit and loss account.
*** The effect of forfeited contributions on the Group’s contributions to the pension schemes for the year, and the amounts of forfeited contributions available to reduce contributions in future years, were not material.

— 34 —

FINANCIAL INFORMATION OF THE GROUP

APPENDIX II

7. FINANCE COSTS

Interest on bank loans and overdrafts wholly repayable within five years Interest on bank loans wholly repayable after five years Interest on convertible notes	Group 2004 2003 HK$ million HK$ million 3 3 3 4 — 1 6 8	Group 2004 2003 HK$ million HK$ million 3 3 3 4 — 1 6 8
		8

8. DIRECTORS’ REMUNERATION

Directors’ remuneration for the year, disclosed pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ‘‘Listing Rules’’) and Section 161 of the Hong Kong Companies Ordinance, is as follows:

Fees: Executive directors Independent non-executive directors Executive directors’ other emoluments: Salaries, allowances and benefits in kind Performance related bonuses Pension scheme contributions	Group 2004 2003 HK$ million HK$ million — — 1 — 1 — 18 14 13 12 1 1 32 27 33 27	Group 2004 2003 HK$ million HK$ million — — 1 — 1 — 18 14 13 12 1 1 32 27 33 27
		—
		14 12 1
		27
		27

The number of directors whose remuneration fell within the following bands is as follows:

Nil–HK$1,000,000 HK$3,500,001–HK$4,000,000 HK$6,000,001–HK$6,500,000 HK$6,500,001–HK$7,000,000 HK$8,500,001–HK$9,000,000 HK$17,000,001–HK$17,500,000	Number of 2004 4 — 1 — 1 1 7	directors 2003 4 1 — 1 — 1
		7

There was no arrangement under which a director waived or agreed to waive any remuneration during the year.

During the prior year, certain directors were granted share options in respect of their services to the Group under the share option scheme of the Company, and the details of which are set out in note 33 to the financial statements. No value in respect of the share options granted during the prior year has been charged to the profit and loss account, or is otherwise, included in the above directors’ remuneration disclosures.

— 35 —

FINANCIAL INFORMATION OF THE GROUP

APPENDIX II

9. FIVE HIGHEST PAID EMPLOYEES

The five highest paid employees during the year included three (2003: three) directors, details of whose remuneration are set out in note 8 above. Details of the remuneration of the remaining two (2003: two) non-director, highest paid employees for the year are as follows:

Salaries, allowances and benefits in kind Performance related bonuses Pension scheme contributions	Group 2004 2003 HK$ million HK$ million 5 6 3 2 — — 8 8	Group 2004 2003 HK$ million HK$ million 5 6 3 2 — — 8 8
		8

The number of the non-director, highest paid employees fell within the following bands is as follows:

HK$2,500,001–HK$3,000,000 HK$3,000,001–HK$3,500,000 HK$4,000,001–HK$4,500,000 HK$5,500,001–HK$6,000,000	Number of employees 2004 2003 1 — — 1 — 1 1 — 2 2	Number of employees 2004 2003 1 — — 1 — 1 1 — 2 2
		2

During the prior year, share options were granted to the non-director, highest paid employees in respect of their services to the Group, further details of which are included in the disclosures in note 33 to the financial statements. No value in respect of the share options granted during the prior year has been charged to the profit and loss account, or is otherwise, included in the above non-director, highest paid employees’ remuneration disclosures.

10. TAX

Hong Kong profits tax has been provided at the rate of 17.5% (2003: 17.5%) on the estimated assessable profits arising in Hong Kong during the year. Taxes on profits assessable elsewhere have been calculated at the rates of tax prevailing in the countries in which the Group operates, based on existing legislation, interpretations and practices in respect thereof.

— 36 —

FINANCIAL INFORMATION OF THE GROUP

APPENDIX II

Certain PRC subsidiaries of the Group, which are categorised as wholly foreign-owned enterprises, are entitled to preferential tax treatments including full exemption from the PRC income tax for two years starting from their first profit-making year followed by a 50% reduction for the next three consecutive years.

Group: Current — Hong Kong: Charge for the year Overprovision in prior years Current — Elsewhere Deferred — note 31 Share of tax attributable to an associate Total tax charge for the year	Group 2004 2003 HK$ million HK$ million 14 14 (3) — 4 5 3 (6) 18 13 2 (1) 20 12

A reconciliation of the tax expense applicable to loss before tax using the statutory rates for the countries in which the Company and the majority of its subsidiaries and associate are domiciled to the tax expense at the effective tax rates, and a reconciliation of the applicable rates (i.e., the statutory tax rates) to the effective tax rates, are as follows:

Group — 2004

Profit/(loss) before tax Tax at the statutory or appropriate tax rate Higher/(lower) tax rate for specific provinces or local authority Adjustments in respect of current tax of previous periods Income not subject to tax Expenses not deductible for tax Tax losses utilised from previous periods Tax losses not recognised Tax exemption Tax charge at the Group’s effective rate	Hong Kong HK$ million % (33.2) (5.8) 17.5 — — (2.8) 8.4 (85.5) 258.4 106.6 (321.9) (2.5) 7.5 1.6 (4.8) — — 11.6 (34.9)	The PRC, excluding Hong Kong HK$ million % 190.6 45.7 24.0 (22.0) (11.5) — — (6.8) (3.6) 25.3 13.3 1.4 0.7 5.6 2.9 (40.7) (21.4) 8.5 4.4	Total HK$ million % 157.4 39.9 25.4 (22.0) (14.0) (2.8) (1.8) (92.3) (58.6) 131.9 83.8 (1.1) (0.7) 7.2 4.6 (40.7) (25.9) 20.1 12.8

— 37 —

APPENDIX II

FINANCIAL INFORMATION OF THE GROUP

Group — 2003

Profit/(loss) before tax Tax at the statutory or appropriate tax rate Income not subject to tax Expenses not deductible for tax Tax losses recognised Tax losses not recognised Tax exemption Tax charge at the Group’s effective rate	Hong Kong HK$ million % (290) (51) 17.5 (3) 1.0 57 (19.6) (6) 2.1 11 (3.8) — — 8 (2.8)	The PRC, excluding Hong Kong HK$ million % 231 55 24.0 (48) (20.8) 5 2.1 — — — — (8) (3.6) 4 1.7	Total HK$ million % (59) 4 (6.8) (51) 86.5 62 (105.1) (6) 10.2 11 (18.6) (8) 13.5 12 (20.3)	Total HK$ million % (59) 4 (6.8) (51) 86.5 62 (105.1) (6) 10.2 11 (18.6) (8) 13.5 12 (20.3)
				(20.3)

11. NET PROFIT FROM ORDINARY ACTIVITIES ATTRIBUTABLE TO SHAREHOLDERS

The net profit from ordinary activities attributable to shareholders for the year ended 31 December 2004 dealt with in the financial statements of the Company, was approximately HK$92 million (2003: net loss of HK$195 million). The Group’s share of loss for the year retained by the associate amounted to HK$4 million (2003: HK$199 million).

12. DIVIDENDS

Paid special interim — HK$0.10 (2003: Nil) per ordinary share Paid interim — HK$0.010 (2003: HK$0.015) per ordinary share Proposed final — HK$0.020 (2003: HK$0.015) per ordinary share Total	2004 HK$ million 42 4 8 12 54	2003 HK$ million —
		6 6
		12
		12

The proposed final dividend for the year is subject to the approval of the Company’s shareholders at the forthcoming annual general meeting.

13. EARNINGS/(LOSS) PER SHARE

The calculation of basic earnings/(loss) per share is based on the net profit/(loss) attributable to shareholders for the year of approximately HK$56 million (2003: loss of HK$118 million), and the weighted average number of 422,149,984 (2003: 422,105,230) ordinary shares in issue during the year.

The calculation of diluted earnings per share is based on the net profit attributable to shareholders for the year of approximately HK$56 million. The weighted average number of ordinary shares used in the calculation of diluted earnings per share is 436,854,031 which includes the weighted average number of 422,149,984 ordinary shares in issue during the year, as used in the basic earnings per share calculation, and the weighted average of 14,704,047 ordinary shares assumed to have been issued at no consideration on the deemed exercise of all share options during the year.

The diluted loss per share amount for the year ended 31 December 2003 is not shown as the potential ordinary shares outstanding during that year had an anti-dilutive effect on the basic loss per share for that year.

— 38 —

FINANCIAL INFORMATION OF THE GROUP

APPENDIX II

14. FIXED ASSETS

Group

Investment properties Leasehold land and buildings Plant and machinery Tools, moulds and equipment Furniture and office equipment Motor vehicles Const in p HK$ million HK$ million HK$ million HK$ million HK$ million HK$ million HK$ Cost or valuation: At 1 January 2004 7 1,578 307 126 123 19 Additions 95 33 83 27 10 5 Disposals (1) (105) (1) (3) (1) (2) Write off — — — — (4) — Disposal of subsidiaries — — (2) — (3) — Reclassification — 49 — — — — At 31 December 2004 101 1,555 387 150 125 22 Analysis of cost or valuation: At cost — 1,555 387 150 125 22 At 31 December 2004 valuation 101 — — — — — 101 1,555 387 150 125 22 Accumulated depreciation and impairment: At 1 January 2004 — 345 162 72 73 11 Depreciation provided during the year — 48 44 20 12 3 Disposals — (22) (1) (1) (3) (1) Write off — — — — (2) — Disposal of subsidiaries — — (1) — (1) — At 31 December 2004 — 371 204 91 79 13 Net book value: At 31 December 2004 101 1,184 183 59 46 9 At 31 December 2003 7 1,233 145 54 50 8 Company Cost: At 1 January 2004 and at 31 December 2004 Accumulated depreciation: At 1 January 2004 Depreciation provided during the year At 31 December 2004 Net book value: At 31 December 2004 and 31 December 2003	Investment properties Leasehold land and buildings Plant and machinery Tools, moulds and equipment Furniture and office equipment Motor vehicles Const in p HK$ million HK$ million HK$ million HK$ million HK$ million HK$ million HK$ Cost or valuation: At 1 January 2004 7 1,578 307 126 123 19 Additions 95 33 83 27 10 5 Disposals (1) (105) (1) (3) (1) (2) Write off — — — — (4) — Disposal of subsidiaries — — (2) — (3) — Reclassification — 49 — — — — At 31 December 2004 101 1,555 387 150 125 22 Analysis of cost or valuation: At cost — 1,555 387 150 125 22 At 31 December 2004 valuation 101 — — — — — 101 1,555 387 150 125 22 Accumulated depreciation and impairment: At 1 January 2004 — 345 162 72 73 11 Depreciation provided during the year — 48 44 20 12 3 Disposals — (22) (1) (1) (3) (1) Write off — — — — (2) — Disposal of subsidiaries — — (1) — (1) — At 31 December 2004 — 371 204 91 79 13 Net book value: At 31 December 2004 101 1,184 183 59 46 9 At 31 December 2003 7 1,233 145 54 50 8 Company Cost: At 1 January 2004 and at 31 December 2004 Accumulated depreciation: At 1 January 2004 Depreciation provided during the year At 31 December 2004 Net book value: At 31 December 2004 and 31 December 2003	Investment properties Leasehold land and buildings Plant and machinery Tools, moulds and equipment Furniture and office equipment Motor vehicles Const in p HK$ million HK$ million HK$ million HK$ million HK$ million HK$ million HK$ Cost or valuation: At 1 January 2004 7 1,578 307 126 123 19 Additions 95 33 83 27 10 5 Disposals (1) (105) (1) (3) (1) (2) Write off — — — — (4) — Disposal of subsidiaries — — (2) — (3) — Reclassification — 49 — — — — At 31 December 2004 101 1,555 387 150 125 22 Analysis of cost or valuation: At cost — 1,555 387 150 125 22 At 31 December 2004 valuation 101 — — — — — 101 1,555 387 150 125 22 Accumulated depreciation and impairment: At 1 January 2004 — 345 162 72 73 11 Depreciation provided during the year — 48 44 20 12 3 Disposals — (22) (1) (1) (3) (1) Write off — — — — (2) — Disposal of subsidiaries — — (1) — (1) — At 31 December 2004 — 371 204 91 79 13 Net book value: At 31 December 2004 101 1,184 183 59 46 9 At 31 December 2003 7 1,233 145 54 50 8 Company Cost: At 1 January 2004 and at 31 December 2004 Accumulated depreciation: At 1 January 2004 Depreciation provided during the year At 31 December 2004 Net book value: At 31 December 2004 and 31 December 2003	Investment properties Leasehold land and buildings Plant and machinery Tools, moulds and equipment Furniture and office equipment Motor vehicles Const in p HK$ million HK$ million HK$ million HK$ million HK$ million HK$ million HK$ Cost or valuation: At 1 January 2004 7 1,578 307 126 123 19 Additions 95 33 83 27 10 5 Disposals (1) (105) (1) (3) (1) (2) Write off — — — — (4) — Disposal of subsidiaries — — (2) — (3) — Reclassification — 49 — — — — At 31 December 2004 101 1,555 387 150 125 22 Analysis of cost or valuation: At cost — 1,555 387 150 125 22 At 31 December 2004 valuation 101 — — — — — 101 1,555 387 150 125 22 Accumulated depreciation and impairment: At 1 January 2004 — 345 162 72 73 11 Depreciation provided during the year — 48 44 20 12 3 Disposals — (22) (1) (1) (3) (1) Write off — — — — (2) — Disposal of subsidiaries — — (1) — (1) — At 31 December 2004 — 371 204 91 79 13 Net book value: At 31 December 2004 101 1,184 183 59 46 9 At 31 December 2003 7 1,233 145 54 50 8 Company Cost: At 1 January 2004 and at 31 December 2004 Accumulated depreciation: At 1 January 2004 Depreciation provided during the year At 31 December 2004 Net book value: At 31 December 2004 and 31 December 2003	Investment properties Leasehold land and buildings Plant and machinery Tools, moulds and equipment Furniture and office equipment Motor vehicles Const in p HK$ million HK$ million HK$ million HK$ million HK$ million HK$ million HK$ Cost or valuation: At 1 January 2004 7 1,578 307 126 123 19 Additions 95 33 83 27 10 5 Disposals (1) (105) (1) (3) (1) (2) Write off — — — — (4) — Disposal of subsidiaries — — (2) — (3) — Reclassification — 49 — — — — At 31 December 2004 101 1,555 387 150 125 22 Analysis of cost or valuation: At cost — 1,555 387 150 125 22 At 31 December 2004 valuation 101 — — — — — 101 1,555 387 150 125 22 Accumulated depreciation and impairment: At 1 January 2004 — 345 162 72 73 11 Depreciation provided during the year — 48 44 20 12 3 Disposals — (22) (1) (1) (3) (1) Write off — — — — (2) — Disposal of subsidiaries — — (1) — (1) — At 31 December 2004 — 371 204 91 79 13 Net book value: At 31 December 2004 101 1,184 183 59 46 9 At 31 December 2003 7 1,233 145 54 50 8 Company Cost: At 1 January 2004 and at 31 December 2004 Accumulated depreciation: At 1 January 2004 Depreciation provided during the year At 31 December 2004 Net book value: At 31 December 2004 and 31 December 2003	Investment properties Leasehold land and buildings Plant and machinery Tools, moulds and equipment Furniture and office equipment Motor vehicles Const in p HK$ million HK$ million HK$ million HK$ million HK$ million HK$ million HK$ Cost or valuation: At 1 January 2004 7 1,578 307 126 123 19 Additions 95 33 83 27 10 5 Disposals (1) (105) (1) (3) (1) (2) Write off — — — — (4) — Disposal of subsidiaries — — (2) — (3) — Reclassification — 49 — — — — At 31 December 2004 101 1,555 387 150 125 22 Analysis of cost or valuation: At cost — 1,555 387 150 125 22 At 31 December 2004 valuation 101 — — — — — 101 1,555 387 150 125 22 Accumulated depreciation and impairment: At 1 January 2004 — 345 162 72 73 11 Depreciation provided during the year — 48 44 20 12 3 Disposals — (22) (1) (1) (3) (1) Write off — — — — (2) — Disposal of subsidiaries — — (1) — (1) — At 31 December 2004 — 371 204 91 79 13 Net book value: At 31 December 2004 101 1,184 183 59 46 9 At 31 December 2003 7 1,233 145 54 50 8 Company Cost: At 1 January 2004 and at 31 December 2004 Accumulated depreciation: At 1 January 2004 Depreciation provided during the year At 31 December 2004 Net book value: At 31 December 2004 and 31 December 2003	ruction rogress Total million HK$ million — 2,160 88 341 — (113) — (4) — (5) (49) — 39 2,379 39 2,278 — 101 39 2,379 — 663 — 127 — (28) — (2) — (2) — 758 39 1,621 — 1,497 Furniture and office equipment HK$ million 1 — — — 1
101	1,555	387	150	125	22	39
— 101	1,555 —	387 —	150 —	125 —	22 —	39 —
101	1,555	387	150	125	22	39
— — — — —						— — — — —
—	371	204	91	79	13	—
101	1,184	183	59	46	9	39
7	1,233	145	54	50	8	—

