CSC Holdings Limited — Proxy Solicitation & Information Statement 2012

Sep 13, 2012

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 or registered institution in securities, 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 to the purchaser(s), the transferee(s) or to the bank, licensed securities dealer or registered institution in securities, or other agent through whom the sale or transfer was effected for onward transmission to the purchaser(s) or the transferee(s).

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim 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: 00138)

MAJOR TRANSACTION ACQUISITION OF PROPERTY

14 September 2012

CONTENTS

			Page
Definitions	. . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from	the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		4
Appendix I	—	Financial information of the Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Appendix II	—	Unaudited financial information of the Property . . . . . . . . . . . . . . . . .	11
Appendix III —		Unaudited pro forma statement of assets and liabilities
		of the Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
Appendix IV —		Valuation report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	18
Appendix V	—	General information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	23

– i –

DEFINITIONS

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

• ‘‘Acquisition’’ acquisition of the Property by the Purchaser from the Vendor pursuant to the terms and conditions of the Provisional S&P Agreement and the Formal Agreement;

• ‘‘Announcement’’ the announcement dated 30 July 2012 made by the Company in respect of the Acquisition which constitutes a major transaction of the Company;

• ‘‘associate(s)’’ has the same meaning ascribed to it under the Listing Rules;

• ‘‘Board’’ board of the Directors;

• ‘‘Capital Force’’ Capital Force International Limited, a company incorporated in the British Virgin Islands with limited liability and wholly-owned by Mr. Mak, his spouse and his two sons;

• ‘‘Capital Winner’’ Capital Winner Investments Limited, a company incorporated in the British Virgin Islands with limited liability and wholly-owned by Mr. Mak, his spouse and his two sons;

• ‘‘CCT Tech’’ CCT Tech International Limited, an exempted company incorporated in Bermuda with limited liability and whose shares are listed on the main board of the Stock Exchange and a non wholly-owned subsidiary of the Company;

• ‘‘Company’’ CCT Telecom Holdings Limited, a company incorporated in the Cayman Islands and continued in Bermuda with limited liability and whose Shares are listed on the main board of the Stock Exchange;

• ‘‘Completion’’ completion of the Acquisition pursuant to the terms and conditions of the Provisional S&P Agreement and the Formal Agreement;

• ‘‘connected person(s)’’ has the same meaning ascribed to it under the Listing Rules;

• ‘‘Director(s)’’ director(s) of the Company from time to time;

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DEFINITIONS

• ‘‘Formal Agreement’’

• the formal sale and purchase agreement entered into between the Vendor and the Purchaser on 14 August 2012 in relation to the sale and purchase of the Property, which has incorporated the terms and conditions contained in the Provisional S&P Agreement and any other terms mutually agreed amongst the Purchaser and the Vendor;

• ‘‘FTO’’ FTO CPA Limited, Certified Public Accountants;

• ‘‘Further Deposit’’ has the meaning given to it under the sub-section headed ‘‘Terms of Payments’’ under the section headed ‘‘The Agreements and the Acquisition’’ in the ‘‘Letter from the Board’’ of this circular;

• ‘‘Grant Sherman’’ Grant Sherman Appraisal Limited, an independent professional valuer;

• ‘‘Group’’ the Company and its subsidiaries from time to time;

• ‘‘HK$’’ Hong Kong dollar(s), the lawful currency of Hong Kong;

• ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the People’s Republic of China;

• ‘‘Initial Deposit’’ has the meaning given to it under the sub-section headed ‘‘Terms of Payments’’ under the section headed ‘‘The Agreements and the Acquisition’’ in the ‘‘Letter from the Board’’ of this circular;

• ‘‘Latest Practicable Date’’ 12 September 2012, 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;

• ‘‘Mr. Mak’’

• Mr. Mak Shiu Tong, Clement, the chairman, the chief executive officer and an executive director of the Company;

• ‘‘New Capital’’

• New Capital Industrial Limited, a company incorporated in the British Virgin Islands with limited liability and whollyowned by Mr. Mak, his spouse and his two sons;

• ‘‘percentage ratios’’

• has the same meaning ascribed to it under the Listing Rules;

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DEFINITIONS

• ‘‘Property’’ Units No. 1–33, 34A, 34B, 36A, 36B and 38–45 on the Portion of the Basement of Podium of Blocks 1, 2 and 3 City Garden, No. 233 Electric Road, Hong Kong;

