CSC Holdings Limited — Proxy Solicitation & Information Statement 2005

Mar 30, 2005

CCT TELECOM HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 138)

NOTICE OF THE EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of the shareholders of CCT Telecom Holdings Limited (the “Company”) will be held at 32/F., China Merchants Tower, Shun Tak Centre, 168–200 Connaught Road Central, Hong Kong on Monday, 18 April 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 acquisition of all the issued shares of and the convertible note due in 2005 issued by CCT Tech International Limited (“CCT Tech”) (other than those owned by Jade Assets Company Limited, an indirect wholly-owned subsidiary of the Company, and the parties acting in concert with it (other than New Capital Industrial Limited (“New Capital”))), and the cancellation of all the outstanding options of CCT Tech by or on behalf of the Company (the “Offers”) on terms as set in the Company’s circular dated 31 March 2005 (the “Circular”), a copy of which is tabled at the meeting and marked “A” and initialled by the chairman of the meeting for identification purpose, be and is hereby approved;

(b) the allotment and issue of convertible bonds and shares pursuant to the conversion thereof by the Company pursuant to the terms of the Offers on terms as set out in the Circular be and is hereby approved; and

(c) any of the directors of the Company (the “Directors”), or any two Directors if the affixation of the common seal of the Company is necessary, be and are hereby generally and unconditionally authorised to do all such further acts and things and to sign and execute all such other further documents (if any) and to take all such steps which in the opinion of the Directors may be necessary, appropriate, desirable or expedient to implement and/or give effect to the transactions set out in paragraphs (a) and (b) of this resolution.”

By Order of the Board of

CCT TELECOM HOLDINGS LIMITED

Mak Shiu Tong, Clement

Chairman

Hong Kong, 31 March 2005

Notes:

1. 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.

2. Any member entitled to attend and vote at the meeting 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 meeting in person to represent him/her.

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1. 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 less than 48 hours before the time appointed for holding the meeting or any adjourned meeting thereof (as the case may be).

2. Completion and return of the form of proxy will not preclude members from attending and voting in person at the meeting 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.

3. Where there are joint registered holders of any share(s), any one of such joint holders may attend and vote at the meeting, 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 meeting 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.

As at the date of this notice, the executive directors of the Company are Mr. Mak Shiu Tong, Clement, Mr. Tam Ngai Hung, Terry, Ms. Cheng Yuk Ching, Flora and Dr. William Donald Putt and the independent non-executive directors of the Company are Mr. Samuel Olenick, Mr. Tam King Ching, Kenny and Mr. Lau Ho Man, Edward.

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