The net book value of the fixed assets of the Group held under finance leases included in the total amounts of plant and machinery, tools, moulds and equipment and motor vehicles as at 31 December 2004, amounted to approximately HK$14,000,000 (2003: Nil), nil (2003: HK$1,600,000) and HK$2,400,000 (2003: HK$1,900,000), respectively.

— 39 —

FINANCIAL INFORMATION OF THE GROUP

APPENDIX II

The Group’s land and buildings included above are held under the following lease terms:

Long term leases Medium term leases	Hong Kong HK$ million 97 56 153	Elsewhere HK$ million — 1,031 1,031	Total HK$ million 97 1,087
			1,184

The Group’s investment properties are situated in Hong Kong and held under long term leases.

The Group’s investment properties were revalued on 31 December 2004 by Grant Sherman Appraisal Limited, independent professionally qualified valuers, on an open market, existing use basis.

15. INTANGIBLE ASSETS

Group

Cost: At 1 January 2004 Additions Write off At 31 December 2004 Accumulated amortisation: At 1 January 2004 Amortisation provided during the year Write off At 31 December 2004 Net book value: At 31 December 2004 At 31 December 2003	Deferred development costs HK$ million 85 50 (36)
	99
	62 30 (21)
	71
	28
	23

— 40 —

FINANCIAL INFORMATION OF THE GROUP

APPENDIX II

16. GOODWILL

The amounts of the goodwill capitalised as an asset or recognised in the consolidated balance sheet, arising from the acquisition of subsidiaries, are as follows:

Group Cost: At 1 January 2004 Acquisition of minority interests in subsidiaries Disposal of subsidiaries (note 35(b)) At 31 December 2004 Accumulated amortisation: At 1 January 2004 Amortisation provided during the year At 31 December 2004 Net book value: At 31 December 2004 At 31 December 2003	HK$ million 27 14 (11) 30 1 1 2 28 26

As detailed in note 3 to the financial statements, on the adoption of SSAP 30 in 2001, the Group applied the transitional provision of SSAP 30 that permitted goodwill in respect of acquisitions which occurred prior to the adoption of the SSAP, to remain eliminated against consolidated reserves.

The net amount of goodwill remaining in consolidated reserves, arising from the acquisition of subsidiaries and an associate prior to the adoption of SSAP 30 in 2001, was approximately HK$103,000,000 as at 1 January 2004 and 31 December 2004, respectively. The net amount of goodwill is stated at its cost of HK$783,000,000, less cumulative impairment of approximately HK$680,000,000 which arose in the prior years.

17. INTERESTS IN SUBSIDIARIES

Unlisted shares, at cost Due from subsidiaries Due to subsidiaries Provision for impairment	Company 2004 2003 HK$ million HK$ million 113 424 3,993 4,118 (641) (600) 3,465 3,942 (1,602) (2,102) 1,863 1,840

The balances with the subsidiaries are unsecured, interest-free and are repayable on demand.

— 41 —

APPENDIX II

FINANCIAL INFORMATION OF THE GROUP

Particulars of the principal subsidiaries are as follows:

	Place of	Nominal value	Percentage of equity	Percentage of equity
	incorporation/	of issued	attributable to	the
	registration and	ordinary share/	Company		Principal
Name	operations	registered capital	Direct Indirect		activities
CCT Marketing Limited	British Virgin	US$1 Ordinary	—	34.5#	Trading of
	Islands/				telecom products
	Hong Kong
CCT Telecom (HK)	Hong Kong	HK$2,600,000	—	34.5#	Sourcing of
Limited		Ordinary			telecom products
CCT Tech International	Bermuda/	HK$159,384,226	—	34.5#	Investment
Limited	Hong Kong	Ordinary			holding
(‘‘CCT Tech’’)@
Electronic Sales Limited	Hong Kong	HK$5,948,000	—	100	Sale of
		Ordinary			telecom products
Goldbay Investments	Hong Kong	HK$2 Ordinary	—	100	Property holding
Limited
Huge Partner Limited	Hong Kong	HK$10,000	—	100	Property holding
		Ordinary
Neptune Holding	Hong Kong	HK$10,000,000	—	100	Trading of
Limited		Non-voting* class			plastic casings
		‘A’ shares			and parts
		HK$1,000,000
		Voting class ‘B’
		shares
Wiltec Industries	Hong Kong	HK$100 Ordinary	—	100	Sale of
Limited		HK$1,000,000			baby care
		Deferred**			products
Huiyang CCT	People’s	HK$80,000,000	—	34.5#	Manufacturing of
Telecommunications	Republic of	Registered^			telecom products
Products Co., Ltd.	China
Huiyang CCT Plastic	People’s	HK$48,600,000	—	100	Manufacturing of
Products Co., Ltd.	Republic of	Registered^			plastic casings
	China				and parts

The non-voting shares carry no rights to dividends and no rights to vote at general meetings.
** The non-voting deferred shares carry no rights to dividends, to receive notice of or to attend or vote at any general meeting of the company or to participate in any distribution on winding-up.
@ Listed on The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’).
^ Registered as a wholly foreign-owned enterprise under the PRC law.
These companies are accounted for as subsidiaries by virtue of the Company’s control over them.

— 42 —

APPENDIX II

FINANCIAL INFORMATION OF THE GROUP

The above table lists the subsidiaries of the Company which, in the opinion of the directors, principally affected the results for the year or formed a substantial portion of the net assets of the Group. To give details of other subsidiaries would, in the opinion of the directors, result in particulars of excessive length.

18. INTEREST IN AN ASSOCIATE

Share of net assets Unrealised profits arising from the disposal of subsidiaries (Note) Market value of listed shares as at 31 December	Group 2004 2003 HK$ million HK$ million 524 543 (231) (246) 293 297 1,326 1,282

Note: These unrealised profits arose from the Group’s disposal of certain subsidiary companies to an associate at a gain in the prior year. The attributable amount of unrealised profits is released to the consolidated profit and loss account to the extent that the corresponding goodwill recorded by the associate is amortised or impaired.

Particulars of the associate, held indirectly through subsidiaries, are as follows:

				Percentage	of
				ownership interest
		Place of	Nominal value	attributable to the
	Business	incorporation	of issued share	Group		Principal
Name	structure	and operations	capital	2004	2003	activities
Haier Electronics	Corporate	Bermuda/	HK$996,402,795	43.6	43.6	Investment
Group Co., Ltd.		Hong Kong	Ordinary			holding
(formerly Haier-
CCT Holdings
Limited) (‘‘Haier
Electronics’’)*

Listed on the Stock Exchange.

Included in the Group’s share of the net assets of its associate is the share of net assets of Haier Electronics which, in the opinion of the directors, is material in the context of the Group’s financial statements. Details of the net assets of Haier Electronics and its subsidiaries (collectively referred to as the ‘‘Haier Electronics Group’’) and their respective results are set out below:

Non-current assets Current assets Current liabilities Minority interests	As at 31 December 2004 HK$ million 1,136 1,065 (912) (86) 1,203	As at 31 December 2003 HK$ million 1,144 1,197 (1,019) (76) 1,246

— 43 —

FINANCIAL INFORMATION OF THE GROUP

APPENDIX II

Turnover Loss before tax Tax Loss before minority interests Minority interests Net loss from ordinary activities attributable to shareholders	Year ended 31 December 2004 HK$ million 3,153 (27) (4) (31) (11) (42)	Year ended 31 December 2003 HK$ million 1,665 (866) 2 (864) 8 (856)

The above amounts are extracted from the published audited financial statements of Haier Electronics for the year ended 31 December 2004.

19. OTHER ASSETS

Club memberships, at cost Provision for impairment 20. INVESTMENTS Long term investments Unlisted equity investments, at cost Provision for impairment Short term investments Listed equity investments, at market value: Hong Kong	Group 2004 2003 HK$ million HK$ million 14 14 (2) (2) 12 12 Group 2004 2003 HK$ million HK$ million 317 317 (313) (313) 4 4 3 3

— 44 —

APPENDIX II

FINANCIAL INFORMATION OF THE GROUP

As at 31 December 2004, the number of shares of the following companies held by the Group exceeded 20% of their respective total issued shares:

	Place of	Description and	Percentage
Name	incorporation	value of shares held	holding
Tradeeasy Holdings Limited*	Cayman Islands	HK$4,201,183	22.2
		Ordinary
Sendo Holdings PLC	United Kingdom	GBP31,526,000	32.1
		Ordinary
		GBP31,474,000
		Preference

Listed on the Growth Enterprise Market of the Stock Exchange.

21. INVENTORIES

Raw materials Work in progress Finished goods	Group 2004 2003 HK$ million HK$ million 67 45 50 47 98 86 215 178	Group 2004 2003 HK$ million HK$ million 67 45 50 47 98 86 215 178
		178

The carrying amount of inventories carried at net realisable value included in the above balance was HK$18 million (2003: Nil) as at the balance sheet date.

22. TRADE AND BILLS RECEIVABLES

An aged analysis of the trade and bills receivables as at the balance sheet date is as follows:

Current to 30 day 31 to 60 days 61 to 90 days Over 90 days	Group 2004 2003 Balance Percentage Balance Percentage HK$ million HK$ million HK$ million HK$ million 302 38 274 42 264 33 199 30 216 27 164 25 12 2 18 3 794 100 655 100	Group 2004 2003 Balance Percentage Balance Percentage HK$ million HK$ million HK$ million HK$ million 302 38 274 42 264 33 199 30 216 27 164 25 12 2 18 3 794 100 655 100
		100

The Group allows an average credit period of 30–90 days to its trade customers.

— 45 —

FINANCIAL INFORMATION OF THE GROUP

APPENDIX II

23. PREPAYMENTS, DEPOSITS AND OTHER RECEIVABLES

Prepayments Deposits and other receivables	Group 2004 2003 HK$ million HK$ million 4 36 22 27 26 63	Company 2004 2003 HK$ million HK$ million — — 3 3 3 3	Company 2004 2003 HK$ million HK$ million — — 3 3 3 3
			3

24. CASH AND CASH EQUIVALENTS AND PLEDGED TIME DEPOSITS

Cash and bank balances Time deposits Less: Time deposits pledged for bank borrowings	Group 2004 2003 HK$ million HK$ million 398 379 551 594 949 973 (117) (100) 832 873	Company 2004 2003 HK$ million HK$ million 33 18 374 361 407 379 (16) — 391 379	Company 2004 2003 HK$ million HK$ million 33 18 374 361 407 379 (16) — 391 379
			379 —
			379

At the balance sheet date, the cash and bank balances of the Group denominated in Renminbi (‘‘RMB’’) amounted to HK$15 million (2003: HK$13 million). The RMB is not freely convertible into other currencies, however, under Mainland China’s Foreign Exchange Control Regulations and Administration of Settlement, Sale and Payment of Foreign Exchange Regulations, the Group is permitted to exchange RMB for other currencies through banks authorised to conduct foreign exchange business.

25. TRADE AND BILLS PAYABLES

An aged analysis of the trade and bills payables as at the balance sheet date is as follows:

Current to 30 days 31 to 60 days 61 to 90 days Over 90 days	Group 2004 2003 Balance Percentage Balance Percentage HK$ million HK$ million HK$ million HK$ million 249 28 212 25 179 20 227 27 196 22 164 20 273 30 238 28 897 100 841 100	Group 2004 2003 Balance Percentage Balance Percentage HK$ million HK$ million HK$ million HK$ million 249 28 212 25 179 20 227 27 196 22 164 20 273 30 238 28 897 100 841 100
		100

26. OTHER PAYABLES AND ACCRUALS

Other payables Accruals	Group 2004 2003 HK$ million HK$ million 62 67 116 131 178 198	Company 2004 2003 HK$ million HK$ million — — 6 5 6 5	Company 2004 2003 HK$ million HK$ million — — 6 5 6 5
			5

— 46 —

FINANCIAL INFORMATION OF THE GROUP

APPENDIX II

27. INTEREST-BEARING BANK AND OTHER BORROWINGS

Notes Current portion of bank loans 28 Current portion of finance lease payables 29	Group 2004 2003 HK$ million HK$ million 145 129 5 1 150 130	Company 2004 2003 HK$ million HK$ million 10 — — — 10 —	Company 2004 2003 HK$ million HK$ million 10 — — — 10 —
			—

28. INTEREST-BEARING BANK LOANS, SECURED

Bank loans repayable: Within one year or on demand In the second year In the third to fifth years, inclusive Beyond five years Portion classified as current liabilities — note 27 Non-current portion	Group 2004 2003 HK$ million HK$ million 145 129 42 18 63 44 71 62 321 253 (145) (129) 176 124	Company 2004 2003 HK$ million HK$ million 10 — — — — — — — 10 — (10) — — —	Company 2004 2003 HK$ million HK$ million 10 — — — — — — — 10 — (10) — — —
			— —
			—

29. FINANCE LEASE PAYABLES

The Group leases certain of its motor vehicles, machinery and office equipment for business use. These leases are classified as finance leases and have remaining lease terms ranging from one to five years.