• ‘‘Provisional S&P Agreement’’ provisional sale and purchase agreement dated 30 July 2012 entered into between the Vendor and Goldbay Investments Limited (or its nominee) as the purchaser in relation to the sale and purchase of the Property;

• ‘‘Purchase Price’’ purchase price in the amount of HK$159,800,000 for the Acquisition;

• ‘‘Purchaser’’ Goldbay Property (China) Limited, a company incorporated in Hong Kong with limited liability and an indirect whollyowned subsidiary of the Company, which has been nominated by Goldbay Investments Limited as the purchaser to purchase the Property;

• ‘‘RMB’’ Renminbi, the lawful currency of the People’s Republic of China;

• ‘‘SFO’’ Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong);

• ‘‘Share(s)’’ ordinary share(s) of HK$0.10 each in the share capital of the Company;

• ‘‘Shareholder(s)’’ holder(s) of the Share(s); ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited; ‘‘US$’’ US dollar(s), the lawful currency of the USA; ‘‘USA’’ United States of America; ‘‘Vendor’’ Maycarol Company Limited, a company incorporated in Hong Kong with limited liability; and

• ‘‘%’’ per cent.

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LETTER FROM THE BOARD

(Incorporated in the Cayman Islands and continued in Bermuda with limited liability) (Stock Code: 00138)

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 HM 12 Bermuda

Independent non-executive Directors: Tam King Ching, Kenny Lau Ho Man, Edward Chen Li

Head office and principal place of business in Hong Kong: 31/F., Fortis Tower 77–79 Gloucester Road Hong Kong 14 September 2012

To the Shareholders

Dear Sir or Madam,

MAJOR TRANSACTION ACQUISITION OF PROPERTY

INTRODUCTION

Reference is made to the Announcement in which the Board announced that on 30 July 2012, Goldbay Investments Limited (or its nominee) as the purchaser, an indirect whollyowned subsidiary of the Company, entered into the Provisional S&P Agreement with the Vendor in relation to the acquisition of the Property for a purchase price in the amount of HK$159,800,000.

In respect of the Acquisition, one of the applicable percentage ratios, calculated by reference to Rule 14.07 of the Listing Rules, is 25% or more but less than 100%. Accordingly, the Acquisition constitutes a major transaction of the Company under Rule 14.06(3) of the Listing Rules and is therefore subject to the announcement and shareholders’ approval requirements under Chapter 14 of the Listing Rules.

The Company has obtained written approval for the Acquisition in accordance with Rule 14.44 of the Listing Rules from a closely allied group of Shareholders comprising Mr. Mak, Capital Force, New Capital and Capital Winner, which together are beneficially interested in an aggregate of 303,250,731 Shares, representing approximately 50.03% of the entire issued capital of the Company as at the date of the Announcement and the Latest Practicable Date and no Shareholder is required to abstain from voting if the Company were to convene a special general meeting for the approval of the Acquisition. On the basis that (i) no Shareholder is

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LETTER FROM THE BOARD

required to abstain from voting if the Company were to convene a special general meeting for the approval of the Acquisition; and (ii) the written approval of Mr. Mak, Capital Force, New Capital and Capital Winner for the Acquisition as mentioned above has been obtained, no special general meeting will be convened for the purpose of approving the Acquisition as permitted under Rule 14.44 of the Listing Rules.

The purpose of this circular is to provide you with further information regarding the Acquisition.

THE AGREEMENTS AND THE ACQUISITION

Provisional S&P Agreement:

Date: 30 July 2012 Parties: (i) Purchaser: Goldbay Investments Limited (or its nominee), which is an indirect wholly-owned subsidiary of the Company (ii) Vendor: Maycarol Company Limited

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, the Vendor and its ultimate beneficial owner are third parties independent of the Company and its connected persons.

The Formal Agreement and the Sale and Purchase:

Pursuant to the Provisional S&P Agreement, the Vendor will sell and Goldbay Investments Limited (or its nominee) will purchase the Property upon the terms contained therein. Subsequent to the Provisional S&P Agreement, Goldbay Investments Limited has nominated the Purchaser to purchase the Property. The Vendor and the Purchaser have entered into the Formal Agreement on 14 August 2012. The Formal Agreement has incorporated the terms and conditions contained in the Provisional S&P Agreement and any other terms mutually agreed between the Purchaser and the Vendor.

The Purchaser will purchase the Property subject to the short term licence agreement, as described in the sub-section headed ‘‘The Property’’ below.