At the balance sheet date, the total future minimum lease payments under finance leases and their present value were as follows:

Group

Amounts payable: Within one year In the second year In the third to fifth years, inclusive Total minimum finance lease payments Future finance charges Total net finance lease payables Portion classified as current liabilities — note 27 Non-current portion	Minimum lease payments 2004 HK$ million 5 5 3 13 — 13 (5) 8	Minimum lease payments 2003 HK$ million 1 1 — 2 — 2 (1) 1	Present value of minimum lease payments 2004 HK$ million 5 5 3 13	Present value of minimum lease payments 2003 HK$ million 1 1 —
				2

— 47 —

FINANCIAL INFORMATION OF THE GROUP

APPENDIX II

30. CONVERTIBLE NOTES

2004 Convertible notes — note (a) 2005 Convertible notes — note (b) 2005 Convertible notes — note (c) Portion classified as current liabilities Non-current portion	Group 2004 2003 HK$ million HK$ million — 8 — 10 45 — 45 18 (45) (8) — 10

Notes:

(a) On 19 July 2002, CCT Technology Holdings Limited, an indirect non-wholly owned subsidiary of the Company, issued convertible notes with an aggregate principal amount of HK$20 million to an independent third party and which were subsequently replaced by the convertible notes in the same amount issued by CCT Tech on 4 November 2002. The convertible notes provide the holder the option right to convert the principal amount into ordinary shares of CCT Tech of HK$0.01 each on any business day until five business days prior to the maturity of the convertible notes at a conversion price of HK$0.01 per share.

The principal amounts of the convertible notes bear interest at 5% per annum and the convertible notes will mature on the second anniversary of the date of their issue.

In June 2003, the convertible notes with a principal amount of HK$12 million were converted into 1,200,000,000 shares of CCT Tech of HK$0.01 each at conversion price of HK$0.01 per share.

In July 2004, the remaining convertible notes with a principal amount of HK$8 million were converted into 800,000,000 shares of CCT Tech of HK$0.01 each at conversion price of HK$0.01 per share.

(b) On 14 May 2003, CCT Tech issued convertible notes with an aggregate principal amount of HK$21 million through a placing agent to several independent placees. The convertible notes provide the holders the option right to convert the principal amount into ordinary shares of CCT Tech at HK$0.01 each on any business day until five business days prior to the maturity of the convertible notes at a conversion price of HK$0.01 per share.

The principal amounts of the convertible notes bear interest at 2% per annum and the convertible notes will mature on the second anniversary of the date of their issue.

In June 2003, the convertible notes with a principal amount of HK$11 million were converted into 1,100,000,000 shares of CCT Tech of HK$0.01 each at a conversion price of HK$0.01 per share.

In 2004, the remaining convertible notes with a principal amount of HK$10 million were converted into 1,000,000,000 shares of CCT Tech of HK$0.01 each at conversion price of HK$0.01 per share.

(c) On 2 March 2004, the Company entered into a sale and purchase agreement under which the Company agreed to sell to New Capital Industrial Limited, a company controlled by Mr. Mak Shiu Tong, Clement, the chairman and a director of the Company, and his family members, the zero coupon convertible note in the principal amount of HK$45 million due 2005 (issued to an indirect wholly-owned subsidiary of the Company by CCT Tech) for a cash consideration of HK$45 million. This transaction was approved by the independent shareholders of the Company on 15 April 2004 and was completed on 26 April 2004.

As at 31 December 2004, the outstanding principal amount of the zero coupon convertible note at a conversion price of HK$0.01 per CCT Tech’s share was HK$45 million and will mature on 17 May 2005.

— 48 —

APPENDIX II

FINANCIAL INFORMATION OF THE GROUP

31. DEFERRED TAX

The movement in deferred tax liabilities and assets during the year is as follows:

Deferred tax liabilities

Group

At 1 January 2004 Deferred credited to the profit and loss account during the year — note 10 Gross deferred tax liabilities at 31 December 2004	2004 Accelerated tax depreciation HK$ million 7 (2)
	5

Deferred tax assets

Group

At 1 January 2004 Deferred tax charged to the profit and loss account during the year — note 10 Gross deferred tax assets at 31 December 2004 Net deferred tax liabilities at 31 December 2004	2004 Losses available for offset against future taxable profit HK$ million 9 (5)
	4
	(1)

Deferred tax liabilities

Group

At 1 January 2003 Deferred tax credited to the profit and loss account during the year — note 10 Gross deferred tax liabilities at 31 December 2003	2003 Accelerated tax depreciation HK$ million 7 —
	7

— 49 —

FINANCIAL INFORMATION OF THE GROUP

APPENDIX II

Deferred tax assets

Group

At 1 January 2003 Deferred tax credited to the profit and loss account during the year — note 10 Gross deferred tax assets at 31 December 2003 Net deferred tax assets at 31 December 2003	2003 Losses available for offset against future taxable profit HK$ million 3 6
	9
	2

The Group has tax losses arising in Hong Kong of HK$242 million (2003: HK$281 million) that are available indefinitely for offsetting against future taxable profits of the companies in which the losses arose. Deferred tax assets have not been recognised in respect of these losses as they have arisen in subsidiaries that have been loss-making for some time.

At 31 December 2004, there is no significant unrecognised deferred tax liability (2003: Nil) for taxes that would be payable on the unremitted earnings of certain of the Group’s subsidiaries and associate as the Group has no liability to additional tax should such amounts be remitted.

There are no income tax consequences attaching to the payment of dividends by the Company to its shareholders.

32. SHARE CAPITAL

Authorised: 2,000,000,000 (2003: 2,000,000,000) ordinary shares of HK$0.10 (2003: HK$0.10) each Issued and fully paid: 422,525,230 (2003: 422,105,230) ordinary shares of HK$0.10 (2003: HK$0.10) each	Company 2004 2003 HK$ million HK$ million 200 200 42 42	Company 2004 2003 HK$ million HK$ million 200 200 42 42
		42

A summary of the transactions involving the Company’s issued ordinary share capital during the year is as follows:

At 1 January 2004 Exercise of share options At 31 December 2004	Number of ordinary shares of HK$0.10 each 422,105,230 420,000 422,525,230	Issued share capital HK$ million 42 —
		42

— 50 —

FINANCIAL INFORMATION OF THE GROUP

APPENDIX II

Share options

Details of the Company’s share option scheme and the share options issued under the scheme are included in note 33 to the financial statements.

33. SHARE OPTION SCHEME

A share option scheme was adopted by the Company on 28 February 2002 (the ‘‘Share Option Scheme’’) to comply with the new amendments to the Listing Rules in respect of the share option schemes of a listed company. Unless otherwise cancelled or amended, the Share Option Scheme will remain in force for 10 years from the date of the adoption. As at 31 December 2004, there were 41,780,000 share options outstanding under the Share Option Scheme. Based on these outstanding share options, the total number of shares available for issue is 41,780,000, which represents approximately 9.89% of the existing issued share capital of the Company as at the date of this report. No share options has been granted under the Share Option Scheme during the year.

The purpose of the Share Option Scheme is to provide incentives and rewards to the eligible participants who contribute to the success of the Group’s operation. Eligible participants of the Share Option Scheme include any employee, executive or officer of the Group (including executive and non-executive directors of the Group) and any supplier, consultant, agent, adviser, shareholder, customer, partner or business associate who, at the sole discretion of the board of directors of the Company (the ‘‘Board’’), has contributed to the Group.

Pursuant to the Share Option Scheme, the maximum number of shares in respect of which share options may be granted under the Share Option Scheme is such number of shares, when aggregated with shares subject to any other share option scheme(s) of the Company, must not exceed 10% of the issued share capital of the Company as at the date of adoption of the Share Option Scheme or 30% of the issued share capital of the Company from time to time.

The maximum number of shares issuable upon exercise of the share options granted under the Share Option Scheme and any other share option scheme(s) of the Company (including exercised, cancelled and outstanding share options) to each eligible participant in any 12-month period is limited to 1% of the shares of the Company in issue as at the date of grant. Any further grant of share options in excess of this 1% limit shall be subject to the issue of a circular by the Company and the shareholders’ approval of the Company at a general meeting.

Share options granted to a director, chief executive or substantial shareholder of the Company, or to any of their respective associates, are subject to the approval in advance by the independent non-executive directors of the Company, excluding the independent non-executive director(s) of the Company who is/are the grantee(s) of the share options. In addition, any share option granted to a substantial shareholder or an independent non-executive director of the Company, or to any of their respective associates, in excess of 0.1% of the shares of the Company in issue as at the date of grant or with an aggregate value (based on the closing price of the Company’s shares as at the date of grant) in excess of HK$5 million, within any 12-month period, are subject to the issue of a circular by the Company and the shareholders’ approval of the Company in advance at a general meeting.

The offer of a grant of share options may be accepted within 28 days from the date of the offer, upon payment of a nominal consideration of HK$1 in total by the grantee. The exercise period of the share options granted is determinable by the Board, and commences on a specified date and ends on a date which is not later than 10 years from the date of grant of the share options or the expiry date of the Share Option Scheme, whichever is earlier.

The exercise price of the share options is determinable by the Board, but may not be less than the highest of (i) the closing price of the shares of the Company as stated in the daily quotation sheet of The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) on the date of grant, which must be a trading day; (ii) the average closing price of the shares of the Company as stated in the daily quotation sheets of the Stock Exchange for the five trading days immediately preceding the date of grant; and (iii) the nominal value of the shares of the Company.

— 51 —

APPENDIX II

FINANCIAL INFORMATION OF THE GROUP

Details of the movements of share options under the Share Option Scheme during the year were as follows:

Outstanding as at 1 January 2004 420,000 4,200,000 4,200,000 420,000	Numb Granted during the year — — — —	er of share Exercised during the year — — — —	options Lapsed/ Cancelled during the year — — — —
9,240,000	—	—	—
420,000 420,000 420,000	— — —	— — —	— — —
1,260,000	—	—	—
31,700,000	—
31,700,000	—
42,200,000	—

Notes:

The exercise price of the share options is subject to adjustment(s) in the case of rights or bonus share issues, or other similar changes in the share capital of the Company.
The price of the shares of the Company as at the date of exercise of the share options is the weighted average of the closing price of the shares of the Company as listed on the Stock Exchange on the trading day immediately before the date on which the share options were exercised.

The financial impact of the share options granted is not recorded in the balance sheet of the Company or the Group until such time as the share options are exercised, and no charge is recorded in the profit and loss account or balance sheet for their cost. Upon exercise of the share options, the resulting shares issued are recorded by the Company as additional share capital at the nominal value of the shares, and the excess of the exercise price per share over the nominal value of the shares is recorded by the Company in the share premium account. Share options which are lapsed or are cancelled prior to their exercise date are deleted from the register of outstanding share options.

At the balance sheet date, the Company had 41,780,000 share options under the Share Option Scheme. The exercise in full of the remaining share options would, under the present capital structure of the Company, result in the issue of 41,780,000 additional ordinary shares of the Company and additional share capital of HK$4,178,000 and share premium of approximately HK$27,157,000 (before issue expenses).

— 52 —

FINANCIAL INFORMATION OF THE GROUP

APPENDIX II

34. RESERVES

(a) Group

The amounts of the Group’s reserves and the movements therein for the current and prior years are presented in the consolidated statement of changes in equity on page 43 of the financial statements.

Certain amounts of goodwill arising on the acquisition of subsidiaries and an associate in the prior years remain eliminated against consolidated retained profits, as further detailed in note 16 to the financial statements.

The Group’s capital reserve was created from the reduction of the Company’s share capital on 8 April 2002.

(b) Company

Balance at 1 January 2003 Loss for the year 2003 interim dividend Proposed 2003 final dividend At 31 December 2003 and beginning of year Profit for the year 2004 special interim dividend 2004 interim dividend Proposed 2004 final dividend At 31 December 2004 Note:	Share premium account HK$ million 1,250 — — — 1,250 — — — — 1,250	Capital reserve HK$ million 1,126 — (6) (6) 1,114 — (42) (4) (8) 1,060	Retained profits/ (accumulated losses) HK$ million 1 (195) — — (194) 92 — — — (102)	Total HK$ million 2,377 (195) (6) (6) 2,170 92 (42) (4) (8) 2,208

Under the Companies Law (2002 Revision) Chapter 22 of the Cayman Islands, the share premium account of the Company is available for distribution of dividends to shareholders subject to the provisions of the Company’s Memorandum and Articles of Association and provided that immediately following the distribution of dividends, the Company is able to pay its debts as and when they fall due in the ordinary course of business.

In accordance with the Company’s Articles of Association, dividends can only be distributed out of the profits and reserves available for distribution, including the share premium and capital reserve account of the Company. As at 31 December 2004 the Company had a net credit balance of approximately HK$2,216 million (2003: HK$2,176 million) maintained in the reserve accounts which is available for distribution.

The Company’s capital reserve was created from the reduction of share capital on 8 April 2002.

— 53 —

FINANCIAL INFORMATION OF THE GROUP

APPENDIX II

35. NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT

(a) Major non-cash transactions

During the year, the Group entered into finance lease arrangements in respect of fixed assets with a total capital value at the inception of the finance leases of HK$14 million (2003: HK$1 million).

(b) Disposal of subsidiaries

Net assets disposed of: Fixed assets Intangible assets Cash and bank balances Trade and bills receivables Inventories Prepayments, deposits and other receivables Trade and bills payables Other payables and accruals Tax payable Minority interests Reversal of goodwill upon disposal of subsidiaries — note 16 Net losses on disposal of subsidiaries Satisfied by: Cash Other receivables Other payables	2004 HK$ million 3 — 5 7 4 8 (2) (6) (1) (7) 11 11 — 22 12 7 3 22	2003 HK$ million 6 2 2 10 — 2 (11) (4) — (4) 3 23 (12) 14 1 13 — 14

An analysis of the net inflow/(outflow) of cash and cash equivalents in respect of the disposal of subsidiaries is as follows:

Cash consideration Cash and bank balances disposed of Net inflow/(outflow) of cash and cash equivalents in respect of the disposal of subsidiaries	2004 HK$ million 12 (5) 7	2003 HK$ million 1 (2) (1)

The results of the subsidiary disposed of during the year and in the prior year had no significant impact on the Group’s consolidated turnover or profit/loss after tax but before minority interests for the years ended 31 December 2004 and 2003.

— 54 —

FINANCIAL INFORMATION OF THE GROUP

APPENDIX II

(c) Acquisition of subsidiaries

Net assets acquired: Fixed assets Cash and bank balances Trade receivables Inventories Deposits and other receivables Trade payables Other payables and accruals Tax payable Minority interests Goodwill on acquisition — note 16 Satisfied by: Cash Other receivables Other payables	2004 HK$ million — — — — — — — — — — — — — — — —	2003 HK$ million 1 9 5 3 8 (2) (5) (1) (7) 11 11 22 12 7 3 22

An analysis of the net outflow of cash and cash equivalents in respect of the acquisition of subsidiaries is as follows:

Cash paid Cash and bank balances acquired Net outflow of cash and cash equivalents in respect of the acquisition of subsidiaries	2004 HK$ million — — —	2003 HK$ million (12) 9 (3)

The subsidiaries acquired in the prior year had no significant contribution to the Group’s consolidated turnover and loss after tax and before minority interests for the year ended 31 December 2003.

— 55 —

FINANCIAL INFORMATION OF THE GROUP

APPENDIX II

36. CONTINGENT LIABILITIES

(a) At the balance sheet date, contingent liabilities not provided for in the financial statements were as follows:

Corporate guarantees given to banks in connection with facilities granted to subsidiaries Guarantee given to an independent third party in respect of a rental arrangement	Group 2004 2003 HK$ million HK$ million — — 48 45 48 45	Company 2004 2003 HK$ million HK$ million 186 183 48 45 234 228	Company 2004 2003 HK$ million HK$ million 186 183 48 45 234 228
			228

As at 31 December 2004, the bank facilities granted to the subsidiaries subject to guarantees given to the banks by the Company were utilised to the extent of approximately HK$173 million (2003: HK$142 million).

(b) The Group has a contingent liability in respect of possible future long service payments to employees under the Hong Kong Employment Ordinance, with a maximum possible amount of HK$9 million as at 31 December 2004 (2003: HK$8 million), as further explained in note 3 to the financial statements. The contingent liability has arisen as a number of current employees have achieved the required number of years of service to the Group in order to be eligible for long service payments under the Employment Ordinance if their employment is terminated under certain circumstances. A provision has not been recognised in respect of such possible payments, as it is not considered probable that the situation will result in a material future outflow of resources from the Group.

37. PLEDGE OF ASSETS

At the balance sheet date, the Group’s bank borrowings were secured by:

(i) Pledges of the Group’s fixed deposits amounting to approximately HK$117 million (2003: HK$100 million); and
(ii) Fixed charges over certain of the Group’s leasehold land and buildings and investment properties with an aggregate net book value amounting to approximately HK$254 million (2003: HK$255 million).

38. OPERATING LEASE COMMITMENTS

The Group leases certain of its office properties under operating lease arrangements. Leases for properties are negotiated for an average term of two years.

At the balance sheet date, the Group had total future minimum lease payments under non-cancellable operating leases in respect of land and buildings falling due as follows:

Within one year In the second to fifth years, inclusive	Group 2004 2003 HK$ million HK$ million 3 2 3 2 6 4	Group 2004 2003 HK$ million HK$ million 3 2 3 2 6 4
		4

— 56 —

APPENDIX II

FINANCIAL INFORMATION OF THE GROUP

At the balance sheet date, the Group had total future minimum lease payments under non-cancellable operating leases with initial lease terms ranging from 50 to 51 years in respect of land on which certain of the Group’s factories are situated falling due as follows:

Within one year In the second to fifth years, inclusive After five years	Group 2004 2003 HK$ million HK$ million 2 1 9 8 114 117 125 126	Group 2004 2003 HK$ million HK$ million 2 1 9 8 114 117 125 126
		126

39. COMMITMENTS

In addition to the operating lease commitments detailed in note 38 above, the Group had the following commitments at the balance sheet date:

Capital commitments

Contracted, but not provided for: Construction in progress Purchases of motor vehicles Purchases of plant and machinery and equipment	Group 2004 2003 HK$ million HK$ million 28 60 4 — 1 2 33 62	Group 2004 2003 HK$ million HK$ million 28 60 4 — 1 2 33 62
		62

In addition, the Group’s share of the associate’s own capital commitments, which are not included in the above, were as follows:

Contracted, but not provided for At the balance sheet date, the Company had no significant commitments.	Group 2004 2003 HK$ million HK$ million 2 8	Group 2004 2003 HK$ million HK$ million 2 8

40. RELATED PARTY TRANSACTIONS

On 2 March 2004, the Company entered into a sale and purchase agreement under which the Company agreed to sell to New Capital Industrial Limited, a company controlled by Mr. Mak Shiu Tong, Clement, the chairman and a director of the Company, and his family members, the zero coupon convertible note in the principal amount of HK$45 million due 2005 (issued to an indirectly wholly-owned subsidiary of the Company by CCT Tech) for a cash consideration of HK$45 million. This transaction was approved by the independent shareholders of the Company on 15 April 2004 and was completed on 26 April 2004.

The above related party transaction also constitutes a connected transaction as defined in Chapter 14A of the Listing Rules.

— 57 —

FINANCIAL INFORMATION OF THE GROUP

APPENDIX II

41. POST BALANCE SHEET EVENTS

(a) On 5 March 2004, Haier Electronics conditionally agreed with Haier Group Corporation and Qingdao Haier Investment and Development Co., Ltd., substantial shareholders of Haier Electronics, for (i) the transfer by Haier Group Corporation and Qingdao Haier Investment and Development Co., Ltd. of the washing machine business to Haier Electronics and; (ii) the exercise of the call option to acquire the remaining 35.5% interest in Pegasus Telecom (Qingdao) Co., Ltd. (collectively referred to as the ‘‘Asset Injection’’), in exchange of cash, shares and convertible notes in Haier Electronics at an aggregate consideration of approximately HK$1,504 million.

To maintain the minimum public float of Haier Electronics upon completion of the Asset Injection, on 19 January 2005, the Company and a wholly-owned subsidiary of the Company entered into a placing agreement with a placing agent for a private placement of 419,997,667 ordinary shares of HK$0.10 each in Haier Electronics at a price of HK$0.24 per share to independent investors for a total consideration of approximately HK$100.8 million (before expenses) (the ‘‘Placement’’). The Placement was completed on 24 January 2005. The net proceeds of approximately HK$96 million from the Placement were applied as general working capital of the Group.

On 28 January 2005, Haier Electronics announced that the Asset Injection was completed on 28 January 2005. Following the completion of the Placement and the Asset Injection and effective 28 January 2005, the equity interests of the Group in Haier Electronics was reduced from 43.6% to 24.0% and Mr. Mak Shiu Tong, Clement, the chairman and a director of the Company, and Mr. Tam Ngai Hung, Terry, a director of the Company, have resigned from the board of directors of Haier Electronics.

(b) On 31 January 2005, the Company and CCT Tech jointly announced that a voluntary conditional cash offer with a securities exchange alternative will be made by Jade Assets Company Limited, a whollyowned subsidiary of the Company, to the shareholders of CCT Tech and the holder of the convertible note due 2005 issued by CCT Tech (‘‘CCT Tech 2005 CN’’) to acquire all the issued shares of CCT Tech and the CCT Tech 2005 CN, and to make a voluntary conditional cash offer to the optionholders of CCT Tech to cancel all outstanding share options of CCT Tech (collectively the ‘‘Offers’’). The Offers will be made on the basis of HK$1,840 in cash for every 80,000 CCT Tech’s shares or for every CCT Tech 2005 CN with a face value of HK$800 with securities exchange alternative of zero coupon five-year convertible bond with a face value of HK$1,840 to be issued by the Company, and HK$0.009 for every outstanding share option of CCT Tech. The Offers were approved by the Company’s independent shareholders at a special general meeting on 18 April 2005 and have become unconditional on 21 April 2005.

Further details of this event are set out in the Company’s press announcement dated 31 January 2005, the major and connected transaction circular dated 31 March 2005, the composite offer and response document dated 31 March 2005 and the press announcement dated 21 April 2005.

42. APPROVAL OF THE FINANCIAL STATEMENTS

The financial statements were approved and authorised for issue by the board of directors on 25 April 2005.

— 58 —

FINANCIAL INFORMATION OF THE GROUP

APPENDIX II

B. UNAUDITED INTERIM FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2005

Condensed Consolidated Profit and Loss Account

For the six months ended 30 June 2005

Notes
TURNOVER
3
Cost of sales
Gross profit
Other revenue
3
Selling and distribution costs
Administrative expenses
Other operating expenses
PROFIT FROM OPERATING ACTIVITIES
BEFORE GAIN ON DISPOSAL AND
DEEMED DISPOSAL OF AN ASSOCIATE
Gain on disposal and deemed disposal of an
associate
4
PROFIT FROM OPERATING ACTIVITIES
3, 5
Finance costs
Share of profit of an associate
PROFIT BEFORE TAX
Tax
6
PROFIT FOR THE PERIOD
ATTRIBUTABLE TO:
Equity holders of the Company
Minority interests
DIVIDENDS
7
Special interim dividend
Proposed interim dividend
EARNINGS PER SHARE
8
— Basic
— Diluted

Six months ended 30 June
2005
2004
HK$ million
HK$ million
(Unaudited)
(Unaudited)
(Restated)
1,800
1,880
(1,570)
(1,626)
230
254
16
12
(25)
(24)
(147)
(131)
(4)
(9)
70
102
109
—
179
102
(7)
(3)
—
26
172
125
(10)
(13)
162
112
142
74
20
38
162
112
319
42
—
4
319
46
HK$0.335
HK$0.175
HK$0.295
HK$0.169

— 59 —

APPENDIX II

FINANCIAL INFORMATION OF THE GROUP

Condensed Consolidated Balance Sheet At 30 June 2005

Notes NON-CURRENT ASSETS Properties, plant and equipment Investment properties Land lease payments Intangible assets Goodwill Interest in an associate Available-for-sale financial assets Held-to-maturity financial assets Financial assets at fair value through profit or loss Other assets Long term investments Deferred tax assets CURRENT ASSETS Short term investments Inventories Trade and bills receivables 10 Prepayment, deposits and other receivables Financial assets at fair value through profit or loss Forward currency contracts Pledged time deposits Cash and cash equivalents CURRENT LIABILITIES Trade and bills payables 11 Tax payable Other payables and accruals Forward currency contracts Dividend payable Interest-bearing bank loans and other borrowings Convertible notes 12 NET CURRENT ASSETS TOTAL ASSETS LESS CURRENT LIABILITIES	30 June 2005 HK$ million (Unaudited) 1,312 98 231 38 116 — 790 17 39 — — 4 2,645 — 272 793 20 27 3 67 661 1,843 885 29 157 1 319 115 — 1,506 337 2,982	31 December 2004 HK$ million (Audited) (Restated) 1,269 101 234 28 28 222 — — — 12 4 4
		1,902
		3 215 794 26 — — 117 832
		1,987
		897 23 178 — — 150 45
		1,293
		694
		2,596

— 60 —

FINANCIAL INFORMATION OF THE GROUP

APPENDIX II

Notes NON-CURRENT LIABILITIES Interest-bearing bank loans Finance lease payables Convertible notes 12 Deferred tax liabilities TOTAL EQUITY Issued capital 13 Reserves Proposed final dividend Shareholders’ funds Minority interests	30 June 2005 HK$ million (Unaudited) 184 10 107 6 307 2,675 43 2,571 — 2,614 61 2,675	31 December 2004 HK$ million (Audited) (Restated) 176 8 — 5
		189
		2,407
		42 2,161 8
		2,211 196
		2,407

— 61 —

FINANCIAL INFORMATION OF THE GROUP

APPENDIX II

Condensed Consolidated Statement of Changes in Equity For the six months ended 30 June 2005

		Attribu	table to equity holders of the	table to equity holders of the
Issued capital HK$ million (Unaudited) 42 —	Share premium account HK$ million (Unaudited) 1,250 —	Capital reserve HK$ million (Unaudited) 1,060 —	Revaluation reserve HK$ million (Unaudited) — —	Equity component of convertible notes HK$ million (Unaudited) — —
42 — 1 — — — — — —	1,250 — 5 — 5 — — — —
43	1,260	741	539	44
42 —	1,250 —	1,114 —	— —	— —
42 — — — — —	1,250 — — — — —			— — — — — —
42	1,250	1,068	—	—

— 62 —

APPENDIX II

FINANCIAL INFORMATION OF THE GROUP

Condensed Consolidated Cash Flow Statement

For the six months ended 30 June 2005

NET CASH INFLOW FROM OPERATING ACTIVITIES INVESTING ACTIVITIES FINANCING ACTIVITIES INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS Cash and cash equivalents at beginning of period CASH AND CASH EQUIVALENTS AT END OF PERIOD ANALYSIS OF BALANCES OF CASH AND CASH EQUIVALENTS Cash and bank balances Time deposits with original maturity of less than three months when acquired	Six months ended 30 June 2005 2004 HK$ million HK$ million (Unaudited) (Unaudited) 61 90 (140) (61) (31) 5 (110) 34 771 873 661 907 323 482 338 425 661 907

— 63 —

FINANCIAL INFORMATION OF THE GROUP

APPENDIX II

Notes

1. BASIS OF PREPARATION

The unaudited condensed consolidated interim financial statements are prepared in accordance with Hong Kong Accounting Standard (‘‘HKAS’’) 34 ‘‘Interim financial reporting’’ and other relevant HKASs and Interpretations, the Hong Kong Financial Reporting Standard (‘‘HKFRSs’’) issued by the Hong Kong Institute of Certified Public Accountants (‘‘HKICPA’’) and the applicable disclosure requirements of Appendix 16 of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (the ‘‘Listing Rules’’). The interim results for the six months ended 30 June 2005 were not audited but have been reviewed by the Group’s Audit Committee.