The Property:

The Property is situated at Units No. 1–33, 34A, 34B, 36A, 36B and 38–45 on the Portion of the Basement of Podium of Blocks 1, 2 and 3 City Garden, No. 233 Electric Road, Hong Kong. The Property is a commercial arcade with a gross floor area of approximately 40,000 square feet. The Property was acquired by the Vendor on 28 February 2011.

At the time the Provisional S&P Agreement was signed, the Property was licensed by the Vendor to a licencee, which is a third party independent of the Company and its connected persons, for use as a children learning centre at an average monthly licence fee of approximately HK$577,500 (inclusive of management fees, air conditioning fee and

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LETTER FROM THE BOARD

government rent and rates, expenses of which are responsible by the Vendor) under the licence agreement for the licence period from 1 January 2012 to 31 August 2012. On 10 August 2012, the Vendor renewed the licence agreement with the licencee under which the licence period for the Property has been renewed for a four-month period from 1 September 2012 to 31 December 2012 at a revised monthly licence fee of HK$600,000 (inclusive of management fees, air conditioning fee and government rent and rates, expenses of which are responsible by the Vendor).

A valuation of the Property has been carried out by Grant Sherman, which valued the market value of the Property in existing state at HK$162,000,000 as at 30 July 2012. The valuation report of the Property performed by Grant Sherman is set out in Appendix IV to this circular.

Purchase Price:

The purchase price for the Property is HK$159,800,000, payable in cash.

The Purchase Price was determined after arm’s length negotiation by reference to: (i) the prevailing market price of retail shops of the nearby location in North Point; and (ii) the market value of the Property in existing state as at 30 July 2012 appraised by Grant Sherman. It is estimated that the Purchase Price together with such stamp duty, property agent commission, registration fee, legal costs and printing and mailing costs of the circular will put the total costs of the Property at approximately HK$168,000,000.

The Purchase Price represents a discount of approximately 1.36% to the market value in existing state of HK$162,000,000 as at 30 July 2012 as valued by Grant Sherman. The slight discount is considered to be reasonable and acceptable.

The Directors (including the independent non-executive Directors) believe that the Purchase Price is fair and reasonable and in the interests of the Company and the Shareholders as a whole.

Terms of Payments:

• (a) an initial deposit of HK$5,000,000 (the ‘‘Initial Deposit’’) has been paid by the Purchaser to the Vendor upon signing of the Provisional S&P Agreement;

• (b) a further deposit of HK$10,980,000 (the ‘‘Further Deposit’’) was paid by the Purchaser to the Vendor on 14 August 2012; and

• (c) the remaining balance of the Purchase Price of HK$143,820,000 will be satisfied in full by the Purchaser upon Completion.

The Initial Deposit and the Further Deposit have been paid to the Vendor’s solicitors as stakeholders who may release the same to the Vendor provided that evidence is provided by the Vendor that the balance of the Purchase Price is sufficient to discharge the Property from the existing legal charge/mortgage.

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LETTER FROM THE BOARD

The Company intends to satisfy the Purchase Price by a combination of internal resources of the Group and bank mortgage financing to the extent where available.

Completion:

Completion will take place on or before 30 November 2012.

REASONS FOR AND BENEFITS OF THE ACQUISITION

The Property will be held by the Group as an investment producing rental income. The Board is confident in the retail property market in Hong Kong because of the buoyant retail market boosted by increasing number of visitors from the mainland China. As such, the Board believes that the Acquisition represents a good investment as the Group will earn a stream of rental income from the Property and it will benefit from long term capital gains in the event the Property appreciates in value in the future.

On the above basis, the Directors (including the independent non-executive Directors) consider that the terms of the Provisional S&P Agreement, the Formal Agreement and the Acquisition are on normal commercial terms, fair and reasonable and in the interests of the Company and the Shareholders as a whole.

None of the Directors has any material interest in the Provisional S&P Agreement, the Formal Agreement and the Acquisition and therefore, none of them has abstained from voting on the Board resolution(s) which approved the Provisional S&P Agreement, the Formal Agreement and the Acquisition.

FINANCIAL EFFECT OF THE ACQUISITION

Earnings

As described in the sub-section headed ‘‘The Property’’ under the section headed ‘‘The Agreements and the Acquisition’’, the Property is currently licensed by the Vendor to a third party licencee for use as a children learning centre at a monthly licence fee of HK$600,000 (inclusive of management fees, air conditioning fee and government rent and rates, expenses of which are responsible by the Vendor) under the short-term licence agreement which will expire on 31 December 2012. As such, the Property will derive licence fee or rental income and therefore the Acquisition will have positive effects on the earnings of the Group.