The condensed consolidated interim financial statements should be read in conjunction with the annual financial statements of the Group for the year ended 31 December 2004.

The accounting policies and method of computation used in the preparation of the condensed consolidated interim financial statements are consistent with those used in the annual financial statements of the Group for the year ended 31 December 2004, except for the adoption of new HKFRSs and HKASs as disclosed in note 2 below.

2. IMPACT OF NEW/REVISED HKFRS AND HKAS

The HKICPA has issued a number of new HKFRSs, HKASs and Interpretations, which are effective for the accounting periods commencing on or after 1 January 2005. The Group has adopted the following HKFRSs and HKASs issued up to 30 June 2005 which are pertinent to its operations and relevant to these interim financial statements.

HKAS 1 Presentation of Financial Statements HKAS 17 Leases HKAS 32 Financial Instruments: Disclosure and Presentation HKAS 36 Impairment of Assets HKAS 39 Financial Instruments: Recognition and Measurement HKAS 40 Investment Property HKFRS 2 Share-based Payment HKFRS 3 Business Combinations

These HKFRSs and HKASs prescribe new accounting measurement and disclosure practices. All relevant changes in the accounting policies have been made in accordance with the provisions of the respective standards, which require retrospective application to prior year comparatives, other than HKFRS 3, HKAS 39 and HKAS 40 which are adopted prospectively as of 1 January 2005. The major and significant effects of the adoption of these HKFRSs and HKASs on the Group’s accounting policies and on amounts disclosed in the interim financial statements are summarised as follows:

(a) The adoption of HKAS 1 has affected the presentation of minority interests and other disclosures.
(b) The adoption of HKAS 17 has resulted in a change in accounting policy relating to leasehold land. Leasehold land and buildings were previously carried at cost less accumulated depreciation and any impairment losses. In accordance with the provisions of HKAS 17, a lease of land and buildings should be split into a lease of land and a lease of building in proportion to the relative fair values of the leasehold interests in the land element and the building element of the lease at the inception of the lease. The land lease payments is stated at cost and amortised over the period of the lease whereas the leasehold building is stated at cost less accumulated depreciation.

However, in the opinion of the directors, as the lease payments regarding some of the Group’s leasehold land and buildings cannot be allocated reliably between the land and buildings elements, the entire land leases payments in respect of those leasehold land and buildings are all classified as finance leases and included in the cost of the land and buildings in the properties, plant and equipment in accordance with the provisions of HKAS 17.

— 64 —

APPENDIX II

FINANCIAL INFORMATION OF THE GROUP

(c) The adoption of HKFRS 3 and HKAS 36 has resulted in a change in the accounting policy for goodwill. Prior to this, goodwill arising on acquisitions prior to 1 January 2001 was eliminated against consolidated retained profits in the year of acquisition and was not recognised in the income statement until disposal or impairment of the acquired business. Goodwill arising on acquisition on or after 1 January 2001 was capitalised and amortised on a straight-line basis over its estimated useful life of 20 years and assessed for impairment at each balance sheet date.

In accordance with the provision of HKFRS 3 and HKAS 36, the Group ceased amortisation of goodwill from 1 January 2005 and the accumulated amortisation as at 31 December 2004 has been eliminated with a corresponding decrease in the cost of goodwill. Goodwill previously eliminated against consolidated retained profits remains eliminated against consolidated retained profits and is not recognised in the income statement when all or part of the business to which the goodwill relates is disposed of or when a cash-generating unit to which the goodwill relates becomes impaired. Further, from the year ended 31 December 2004 onwards, goodwill is assessed annually for impairment, as well as when there are indications of impairment.

(d) The adoption of HKAS 40 has resulted in a change in the accounting policy for the Group’s investment properties. Changes in valuation of the investment properties were previously dealt with in the investment property revaluation reserve. Following the adoption of HKAS 40, all changes in valuation of the investment properties would be recognised in the profit and loss account.
(e) The adoption of HKAS 32 and HKAS 39 has resulted in a change in accounting policy for recognition, measurement and disclosure of financial instruments.

In accordance with the provisions of HKAS 39, the investments have been classified into available-forsale financial assets, held-to-maturity financial assets and financial assets at fair value through profit or loss (which include bank deposits and cash and cash equivalents). The classification depends on the purpose for which the investments were held.

All non-trading investments are classified as available-for-sale equity securities and carried at fair value. Changes in fair value are recognised in equity, unless there is objective evidence that an individual investment has been impaired. If there is objective evidence that an individual investment has been impaired, any amount held in the fair value reserve in respect of the investment is transferred to the profit and loss account for period in which the impairment is identified. Any subsequent increase in the fair value of available-for-sale equity securities is recognised directly in equity.

The Group uses forward currency contracts to hedge its risks associated with foreign currency fluctuations. Such derivative financial instruments are initially recognised at fair value on the date on which a derivative contract is entered into and are subsequently remeasured at fair value. The fair value of forward currency contracts is calculated by reference to current forward exchange rates for contracts with similar maturity profiles. Derivatives are carried as assets when the fair value is positive and as liabilities when the fair value is negative.

The Group’s forward currency contracts do not qualify for hedge accounting and accordingly gains or losses arising from changes in fair value are taken directly to net profit or loss for the period.

Convertible notes issued are split into liability and equity components at initial recognition. The fair value of the liability component is determined using a market rate for an equivalent non-convertible note; and this amount is carried as a long term liability on the amortised cost using effective interest method until extinguished on conversion or redemption. The remainder of the proceeds is recognised as equity component in the shareholders’ equity and not remeasured in subsequent years.

(f) The adoption of HKFRS 2 has resulted in a change in accounting policy for employee share options. Prior to this, the provision of share options to employees did not result in a charge to profit and loss account. Following the adoption of HKFRS 2, the fair value of share options at grant date is amortised over the relevant vesting periods to the profit and loss account.

— 65 —

APPENDIX II

FINANCIAL INFORMATION OF THE GROUP

The new accounting policy has been applied retrospectively with comparatives restated in accordance with HKFRS 2, except that pursuant to the transitional provisions set out in paragraph 53 of HKFRS 2, the new recognition and measurement policies have not been applied to the following grants of share options:

. all share options granted to employees on or before 7 November 2002; and
. all share options granted to employees after 7 November 2002 but which had vested before 1 January 2005.
(g) Effect of changes in the above accounting policies on the condensed consolidated balance sheet is as follows:

	Effect of adopting	Effect of adopting		Total effect on adoption of HKFRSs and HKASs HK$ million	Adoption of HKFRSs and HKASs HK$ million — 1,269 101 234 222 17 44 771 4 42 1,250 1,060 (155) 8 206 2,411
HKAS 17* HK$ million	HKAS 8* HK$ million	HKAS 32* and HKAS 39# HK$ million	HKFRS 3# HK$ million
(1,621) 1,269 101 234 — — — — — — — — (17) — — (17)	— — — — (71) — — — — — — — (71) — — (71)	— — — — — 17 44 (61) 4 — — — 2 — 2 4	— — — — — — — — — — — — (8) — 8 —	(1,621) 1,269 101 234 (71) 17 44 (61) 4 — — — (94) — 10 (84)	— 1,269 101 234 222 17 44 771 4 42 1,250 1,060 (155 8 206
					2,411

adjustments which take effect retrospectively
adjustments which take effect prospectively from 1 January 2005

— 66 —

FINANCIAL INFORMATION OF THE GROUP

APPENDIX II

	Effect of adopting	Effect of adopting		Total effect on adoption of HKFRSs and HKASs HK$ million	Adoption of HKFRSs and HKASs HK$ million — 1,312 98 231 116 790 17 66 — — — 661 3 107 1 43 1,260 741 539 44 (13) 61 2,675
HKAS 17* HK$ million	HKAS 8* HK$ million	HKAS 32* and HKAS 39# HK$ million	HKFRS 3# HK$ million
(1,660) 1,312 98 231 — — — — — — — — — — — — — — — — (19) — (19)	— — — — — — — — — (109) — — — — — — — — — — (109) — (109)	— — — — — 790 17 66 (12) (239) (3) (77) 3 (43) 1 — — — 539 44 2 2 587	— — — — (8) — — — — — — — — — — — — — — — (9) 1 (8)	(1,660) 1,312 98 231 (8) 790 17 66 (12) (348) (3) (77) 3 (43) 1 — — — 539 44 (135) 3 451	— 1,312 98 231 116 790 17 66 — — — 661 3 107 1 43 1,260 741 539 44 (13 61
					2,675

adjustments which take effect retrospectively

adjustments which take effect prospectively from 1 January 2005

— 67 —

FINANCIAL INFORMATION OF THE GROUP

APPENDIX II

(h) Effect of changes in the above accounting policies on the condensed consolidated profit and loss account is as follows:

For the six months ended 30 June 2005 (Unaudited) Decrease in depreciation Increase in amortisation of land lease payments Decrease in gain on disposal and deemed disposal of an associate Increase in finance costs Decrease on forward currency contracts Total decrease in profit Decrease in basic earnings per share (HK$) For the six months ended 30 June 2004 (Unaudited) Decrease in depreciation Increase in amortisation of land lease payments Increase in share of profit of an associate Increase in share of tax attributable to an associate Total increase/(decrease) in profit Increase/(decrease) in basic earnings per share (HK$)	HKAS 17* HK$ million 1 (3) — — — (2) (0.005) 1 (3) — — (2) (0.005)	Effect of adopting HKAS 8 HKAS 32 and HKAS 39# HK$ million HK$ million — — — — (38) — — (1) — (2) (38) (3) (0.090) (0.007) — — — — 26 — (6) — 20 — 0.047 —	Total effect on adoption of HKFRSs and HKASs HK$ million 1 (3) (38) (1) (2) (43) (0.102) 1 (3) 26 (6) 18 0.042

adjustments which take effect retrospectively
adjustments which take effect prospectively from 1 January 2005

— 68 —

FINANCIAL INFORMATION OF THE GROUP

APPENDIX II

3. SEGMENT INFORMATION

The Group’s operating businesses are structured and managed separately, according to the nature of their operations and the products and services that they each provide. Each of the Group’s business segments represents a strategic business unit that offers products and services which are subject to risks and returns that are different from those of the other business segments. Summary details of the business segments are as follows:

(a) the telecom and electronic products segment engages in the manufacture and sale of telecom and electronic products, accessories and components;
(b) the baby and health care products segment engages in the manufacture and sale of baby products; and
(c) the corporate and others segment comprises corporate income and expenses items.

In determining the Group’s geographical segments, revenues are attributed to the segments based on the location of the customers.

(a) Business segments

The following tables present revenue and profit/(loss) regarding the Group’s business segments for the period ended 30 June 2005 and 2004.

2005 Segment revenue: Sales to external customers Other revenue Total revenue Segment results Interest income Profit from operating activities Unallocated revenue Finance costs Profit before tax Tax Profit for the period	Telecom and electronic products HK$ million (Unaudited) 1,730 11 1,741 110	Baby and health care products HK$ million (Unaudited) 66 — 66 2	Corporate and others HK$ million (Unaudited) — 5 5 (46)	Total HK$ million (Unaudited) 1,796 16 1,812 66 4 70 109 (7) 172 (10) 162

— 69 —

FINANCIAL INFORMATION OF THE GROUP

APPENDIX II

2004

Segment revenue: Sales to external customers Other revenue Total revenue Segment results Interest income Profit from operating activities Finance costs Share of profit of an associate Profit before tax Tax Profit for the period	Telecom and electronic products HK$ million (Unaudited) (Restated) 1,806 10 1,816 125	Baby and health care products HK$ million (Unaudited) (Restated) 71 — 71 9	Corporate and others HK$ million (Unaudited) (Restated) — 2 2 (35)	Total HK$ million (Unaudited) (Restated) 1,877 12 1,889 99 3 102 (3) 26 125 (13) 112

— 70 —

APPENDIX II

FINANCIAL INFORMATION OF THE GROUP

(b) Geographical segments

The following tables present revenue information regarding the Group’s geographical segments for the period ended 30 June 2005 and 30 June 2004.

2005 Segment revenue: Sales to external customers Other revenue Total revenue 2004 Segment revenue: Sales to external customers Other revenue Total revenue	United States of America HK$ million (Unaudited) 1,129 — 1,129 United States of America HK$ million (Unaudited) 1,097 — 1,097	PRC, including HK HK$ million (Unaudited) 390 16 406 PRC, including HK HK$ million (Unaudited) 376 12 388	European Union HK$ million (Unaudited) 92 — 92 European Union HK$ million (Unaudited) 88 — 88	Others HK$ million (Unaudited) 185 — 185 Others HK$ million (Unaudited) 316 — 316	Total HK$ million (Unaudited) 1,796 16
					1,812
					Total HK$ million (Unaudited) 1,877 12
					1,889

4. GAIN ON DISPOSAL AND DEEMED DISPOSAL OF AN ASSOCIATE

To maintain the minimum public float of Haier Electronics upon the completion of the Asset Injection, the Company and a wholly-owned subsidiary of the Company entered into a placing agreement on 19 January 2005 for a placement of 419,997,667 ordinary shares of HK$0.10 each in Haier Electronics at a price of HK$0.24 per share to independent investors (the ‘‘Placement’’). The Placement was completed on 24 January 2005.

The Asset Injection was completed on 28 January 2005. Upon completion of the Asset Injection and the Placement, the equity interests of the Group in Haier Electronics was reduced from 43.6% to 24.0% and Mr. Mak Shiu Tong, Clement, the chairman and a director of the Company, and Mr. Tam Ngai Hung, Terry, a director of the Company, resigned from the board of directors of Haier Electronics and Haier Electronics was ceased to be accounted for as the Group’s associated company as the Group is not in a position to exercise significant influence over Haier Electronics.

The effect of the Asset Injection and the Placement resulted in the disposal and deemed disposal of approximately 19.6% equity interests in Haier Electronics and the Group recorded a gain of approximately HK$109 million.

Under HKFRS 3, the Asset Injection in Haier Electronics is accounted for as a reverse acquisition and the consolidated financial statements of Haier Electronics have been restated retrospectively by adopting the reverse acquisition accounting method. As such, the interest in Haier Electronics in the Group’s financial statements in previous years are restated accordingly.

— 71 —

FINANCIAL INFORMATION OF THE GROUP

APPENDIX II

5. PROFIT FROM OPERATING ACTIVITIES

The Group’s profit from operating activities is arrived at after charging:

Cost of inventories sold Depreciation Amortisation of land lease payments Amortisation of deferred development costs Write off of deferred development costs TAX Current — Hong Kong: Charge for the period Overprovision in prior years Current — Elsewhere Deferred Share of tax attributable to an associate Total tax charge for the period	Six months ended 30 June 2005 2004 HK$ million HK$ million (Unaudited) (Unaudited) (Restated) 1,734 1,764 63 60 3 3 13 15 4 8 Six months ended 30 June 2005 2004 HK$ million HK$ million (Unaudited) (Unaudited) (Restated) 7 7 — (2) 2 1 1 1 10 7 — 6 10 13	Six months ended 30 June 2005 2004 HK$ million HK$ million (Unaudited) (Unaudited) (Restated) 1,734 1,764 63 60 3 3 13 15 4 8 Six months ended 30 June 2005 2004 HK$ million HK$ million (Unaudited) (Unaudited) (Restated) 7 7 — (2) 2 1 1 1 10 7 — 6 10 13
		7
		6
		13

6. TAX

The Company is exempted from tax in the Cayman Islands until 2010. Hong Kong profits tax has been provided at the rate of 17.5% (2004: 17.5%) on the estimated assessable profits arising in Hong Kong during the period. Taxes on profits assessable elsewhere have been calculated at the rates of tax prevailing in the countries in which the Group operates, based on existing legislation, interpretations and practices in respect thereof.

Certain PRC subsidiaries of the Group, which are categorised as wholly foreign-owned enterprises, are entitled to preferential tax treatments including full exemption from the PRC income tax for two years starting from the first profit-making year following by a 50% reduction for the next three years.

7. DIVIDENDS

Special interim dividend — HK$0.68 (30 June 2004: HK$0.10) per ordinary share Proposed interim dividend — Nil (30 June 2004: HK$0.01) per ordinary share Total	Six months ended 30 June 2005 2004 HK$ million HK$ million (Unaudited) (Unaudited) 319 42 — 4 319 46	Six months ended 30 June 2005 2004 HK$ million HK$ million (Unaudited) (Unaudited) 319 42 — 4 319 46
		46

— 72 —

APPENDIX II

FINANCIAL INFORMATION OF THE GROUP

A special interim dividend of HK$0.68 per share was declared on 16 June 2005 out of the capital reserves of the Company. The amount of special interim dividend for the six months ended 30 June 2005 is calculated based on 468,808,652 shares in issue as at 7 July 2005 being the book close date for entitlement of special interim dividend, comprising 434,588,652 shares in issue as at 30 June 2005 and additional 34,220,000 shares issued on 4 July 2005. The special interim dividend for the six months ended 30 June 2005 was paid on 19 August 2005.

8. EARNINGS PER SHARE

The calculation of the basic and diluted earnings per share is based on the following data:

Earnings Net profit for calculation of basic earnings per share Adjustment for effective interest saving on convertible notes added back on deemed conversion of the notes Net profit for calculation of diluted earnings per share Shares Weighted average number of ordinary shares for calculation of basic earnings per share Effect of dilutive convertible notes Effect of dilutive share options Weighted average number of ordinary shares for calculation of diluted earnings per share	Six months ended 30 June 2005 2004 HK$ million HK$ million (Unaudited) (Unaudited) (Restated) 142 74 1 — 143 74 Number of shares 423,995,545 422,105,230 43,656,435 — 17,608,132 16,299,836 485,260,112 438,405,066	Six months ended 30 June 2005 2004 HK$ million HK$ million (Unaudited) (Unaudited) (Restated) 142 74 1 — 143 74 Number of shares 423,995,545 422,105,230 43,656,435 — 17,608,132 16,299,836 485,260,112 438,405,066
		74
		shares 422,105,230 — 16,299,836
		438,405,066

9. FIXED ASSETS

During the six months ended 30 June 2005, the Group acquired fixed assets of HK$105 million (six months ended 30 June 2004: HK$128 million) and disposed fixed assets of HK$4 million (six months ended 30 June 2004: HK$84 million).

10. TRADE AND BILLS RECEIVABLES

The Group offers an average credit period of 30–90 days to its trade customers. The aged analysis of the trade and bills receivables is as follows:

Current to 30 days 31 to 60 days 61 to 90 days Over 90 days Total	30 June 2005 HK$ million Percentage (Unaudited) 382 48 211 27 178 22 22 3 793 100	31 December 2004 HK$ million Percentage (Audited) 302 38 264 33 216 27 12 2 794 100	31 December 2004 HK$ million Percentage (Audited) 302 38 264 33 216 27 12 2 794 100
			100

— 73 —

APPENDIX II

FINANCIAL INFORMATION OF THE GROUP

11. TRADE AND BILLS PAYABLES

The aged analysis of the trade and bills payable is as follows:

Current to 30 days 31 to 60 days 61 to 90 days Over 90 days Total	30 June 2005 HK$ million Percentage (Unaudited) 350 40 186 21 150 17 199 22 885 100	31 December 2004 HK$ million Percentage (Audited) 249 28 179 20 196 22 273 30 897 100	31 December 2004 HK$ million Percentage (Audited) 249 28 179 20 196 22 273 30 897 100
			100

12. CONVERTIBLE NOTES

2010 Convertible Notes — note (a) 2007 Convertible Note — note (b) Portion classified as current liabilities Non-current portion	30 June 2005 HK$ million (Unaudited) 107 — 107 — 107	31 December 2004 HK$ million (Audited) — 45
		45 (45)
		—

(a) The 2010 Convertible Notes represent the outstanding convertible notes issued by the Company during the period to those CCT Tech’s shareholders and the holder of the CCT Tech 2007 Convertible Note (see note 12(b) below) who accepted the general offers on CCT Tech (‘‘General Offers’’) made by Jade Assets Company Limited (‘‘Jade Assets’’), a subsidiary of the Company, on CCT Tech and who opted for the 2010 Convertible Notes.

The 2010 Convertible Notes are interest-free and have a maturity date on the fifth anniversary of the date of their issue.

According to HKAS 32, any convertible note is required to be separated into liability and equity components on its initial recognition and the liability component is carried at amortised cost using effective interest method. Accordingly, the liability component of the outstanding 2010 Convertible Notes was stated at amortised in the amount of HK$107 million as at 30 June 2005. The equity component of the outstanding 2010 Convertible Notes was included in the shareholders’ equity.

(b) The 2007 Convertible Note as at 31 December 2004 represents the zero coupon convertible note issued by CCT Tech and was previously held by New Capital Industrial Limited (‘‘New Capital’’), a company controlled by Mr. Mak Shiu Tong, Clement, the chairman and a director of the Company, and his family members. The 2007 Convertible Note was transferred by New Capital to Jade Assets during the period pursuant to the terms of the General Offers and was therefore eliminated on consolidation as at 30 June 2005. The original due date of the 2007 Convertible Note was 17 May 2005 and was subsequently extended to 31 December 2007 in May 2005.

— 74 —

FINANCIAL INFORMATION OF THE GROUP

APPENDIX II

13. SHARE CAPITAL

Authorised: 2,000,000,000 ordinary shares of HK$0.10 each Issued and fully paid: 434,588,652 (31 December 2004: 422,525,230) ordinary shares of HK$0.10 each	30 June 2005 HK$ million (Unaudited) 200 43	31 December 2004 HK$ million (Audited) 200
		42

A summary of the transactions involving the Company’s issued ordinary share capital during the period is as follows:

At 1 January 2005 Exercise of share options Conversion of convertible notes At 30 June 2005	Number of ordinary shares of HK$0.10 each 422,525,230 7,560,000 4,503,422 434,588,652	Issued share capital HK$ million 42 1 —
		43

14. CONTINGENT LIABILITIES

As at 30 June 2005, the Group has given guarantee to an independent third party in respect of a rental agreement amounting to approximately HK$45 million (31 December 2004: HK$48 million).

The Group has a contingent liability in respect of possible future long service payments to employees under the Hong Kong Employment Ordinance, with a maximum possible amount of HK$2 million as at 30 June 2005 (31 December 2004: HK$9 million). The contingent liability has arisen as a number of current employees have achieved the required number of years of service to the Group in order to be eligible for long service payments under the Employment Ordinance if their employment is terminated under certain circumstances. A provision has not been recognised in respect of such possible payments, as it is not considered probable that the situation will result in a material future outflow of resources from the Group.

15. PLEDGE OF ASSETS

At 30 June 2005, the Group’s bank borrowings were secured by:

(i) pledge of the Group’s fixed deposits amounting to approximately HK$67 million (31 December 2004: HK$117 million); and
(ii) fixed charges over certain of the Group’s leasehold land and buildings with an aggregate net book value amounting to approximately HK$691 million (31 December 2004: HK$254 million).

— 75 —

FINANCIAL INFORMATION OF THE GROUP

APPENDIX II

16. OPERATING LEASE ARRANGEMENTS

The Group leases certain of its office properties under operating lease arrangements. Leases for properties are negotiated for an average term of two years.

At the balance sheet date, the Group had total future minimum lease payments under non-cancellable operating leases in respect of land and buildings falling due as follows:

Within one year In the second to the fifth year, inclusive	30 June 2005 HK$ million (Unaudited) 3 2 5	31 December 2004 HK$ million (Audited) 3 3
		6

At the balance sheet date, Group had total future minimum lease payments under non-cancellable operating leases with initial lease terms ranging from 50 to 51 years in respect of land on which certain of the Group’s factories are situated falling due as follows:

Within one year In the second to the fifth year, inclusive After five years	30 June 2005 HK$ million (Unaudited) 2 9 113 124	31 December 2004 HK$ million (Audited) 2 9 114
		125

17. COMMITMENTS

In addition to the operating lease commitments detailed in note 15, the Group had the following commitments at the balance sheet date:

Contracted, but not provided for: Construction in progress Purchases of motor vehicles Purchases of plant and machinery and equipment	30 June 2005 HK$ million (Unaudited) 27 — 11 38	31 December 2004 HK$ million (Audited) 28 4 1
		33

— 76 —

APPENDIX II

FINANCIAL INFORMATION OF THE GROUP

In addition, the Group’s share of the associates’ own capital commitments as at 31 December 2004, which are not included in the above were as follows:

Contracted, but not provided for Authorised, but not contracted for	31 December 2004 HK$ million (Audited) (Restated) 7 —
	7

18. RELATED PARTY TRANSACTIONS

(a) Pursuant to the General Offers, the 2007 Convertible Note due by CCT Tech was transferred by New Capital to Jade Assets at a consideration of approximately HK$103 million during the period in return for the issue of the Company’s 2010 Convertible Notes in the amount of approximately HK$103 million to New Capital. The transaction was approved by the independent shareholders of the Company in the special general meeting held on 18 April 2005 and was completed on 25 April 2005. Further details of the transaction were set out in the circular of the Company dated 31 March 2005.
(b) Compensation of key management personnel of the Group:

Short term employee benefits Post-employment benefits Total compensation paid to key management personnel	For the six months ended 30 June 2005 2004 HK$ million HK$ million (Unaudited) (Unaudited) 22 19 — — 22 19	For the six months ended 30 June 2005 2004 HK$ million HK$ million (Unaudited) (Unaudited) 22 19 — — 22 19
		19

19. POST BALANCE SHEET EVENTS

(a) In order to restore the public float of CCT Tech, the Company, Jade Assets and a third party (the ‘‘Purchaser’’) entered into a sale and purchase agreement on 22 July 2005 for the sale of 1,500,000,000 shares of CCT Tech owned by Jade Assets to the funds under management by the Purchaser at a price of HK$0.02 per share of CCT Tech with a six-month put option granted to the Purchaser. After such sale, the Company had a 74.71% controlling interest in CCT Tech. Further details are set out in the Company’s announcement dated 22 July 2005.
(b) On 22 September 2005, the Company announced that it proposed to seek prior shareholders’ approval to approve the possible sale of part or whole of the property currently owned by the Group, which is currently used as the Group’s corporate office in Hong Kong. The Company intends to relocate its corporate office by leasing smaller premises. The proposed sale and office relocation is because the existing property exceeds the Group’s requirements for a corporate office premises and the proposed sale and office relocation may result in a realisation of a good value of the property (due to the recent prosperous property market) and may possibly result in a gain on disposal and net savings in administrative costs and finance cost. Further announcement will be made if the sale is materialised. Please refer to the announcement of the Company dated 22 September 2005 for details.
(c) On 22 September 2005, the board of the Company announced that it proposed to change the domicile of the Company from the Cayman Islands to Bermuda by way of de-registration in the Cayman Islands and continuation as an exempted company under the laws of Bermuda, in order to simplify the procedures and

— 77 —

APPENDIX II

FINANCIAL INFORMATION OF THE GROUP

allow flexibility for any future possible capital reorganisation. The proposed change of domicile will not affect the continuity and listing status, as well as the underlying assets, business operations, management or financial position of the Company, nor will it have any impact on the rights and obligations of the shareholders. The proposed change of domicile is conditional upon the approval of the shareholders and the compliance of the relevant procedures and requirements under the applicable laws of the Cayman Islands and Bermuda and the Listing Rules of Hong Kong. Please refer to the announcement of the Company dated 22 September 2005 for details.

20. COMPARATIVE FIGURES

As further explained in note 2 to the financial statements, due to the adoption of certain new HKASs and new HKFRSs during the period, the accounting treatment and presentation of certain items and balances in the financial statements have been revised to comply with the new requirements. Accordingly, certain prior year adjustments have been made and certain comparative amounts have been restated to conform with current period’s presentation.

— 78 —

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

APPENDIX III

Set out below is the letter from Ernst & Young on the unaudited pro forma financial information of the Remaining Group together with the unaudited pro forma financial information of the Remaining Group.

18th Floor

Two International Finance Centre 8 Finance Street Central Hong Kong

12 December 2005

The Directors CCT Telecom Holdings Limited

Dear Sirs,

CCT Telecom Holdings Limited (the ‘‘Company’’) and its subsidiaries (the ‘‘Group’’)

We report on the unaudited pro forma financial information (the ‘‘Pro Forma Financial Information’’) set out on pages 81 to 84 in Appendix III to the circular of the Company dated 12 December 2005 (the ‘‘Circular’’) in connection with the Company’s very substantial disposal transaction, which has been prepared by the directors of the Company and the purpose of which is to provide information to the shareholders of the Company about how the sale of the Sale Shares (as defined in the Circular) might have affected the financial information presented in respect of the Remaining Group (as defined in the Circular).

RESPONSIBILITIES

It is the responsibility solely of the directors of the Company to prepare the Pro Forma Financial Information in accordance with paragraph 29 of Chapter 4 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ‘‘Listing Rules’’).