Assets and Liabilities

Upon Completion, the remaining balance of the Purchase Price will be paid by the Purchaser to the Vendor in full, which will be funded partly by internal resources of the Group and partly by mortgage loan. Following the Acquisition, the total assets of the Group are expected to increase by approximately HK$168,000,000 representing the sum of the Purchase Price and the capitalised expenses whereas the net asset value of the Group is expected to remain unchanged as the increase in investment properties will be offset by the decrease in cash balances and increase in liabilities (representing mortgage loan to be borrowed to fund part of the Purchase Price) of the Group.

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LETTER FROM THE BOARD

INFORMATION OF THE PURCHASER, THE COMPANY AND THE GROUP

The Purchaser is an indirect wholly-owned subsidiary of the Company and its principal activity is investment.

The Company is the holding company of the Group, which is principally engaged in (i) the manufacture and sale of telecom, electronic and child products; (ii) the manufacture and sale of plastic components; (iii) the securities business; (iv) the property development; and (v) the property investment and holding.

INFORMATION OF THE VENDOR

The Vendor is a company engaged in investment business.

LISTING RULES IMPLICATIONS

In respect of the Acquisition, one of the applicable percentage ratios, calculated by reference to Rule 14.07 of the Listing Rules, is 25% or more but less than 100%. Accordingly, the Acquisition constitutes a major transaction of the Company under Rule 14.06(3) of the Listing Rules and is therefore subject to the announcement and shareholders’ approval requirements under Chapter 14 of the Listing Rules.

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiry, none of the Shareholders has any material interest in the Acquisition and no Shareholder is required to abstain from voting if the Company were to convene a special general meeting for the approval of the Acquisition.

The Company has obtained written approval for the Acquisition in accordance with Rule 14.44 of the Listing Rules from a closely allied group of Shareholders comprising Mr. Mak, Capital Force, New Capital and Capital Winner, which together are beneficially interested in an aggregate of 303,250,731 Shares, representing approximately 50.03% of the entire issued capital of the Company as at the Latest Practicable Date. The shareholdings in Capital Force, New Capital and Capital Winner are wholly-owned by Mr. Mak, his spouse and his two sons. As at the Latest Practicable Date, Mr. Mak, Capital Force, New Capital and Capital Winner holds 8,475,652 Shares, 96,868,792 Shares, 171,357,615 Shares and 26,548,672 Shares respectively, representing approximately 1.40%, 15.98%, 28.27% and 4.38% respectively of the entire issued capital of the Company. On the basis that (i) no Shareholder is required to abstain from voting if the Company were to convene a special general meeting for the approval of the Acquisition; and (ii) the written approval of Mr. Mak, Capital Force, New Capital and Capital Winner for the Acquisition as mentioned above has been obtained, no special general meeting will be convened for the purpose of approving the Acquisition as permitted under Rule 14.44 of the Listing Rules. The information contained in this circular is for information only.

RECOMMENDATION

The Directors (including the independent non-executive Directors) are of the view that the Acquisition is fair and reasonable and is in the interests of the Company and the Shareholders as a whole.

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LETTER FROM THE BOARD

OTHER INFORMATION

Your attention is also drawn to the additional information set out in the appendices to this circular.

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

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FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

1. FINANCIAL INFORMATION OF THE GROUP

The financial information of the Group (i) for the six months ended 30 June 2012 is disclosed on pages 15 to 32 of the 2012 interim report of the Company dated 31 August 2012; (ii) for the year ended 31 December 2011 is disclosed on pages 47 to 132 of the 2011 annual report of the Company dated 29 March 2012 (iii) for the year ended 31 December 2010 is disclosed on pages 41 to 120 of the 2010 annual report of the Company dated 29 March 2011; and (iv) for the year ended 31 December 2009 is disclosed on pages 42 to 121 of the 2009 annual report of the Company dated 20 April 2010.

All these financial statements have been published on the website of the Stock Exchange (http://www.hkexnews.hk) and the website of the Company (http://www.cct.com.hk).