It is our responsibility to form an opinion, as required by the Listing Rules, on the Pro Forma Financial Information and to report our opinion to you. We do not accept any responsibility for any reports previously given by us on any financial information used in the compilation of the Pro Forma Financial Information beyond that owed to those to whom those reports were addressed by us at the dates of their issue.

BASIS OF OPINION

We conducted our work in accordance with the Statements of Investment Circular Reporting Standards and Bulletin 1998/8 ‘‘Reporting on pro forma financial information pursuant to the Listing Rules’’ issued by the Auditing Practices Board in the United Kingdom, where applicable. Our work, which involved no independent examination of any of the underlying financial information, consisted primarily of comparing the unadjusted financial information with the source documents, considering the evidence supporting the adjustments and discussing the Pro Forma Financial Information with the directors of the Company.

— 79 —

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

APPENDIX III

Our work does not constitute an audit or a review in accordance with Statements of Auditing Standards issued by the Hong Kong Institute of Certified Public Accountants, and accordingly, we do not express any such assurance on the Pro Forma Financial Information.

The Pro Forma Financial Information is for illustrative purpose only, based on the directors’ judgements and assumptions, and because of its nature, it does not provide an assurance or indication that any event will take place in the future and may not be indicative of (i) the results of the Remaining Group for the six months ended 30 June 2005 or for any future period; and (ii) the financial position of the Remaining Group as at 30 June 2005 or at any future date.

OPINION

In our opinion:

(a) the Pro Forma Financial Information has been properly compiled on the basis stated;
(b) such basis is consistent with the accounting policies of the Group in respect of the six months ended 30 June 2005; and
(c) the adjustments are appropriate for the purposes of the Pro Forma Financial Information as disclosed pursuant to paragraph 29 of Chapter 4 of the Listing Rules.

Yours faithfully Ernst & Young Certified Public Accountants Hong Kong

— 80 —

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

APPENDIX III

The unaudited pro forma statement of financial information of the Remaining Group comprises unaudited pro forma consolidated net assets statement as at 30 June 2005 and unaudited pro forma consolidated income statement for the six months ended 30 June 2005 and the accompanying notes (collectively referred to as the ‘‘Pro Forma Financial Information’’).

For illustrative purposes only, the Pro Forma Financial Information prepared in accordance with paragraph 29 of Chapter 4 of the Listing Rules is set out below to illustrate the effect of the proposed disposal of the Sale Shares (the ‘‘Disposal’’) by the Group on (i) the consolidated net assets of the Group as at 30 June 2005 as if the Disposal had taken place on 30 June 2005; and (ii) the consolidated income statement of the Group for the six months ended 30 June 2005 as if the Disposal had taken place on 30 June 2005.

The Pro Forma Financial Information has been prepared based on the unaudited consolidated financial information of the Group for the six months ended 30 June 2005 as set out in Appendix II of this circular after giving effect to the pro forma adjustments described in the accompanying notes.

The Pro Forma Financial Information has been prepared for illustrative purposes only and, because of its nature, may not give a true picture of the actual financial position, results of operations or cash flows of the Group that would have been attained had the Disposal actually occurred on the dates indicated herein. In addition, the Pro Forma Financial Information does not purport to predict the Group’s future financial position, results of operations or cash flows.

The Pro Forma Financial Information should be read in conjunction with the Financial Information of the Group as set out in Appendix II and other financial information included elsewhere in this circular.

— 81 —

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

APPENDIX III

(A) Unaudited Pro Forma Consolidated Net Asset Statement of the Remaining Group

As at 30 June 2005

Non-current assets Properties, plant and equipment Investment properties Land lease payments Intangible assets Goodwill Available-for-sale financial assets Held-to-maturity financial assets Financial assets at fair value through profit or loss Deferred tax assets Current assets Inventories Trade and bills receivables Prepayments, deposits and other receivables Financial assets at fair value through profit or loss Forward currency contracts Pledged time deposits Cash and cash equivalents Current liabilities Trade and bills payables Tax payable Other payables and accruals Forward currency contracts Dividend payable Interest-bearing bank loans and other borrowings Net current assets Total assets less current liabilities	As at 30 June 2005 Pro forma adjustments HK$million HK$million Notes 1,312 98 231 38 116 790 (774) (a) 17 39 4 2,645 272 793 20 27 3 67 661 550 (b) 1,843 885 29 157 1 319 115 1,506 337 2,982	Unaudited Pro forma balances after the Disposal HK$million 1,312 98 231 38 116 16 17 39 4
		1,871
		272 793 20 27 3 67 1,211
		2,393
		885 29 157 1 319 115
		1,506
		887
		2,758

— 82 —

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

APPENDIX III

Non-current liabilities Interest-bearing bank loans Finance lease payables Convertible notes Deferred tax liabilities Net assets Total equity Issued capital Reserves: Share premium account Capital reserve Revaluation reserve Equity component of convertible notes Retained earnings/(accumulated losses) Minority interests	As at 30 June 2005 HK$million 184 10 107 6 307 2,675 43 1,260 741 539 44 (13) 2,614 61 2,675	Pro forma adjustments HK$million Notes (224) (c) (539) (d) 315 (e) (224) (c)	Unaudited pro forma balances after the Disposal HK$million 184 10 107 6
			307
			2,451
			43 1,260 741 — 44 302
			2,390 61
			2,451

— 83 —

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

APPENDIX III

(B) Unaudited Pro Forma Consolidated Income Statement of the Remaining Group

For the six months ended 30 June 2005

TURNOVER Cost of sales Gross profit Other revenue Selling and distribution costs Administrative expenses Other operating expenses PROFIT FROM OPERATING ACTIVITIES BEFORE GAIN ON DISPOSAL/DEEMED DISPOSAL OF AN ASSOCIATE Gain on disposal and deemed disposal of an associate PROFIT FROM OPERATING ACTIVITIES Finance costs PROFIT BEFORE TAX Tax PROFIT FOR THE PERIOD ATTRIBUTABLE TO: Equity holders of the Company Minority interests	Unaudited consolidated income statement for the six months ended 30 June 2005 HK$million 1,800 (1,570) 230 16 (25) (147) (4) 70 109 179 (7) 172 (10) 162 142 20 162	Pro forma adjustments HK$million Note 315 (e) 315 315 315	Unaudited consolidated income statement after the Disposal HK$million 1,800 (1,570) 230 331 (25) (147) (4) 385 109 494 (7) 487 (10) 477 457 20 477

Notes to pro forma financial information:

(a) The adjustment represents the disposal of the Sale Shares with a fair value of HK$774 million as at 30 June 2005.

(b) The adjustment represents the receipt of net cash consideration of the Disposal.
(c) The amount of HK$224 million represents the difference between the fair value of the Sale Shares as at 30 June 2005 and the net consideration of the Sale Share.
(d) The adjustment represents the reversal of revaluation surplus upon the Disposal.

(e) The adjustment represents the gain on disposal of the Sale Shares as if the Disposal had been completed on 30 June 2005.

— 84 —

GENERAL INFORMATION

APPENDIX IV

1. RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular with regard to the Company and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, opinions expressed in this circular have been arrived at after due and careful consideration and there are no other facts not contained in this circular, the omission of which would make any statement contained herein misleading.

2. DISCLOSURE OF INTERESTS

(a) Directors’ interests and short positions in the shares and underlying shares of share options or convertible bonds of the Company and its associated corporations

As at the Latest Practicable Date, the Directors and the chief executive of the Company and their respective associates had the following interests and short positions in the shares, underlying shares and debentures of the Company and its associated corporations (within the meaning of Part XV of the SFO) which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO) or were required, pursuant to section 352 of the SFO, to be entered in the register of the Company referred to therein or were required, pursuant to Part XV of the SFO or the Model Code for Securities Transactions by Directors of Listed Issuers contained in the Listing Rules, to be notified to the Company and the Stock Exchange:

(1) Interests and short positions in the CCT Telecom Shares and underlying CCT Telecom Shares of share options or convertible bonds of the Company
(i) Long positions in the CCT Telecom Shares:

						Approximate
		Number of	the CCT Telecom Shares		beneficially	percentage of
			held and nature of interest			total issued
Name of the Director	Notes	Personal	Family	Corporate	Total	share capital
						(%)
Mak Shiu Tong, Clement	(a)	715,652	—	126,280,640	126,996,292	19.37
Cheng Yuk Ching, Flora	(b)	14,076,713	120,000	—	14,196,713	2.17
Tam Ngai Hung, Terry		1,868,000	—	—	1,868,000	0.28
William Donald Putt		591,500	—	—	591,500	0.09
Samuel Olenick	(c)	—	—	545,000	545,000	0.08

Notes:

(a) Included in the shareholdings in which Mr. Mak Shiu Tong, Clement was interested, 126,280,640 CCT Telecom Shares were held by Capital Force International Limited and Capital Interest Limited, which are corporations controlled by Mr. Mak Shiu Tong, Clement, whose interest in the CCT Telecom Shares has also been disclosed under the section headed ‘‘Substantial Shareholders’ Interests’’ below.

— 85 —

GENERAL INFORMATION

APPENDIX IV

(b) Included in the shareholdings in which Ms. Cheng Yuk Ching, Flora was interested, 120,000 CCT Telecom Shares were held by the spouse of Ms. Cheng Yuk Ching, Flora who was deemed to be interested in such CCT Telecom Shares under the provisions of Part XV of the SFO.
(c) Mr. Samuel Olenick was deemed to be interested in 545,000 CCT Telecom Shares under the provisions of Part XV of the SFO.
(ii) Long positions in the underlying CCT Telecom Shares of convertible bonds of the Company — The convertible bonds due 2010:

		Approximate
	Number of the total	percentage of
	underlying CCT	total issued
Name of the Director	Telecom Shares	share capital
		(%)
Mak Shiu Tong, Clement (Note)	171,357,615	26.13

  - Note: The convertible bonds were issued by the Company to New Capital Industrial Limited (a company controlled by Mr. Mak Shiu Tong, Clement) on 25 April 2005, with an outstanding principal amount of HK$103,500,000 as at the Latest Practicable Date. The convertible bonds are interest free, convertible into the CCT Telecom Shares at a conversion price of HK$0.604 per CCT Telecom Share (subject to adjustments according to the terms of the convertible bonds) as at the Latest Practicable Date and due on 25 April 2010. The interest in the underlying CCT Telecom Shares has also been disclosed under the section headed ‘‘Substantial Shareholders’ Interests’’ below.

(2) Interests and short positions in the shares and underlying shares of share options of associated corporations
(i) Long positions in the Haier Electronics Shares:

		Number of the Haier	Number of the Haier
		Electronics Shares		Approximate
		beneficially	held and	percentage of
		nature of	interest	total issued
Name of the Director	Notes	Personal	Corporate	share capital
				(%)
Mak Shiu Tong, Clement	(a)	—	30,717,334	0.185
Cheng Yuk Ching, Flora		19,195,498	—	0.116
William Donald Putt		179,112	—	0.001
Samuel Olenick	(b)	—	130,548	0.001

Notes:

(a) The Haier Electronics Shares were held by Capital Interest Limited, which is a corporation controlled by Mr. Mak Shiu Tong, Clement.
(b) Mr. Samuel Olenick was deemed to be interested in 130,548 Haier Electronics Shares under the provisions of Part XV of the SFO.

— 86 —

APPENDIX IV

GENERAL INFORMATION

(ii) Long positions in the underlying shares of share options of Haier Electronics:

					Number of
			Exercise		the total
	Date of	Exercise	price per		underlying	Approximate
	grant of	period of	Haier	Number of	Haier	percentage of
Name of the	share	share	Electronics	share options	Electronics	total issued
Director	options	options	Share	outstanding	Shares	share capital
			HK$			(%)
Mak Shiu Tong,	16/8/2002	16/8/2003–	0.156	89,000,000	89,000,000	0.54
Clement		15/8/2007
Cheng Yuk Ching,	16/8/2002	16/8/2003–	0.156	74,000,000	74,000,000	0.45
Flora		15/8/2007
Tam Ngai Hung,	16/8/2002	16/8/2003–	0.156	84,000,000	84,000,000	0.51
Terry		15/8/2007
William Donald Putt	16/8/2002	16/8/2003–	0.156	5,000,000	5,000,000	0.03
		15/8/2007

(iii) Interests and short positions in the shares and underlying shares of CCT Tech International Limited (‘‘CCT Tech’’):
None of the Directors had interests and short positions in respect of the shares, debentures, equity derivatives or interests in the underlying shares of CCT Tech.

(b) Particulars of the Directors’ other interests

As at the Latest Practicable Date, none of the Directors had entered or was proposing to enter into a service contract with the Company or any other member of the Group (excluding contracts expiring or determinable by the Company or any member of the Group within one year without payment of compensation, other than statutory compensation).

(c) Save as disclosed above, as at the Latest Practicable Date:

(i) none of the Directors and the chief executive of the Company and their respective associates held any interests or short positions in the shares, underlying shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO) or were required, pursuant to section 352 of the SFO, to be entered in the register of the Company referred to therein or were required, pursuant to Part XV of the SFO or the Model Code for Securities Transactions by Directors of Listed Issuers contained in the Listing Rules, to be notified to the Company and the Stock Exchange;

— 87 —

GENERAL INFORMATION

APPENDIX IV

(ii) none of the Directors had any direct or indirect interest in any assets which had been, since 31 December 2004, being the date of the latest published audited accounts of the Company were made up, acquired or disposed of by or leased to any member of the Group, or were proposed to be acquired or disposed of by or leased to any member of the Group;
(iii) none of the Directors was materially interested in any contract or arrangement entered into by any member of the Group which contract or arrangement was subsisting and which was significant in relation to the business of the Group taken as a whole; and
(iv) none of the Directors was interested in any business that was in competition with the Group.

3. SUBSTANTIAL SHAREHOLDERS’ INTERESTS

As at the Latest Practicable Date, so far as was known to, or could be ascertained after reasonable enquiries by, the Directors, the following persons (other than the Directors or the chief executive of the Company) had interests or short positions in the CCT Telecom Shares or the underlying CCT Telecom Shares as recorded in the register required to be kept by the Company under section 336 of the SFO:

(i) Long positions in the CCT Telecom Shares:

Name of the CCT Telecom Shareholder Capital Force International Limited (Note) Capital Interest Limited (Note)	Number of the CCT Telecom Shares held 96,868,792 29,411,848 126,280,640	Approximate percentage of total issued share capital (%) 14.77 4.49
		19.26

Note: Capital Force International Limited and Capital Interest Limited are corporations controlled by Mr. Mak Shiu Tong, Clement, whose interest in the CCT Telecom Shares has also been disclosed under the section headed ‘‘Disclosure of Interests’’ above.
(ii) Long positions in the underlying CCT Telecom Shares of convertible bonds of the Company — The convertible bonds due 2010:

		Number of the	Approximate
	Amount of the	total underlying	percentage of
Name of the holder of the	convertible	CCT Telecom	total issued
convertible bonds due 2010	bonds due 2010	Shares	share capital
	HK$		(%)
New Capital Industrial Limited	103,500,000	171,357,615	26.13
(Note)

— 88 —

APPENDIX IV

GENERAL INFORMATION

Note: The convertible bonds were issued by the Company to New Capital Industrial Limited (a company controlled by Mr. Mak Shiu Tong, Clement) on 25 April 2005, with an outstanding principal amount of HK$103,500,000 as at the Latest Practicable Date. The convertible bonds are interest free, convertible into the CCT Telecom Shares at a conversion price of HK$0.604 per CCT Telecom Share (subject to adjustments according to the terms of the convertible bonds) as at the Latest Practicable Date and due on 25 April 2010. This interest in the underlying CCT Telecom Shares has also been disclosed under the section headed ‘‘Disclosure of Interests’’ above.

Save as disclosed above, so far as was known to the Directors, as at the Latest Practicable Date, there was no other person (other than the Directors or the chief executive of the Company) who had any interests or short positions in the CCT Telecom Shares and the underlying CCT Telecom Shares as recorded in the register required to be kept by the Company under section 336 of the SFO.

4. STATEMENT OF INDEBTEDNESS

As at the close of business on 31 October 2005 (being the latest practicable date for ascertaining information regarding this indebtedness statement), the Group had outstanding borrowings of approximately HK$381 million. The borrowings comprised secured bank loans of approximately HK$273 million, secured trust receipt loans of approximately HK$97 million and obligations under finance lease contracts of approximately HK$11 million. The Group’s borrowings were secured by (i) the fixed charges over certain leasehold land and buildings and investment properties held by the Group with aggregate net book values of approximately HK$660 million; and (ii) certain fixed deposits of the Group of approximately HK$77 million. In addition, as at the same date, the Group had outstanding unsecured convertible notes with a principal sum of approximately HK$104 million.

As at 31 October 2005, the Group had contingent liabilities in respect of possible future long service payments to employees under the Hong Kong Employment Ordinance with a maximum possible amount of approximately HK$1 million.

Save as aforesaid, and apart from intra-group liabilities, the Group did not have any bank loans, bank overdrafts and liabilities under acceptances or other similar indebtedness, debentures or other loan capital, mortgages, charges, finance leases or hire purchase commitments, guarantees or other material contingent liabilities outstanding at the close of business on 31 October 2005.

For the purpose of the above indebtedness statement, foreign currency amounts have been translated into Hong Kong dollars at the rates of the exchange prevailing at the close of business on 31 October 2005. As at 31 October 2005, United States dollar amounts and Renminbi amounts have been translated into Hong Kong dollars at the rates of approximately US$1 = HK$7.78 and RMB1 = HK$0.96 respectively.

5. WORKING CAPITAL

The Directors are of the opinion that taking into account the Group’s internal resources, available banking and other borrowing facilities, the Group has sufficient working capital for its present requirements.

— 89 —

GENERAL INFORMATION

APPENDIX IV

6. MATERIAL CHANGE

The Directors have confirmed that there has been no material change in the financial or trading position or prospects of the Group since 31 December 2004, being the date to which the latest published audited financial statements of the Group were made up, up to the Latest Practicable Date.

The sale of the Sale Shares will not have any adverse effect on the operation, liquidity and financial resources, and capital structure of the Remaining Group.

7. MATERIAL CONTRACTS

The following are the contracts (not being contracts in the ordinary course of business) entered into by the Group during the two-year period prior to the Latest Practicable Date:

(i) the Sale and Purchase Agreement;
(ii) an agreement dated 22 July 2005 made between the Company, Jade Assets Company Limited (an indirect wholly-owned subsidiary of the Company) and Value Partners Limited relating to the sale of 1,500,000,000 shares of CCT Tech owned by Jade Assets Company Limited to the funds under the management by Value Partners Limited at a price of HK$0.02 per share of CCT Tech;
(iii) a conditional placing agreement dated 19 January 2005 made amongst Info-net, the Company and Deutsche Bank relating to the placing of 419,997,667 Haier Electronics Shares at a price of HK$0.24 per Haier Electronics Share;
(iv) a provisional sale and purchase agreement dated 28 September 2004 made between Canford Holdings Limited (a wholly-owned subsidiary of the Company) and Bridge World Associates Limited (an independent third party) relating to the acquisition of a property (including certain car parking spaces) by the Group;
(v) a conditional agreement dated 2 June 2004 made between the Company and CCT Tech relating to the sale by CCT Tech of the entire equity interest in First Precision Holdings Limited and CCT Investment Limited, the then indirect wholly-owned subsidiaries of CCT Tech, and the assignment of their respective shareholder’s loans to an indirect wholly-owned subsidiary of the Company; and
(vi) a conditional agreement dated 2 March 2004 made between the Company and New Capital Industrial Limited relating to the sale of a zero coupon convertible note in the principal amount of HK$45 million.

8. LITIGATION

As at the Latest Practicable Date, neither the Company nor any member of the Group was engaged in any litigation or arbitration of material importance and no litigation or claim of material importance was known to the Directors to be pending or threatened by or against the Company or any member of the Group.

— 90 —

GENERAL INFORMATION

APPENDIX IV

9. QUALIFICATION AND CONSENT OF EXPERT

Ernst & Young has given and has not withdrawn its written consent to the issue of this circular with copy of its letter and the references to its name included herein in the form and context in which they respectively appear.

The following is the qualification of the expert who has given opinion or advice which is contained in this circular:

Name Qualification

Ernst & Young Certified Public Accountants

As at the Latest Practicable Date, Ernst & Young is not interested in any CCT Telecom Share or share in any member of the Group and it does not have any right or option (whether legally enforceable or not) to subscribe for or nominate persons to subscribe for any CCT Telecom Share or share in any member of the Group.

10. MISCELLANEOUS

(a) The registered office of the Company is located at Canon’s Court, 22 Victoria Street, Hamilton HM12, Bermuda and the head office and the principal place of business of the Company in Hong Kong is located at 2208, 22/F., St. George’s Building, 2 Ice House Street, Central, Hong Kong.
(b) The branch share registrar and transfer office of the Company in Hong Kong is Tengis Limited at G/F., Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong.
(c) The qualified accountant of the Company is Mr. Cheung Chi Wah, Patrick, who is an associate of the Hong Kong Institute of Certified Public Accountants and a fellow of the Association of Chartered Certified Accountants.
(d) The company secretary of the Company is Ms. Low Pui Man, Jaime, who is a fellow of both The Institute of Chartered Secretaries and Administrators and The Hong Kong Institute of Chartered Secretaries.
(e) In the event of inconsistency, the English text of this circular shall prevail over the Chinese text.

11. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are available for inspection at the head office and the principal place of business of the Company in Hong Kong at 2208, 22/F., St. George’s Building, 2 Ice House Street, Central, Hong Kong during normal business hours on any Business Day from the date of this circular up to and including the date of the SGM:

(a) the memorandum of association and the bye-laws of the Company;
(b) the letter from the Board, the text of which is set out on pages 5 to 15 of this circular;

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GENERAL INFORMATION

APPENDIX IV

(c) the annual reports of the Company for the two financial years ended 31 December 2003 and 2004;
(d) the interim reports of the Company for the six months ended 30 June 2004 and 2005;
(e) the letter from Ernst & Young, Certified Public Accountants, the text of which is set out on pages 79 to 80 of this circular;
(f) the material contracts referred to in the section headed ‘‘Material Contracts’’ in this appendix;
(g) a copy of each circular issued pursuant to the requirements set out in Chapter 14 and/or Chapter 14A since 31 December 2004, being the date of the latest published audited accounts of the Company were made up:
(i) a circular dated 4 February 2005 relating to the discloseable transaction in respect of the placing of the Haier Electronics Shares in Haier Electronics by the Company;
(ii) a circular dated 31 March 2005 relating to the major and connected transaction in respect of the voluntary conditional cash offers in CCT Tech by Jade Assets Company Limited, a wholly-owned subsidiary of the Company;
(iii) a circular dated 15 August 2005 relating to the discloseable transaction in respect of the sale of shares in CCT Tech with a put option; and
(iv) a circular dated 14 October 2005 relating to a possible major disposal in relation to the property situated at the whole floor of 32/F., China Merchants Tower, Shun Tak Centre, 168–200 Connaught Road Central, Hong Kong;
(h) the circular dated 25 October 2005 relating to the change of domicile of the Company; and
(i) this circular.

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NOTICE OF THE SGM

(Incorporated in the Cayman Islands and continued in Bermuda with limited liability)

(Stock Code: 138)

NOTICE IS HEREBY GIVEN that a special general meeting (the ‘‘SGM’’) of the shareholders of CCT Telecom Holdings Limited (the ‘‘Company’’) will be held at 2208, 22/F., St. George’s Building, 2 Ice House Street, Central, Hong Kong on Thursday, 29 December 2005 at 10: 00 a.m. for the purpose of considering and, if thought fit, passing with or without modification, the following resolution as an ordinary resolution of the Company:

ORDINARY RESOLUTION

‘‘THAT:

(a) the sale and purchase agreement (the ‘‘Agreement’’) dated 16 November 2005 (a copy of which is tabled at the meeting and marked ‘‘A’’ and initialled by the chairman of the meeting for identification purposes) entered into between the Company and Deutsche Bank AG, Hong Kong Branch (‘‘Deutsche Bank’’) pursuant to which the Company agreed to procure its wholly-owned subsidiaries to sell, and Deutsche Bank agreed to purchase or procure the purchase of, a total of 3,926,774,819 shares of Haier Electronics Group Co., Ltd. subject to the terms and conditions of the Agreement, be and is hereby approved; and
(b) any director, or any two directors of the Company if the affixation of the common seal is necessary, be and is/are hereby authorised for and on behalf of the Company to execute all such other documents, instruments and agreements and to do all such acts or things deemed by him/her to be incidental to, ancillary to or in connection with the matters contemplated in or relating to the Agreement and completion thereof as he/she may consider necessary, desirable or expedient.’’

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

Hong Kong, 12 December 2005

Head office and principal place of business in Hong Kong: 2208, 22/F.

St. George’s Building 2 Ice House Street, Central Hong Kong

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NOTICE OF THE SGM

Notes:

A form of proxy for use at the SGM is enclosed herewith.
The instrument appointing a proxy shall be in writing under the hand of the appointor or of his/her attorney duly authorised in writing or, if the appointor is a corporation, either executed under its common seal or under the hand of any officer, attorney or other person duly authorised to sign the same.
Any member entitled to attend and vote at the SGM is entitled to appoint not more than two proxies (who must be an individual(s)) to attend and vote instead of him/her on the same occasion. A proxy need not be a member of the Company but must attend the SGM in person to represent him/her.
In order to be valid, the form of proxy, together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, must be lodged at the branch share registrar and transfer office of the Company in Hong Kong, Tengis Limited at G/F., Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong, not later than 48 hours before the time appointed for holding the SGM or any adjourned meeting thereof (as the case may be).
Completion and return of the form of proxy will not preclude members from attending and voting in person at the SGM or at any adjourned meeting thereof (as the case may be) should they so wish, and in such event, the form of proxy shall be deemed to be revoked.
Where there are joint registered holders of any share(s), any one of such joint holders may attend and vote at the SGM, either in person or by proxy, in respect of such share(s) as if he/she was solely entitled thereto, but if more than one of such joint holders are present at the SGM or any adjourned meeting thereof (as the case may be), the most senior shall alone be entitled to vote, whether in person or by proxy. For this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

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AI assistant

CSC Holdings Limited — Proxy Solicitation & Information Statement 2005

49056_rns_2005-12-12_d7fedec8-e445-421c-b5ff-49d3cf71d26e.pdf

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

VERY SUBSTANTIAL DISPOSAL

SALE OF SHARES OF HAIER ELECTRONICS GROUP CO., LTD.

CONTENTS

DEFINITIONS

DEFINITIONS

DEFINITIONS

DEFINITIONS

LETTER FROM THE BOARD

VERY SUBSTANTIAL DISPOSAL

SALE OF SHARES OF HAIER ELECTRONICS GROUP CO., LTD.

INTRODUCTION

LETTER FROM THE BOARD

SALE AND PURCHASE AGREEMENT

Consideration:

LETTER FROM THE BOARD

Conditions:

LETTER FROM THE BOARD

LETTER FROM THE BOARD

The proposed Warrants:

Representations, warranties and undertakings:

LETTER FROM THE BOARD

LETTER FROM THE BOARD

Termination:

LETTER FROM THE BOARD

BACKGROUND OF THE TRANSACTIONS

REASONS FOR AND BENEFITS OF ENTERING INTO THE SALE AND PURCHASE AGREEMENT

LETTER FROM THE BOARD

FINANCIAL EFFECT OF THE SALE OF THE SALE SHARES

LETTER FROM THE BOARD

GENERAL

CHANGE OF DOMICILE

SGM

PROCEDURES ON DEMANDING A POLL

LETTER FROM THE BOARD

RECOMMENDATION

ADDITIONAL INFORMATION

APPENDIX I

1. UNAUDITED PROFIT AND LOSS STATEMENT OF THE SALE SHARES

APPENDIX I

2. VALUATIONS OF THE SALE SHARES

APPENDIX II

FINANCIAL INFORMATION OF THE GROUP

A. AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2004

APPENDIX II

Consolidated Balance Sheet

Consolidated Cash Flow Statement

APPENDIX II

FINANCIAL INFORMATION OF THE GROUP

Balance Sheet

Notes to Financial Statements

31 December 2004

1. CORPORATE INFORMATION

2. IMPACT OF RECENTLY ISSUED HONG KONG FINANCIAL REPORTING STANDARDS (‘‘HKFRSs’’)

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of preparation

Basis of consolidation

Subsidiaries

Joint venture companies

Associates

Goodwill

FINANCIAL INFORMATION OF THE GROUP

Impairment of assets

Fixed assets and depreciation

Construction in progress

Investment properties

Intangible assets

Publishing rights

Deferred development costs

Club memberships

Long term investments

Short term investments

Inventories

Income tax

Leased assets

APPENDIX II

FINANCIAL INFORMATION OF THE GROUP

CSC Holdings Limited Proxy Solicitation & Information Statement 2005