2. STATEMENT OF INDEBTEDNESS

As at the close of business on 31 July 2012 (being the latest practicable date for ascertaining information regarding this indebtedness statement), the Group had total outstanding borrowings of approximately HK$1,015 million, of which HK$647 million and HK$433 million were guaranteed by CCT Tech and the Company respectively. The borrowings comprised secured bank loans of approximately HK$956 million, unsecured bank loans of approximately HK$56 million and obligations under finance lease contracts of approximately HK$3 million. The Group’s borrowings were secured by (i) certain assets held by the Group with aggregate net book values of approximately HK$1,362 million as at 31 July 2012; and (ii) pledge of certain fixed deposits of the Group of approximately HK$347 million as at 31 July 2012.

Save as aforesaid, and apart from intra-group liabilities, the Group did not have any bank loans, bank overdrafts and liabilities under acceptances (other than normal trade bills) 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 July 2012.

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 July 2012.

3. WORKING CAPITAL

The Directors, after due and careful enquiry and consideration, are of the opinion that the Group will, after taking into account the effect of the Acquisition, and the present internal financial resources available to the Group including internally generated cash flows and the existing banking and credit facilities available, have sufficient working capital for its present requirements in next 12 months from the date of this circular in the absence of unforeseen material circumstances.

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UNAUDITED FINANCIAL INFORMATION OF THE PROPERTY

APPENDIX II

PROFIT AND LOSS STATEMENT OF THE PROPERTY

In accordance with Rule 14.67(6)(b)(i) of the Listing Rules, the Company is required to include in this circular a profit and loss statement of the Property for the eight months ended 31 August 2012 and the period from 28 February 2011 (the date of acquisition of the Property by the Vendor) to 31 December 2011 (the ‘‘Relevant Financial Periods’’) on the identifiable net income stream in relation to such assets which must be reviewed by the reporting accountants to ensure that such information has been properly compiled and derived from the underlying books and records.

The profit and loss statement of the Property for the Relevant Financial Periods based on the information provided by the Vendor is set out below:

Licence fee income Less: Property operating expenses (Note) Profit before bank interest and taxation	Period ended 31 December 2011 31 August 2012 HK$’000 HK$’000 4,500 4,620 (1,961) (1,573) 2,539 3,047

Note: Property operating expenses represented management fee, air conditioning fee, government rent and rates.

The financial information of the Property set out above is prepared using accounting policies which are materially consistent with those of the Group.

FTO CPA Limited, the reporting accountants engaged by the Company, has performed procedures in respect of the compilation of the profit and loss statement of the Property for the Relevant Financial Periods in accordance with Hong Kong Standard on Related Services 4400 ‘‘Engagements to Perform Agreed-Upon Procedures Regarding Financial Information’’ issued by the Hong Kong Institute of Certified Public Accountants (‘‘HKICPA’’). FTO has agreed the amounts in the profit and loss statement of the Property set out above to the corresponding amounts appearing on schedules prepared by the Company; checked the arithmetical accuracy of the calculations in the schedules; and agreed the amounts in the schedules to the relevant accounting documents and records of the Property.

The above procedures do not constitute an assurance engagement performed in accordance with Hong Kong Standards on Auditing, Hong Kong Standards on Review Engagements, Hong Kong Standards on Assurance Engagements, or Hong Kong Standards on Investment Circular Reporting Engagements issued by the HKICPA. As such, FTO does not express any assurance on the profit and loss statement of the Property.

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UNAUDITED FINANCIAL INFORMATION OF THE PROPERTY

APPENDIX II

Had FTO performed additional procedures or had FTO performed an assurance engagement on the profit and loss statement of the Property in accordance with Hong Kong Standards on Auditing, Hong Kong Standards on Review Engagements, Hong Kong Standards on Assurance Engagements, or Hong Kong Standards on Investment Circular Reporting Engagements issued by the HKICPA, other matters might have come to FTO’s attention that would have been reported to the Company.

VALUATION OF THE PROPERTY

No valuation of the Property for the Relevant Financial Periods has been disclosed herein as the Directors were unable to obtain any valuation reports from the Vendor.

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UNAUDITED PRO FORMA STATEMENT OF ASSETS AND LIABILITIES OF THE GROUP

APPENDIX III

Set out below is the letter from FTO on the unaudited pro forma statement of assets and liabilities of the Group.

==> picture [158 x 67] intentionally omitted <==

Room 2303, 23rd Floor China Insurance Group Building 141 Des Voeux Road Central Central Hong Kong 14 September 2012

To Directors

CCT Telecom Holdings Limited

We report on the unaudited pro forma statement of assets and liabilities of CCT Telecom Holdings Limited (the ‘‘Company’’) and its subsidiaries (hereinafter collectively referred to as the ‘‘Group’’), which has been prepared by the directors for illustrative purposes only, to provide information about how the acquisition of properties located at Units No. 1–33, 34A, 34B, 36A, 36B and 38–45 on the Portion of the Basement of Podium of Blocks 1, 2 and 3 City Garden, No. 233 Electric Road, Hong Kong for a consideration of HK$159,800,000 might have affected the statement of assets and liabilities presented, for inclusion as Appendix III to circular of the Company dated 14 September 2012 (the ‘‘Circular’’). The basis of preparation of the unaudited pro forma statement of assets and liabilities is set out on page 15 to 17 to the Circular.

RESPECTIVE RESPONSIBILITIES OF DIRECTORS OF THE COMPANY AND REPORTING ACCOUNTANTS

It is the responsibility solely of the directors of the Company to prepare the unaudited pro forma statement of assets and liabilities in accordance with paragraph 4.29 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ‘‘Listing Rules’’) and with reference to Accounting Guideline 7 ‘‘Preparation of Pro Forma Financial Information for Inclusion in Investment Circulars’’ issued by the Hong Kong Institute of Certified Public Accountants (the ‘‘HKICPA’’).

It is our responsibility to form an opinion, as required by paragraph 4.29(7) of the Listing Rules, on the unaudited pro forma statement of assets and liabilities 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 unaudited pro forma statement of assets and liabilities 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 engagement in accordance with Hong Kong Standard on Investment Circular Reporting Engagements 300 ‘‘Accountants’ Reports on Pro Forma Financial Information in Investment Circulars’’ issued by the HKICPA. Our work consisted primarily of

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UNAUDITED PRO FORMA STATEMENT OF ASSETS AND LIABILITIES OF THE GROUP

APPENDIX III

comparing the unadjusted financial information with source documents, considering the evidence supporting the adjustments and discussing the unaudited pro forma statement of assets and liabilities with the directors of the Company. This engagement did not involve independent examination of any of the underlying financial information.

We planned and performed our work so as to obtain the information and explanations we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the unaudited pro forma statement of assets and liabilities has been properly compiled by the directors of the Company on the basis stated, that such basis is consistent with the accounting policies of the Group and that the adjustments are appropriate for the purposes of the unaudited pro forma statement of assets and liabilities as disclosed pursuant to paragraph 4.29(1) of the Listing Rules.

The unaudited pro forma statement of assets and liabilities is for illustrative purposes only, based on the judgements and assumptions of the directors of the Company, and, because of its hypothetical nature, does not provide any assurance or indication that any event will take place in the future and may not be indicative of the financial position of the Group as at 30 June 2012 or any future date.

OPINION

In our opinion:

• a. the unaudited pro forma statement of assets and liabilities has been properly compiled by the directors of the Company on the basis stated;

• b. such basis is consistent with the accounting policies of the Group; and

• c. the adjustments are appropriate for the purposes of the unaudited pro forma statement of assets and liabilities as disclosed pursuant to paragraph 4.29(1) of the Listing Rules.

FTO CPA Limited

Certified Public Accountants

Tsoi Ying Ho

Practising Certificate Number P04875

Hong Kong

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UNAUDITED PRO FORMA STATEMENT OF ASSETS AND LIABILITIES OF THE GROUP

APPENDIX III

INTRODUCTION TO THE UNAUDITED PRO FORMA STATEMENT OF ASSETS AND LIABILITIES OF THE GROUP

Capitalised terms used herein shall have the same meanings as those defined in this circular, unless the context requires otherwise.

The following is an illustrative and unaudited pro forma statement of assets and liabilities of the Group, which has been prepared on the basis of the notes set out below for the purpose of illustrating the effect of the Acquisition as if the Acquisition had taken place on 30 June 2012.

This unaudited pro forma statement of assets and liabilities of the Group has been prepared for illustrative purposes only and, because of its hypothetical nature, it may not give a true picture of the financial position of the Group had the Acquisition been completed as at 30 June 2012 or at any future date.

HK$ million ASSETS NON-CURRENT ASSETS Property, plant and equipment Investment properties Prepaid land lease payments Goodwill Available-for-sale investments Held-to-maturity debt securities Other receivable Deferred tax assets Total non-current assets CURRENT ASSETS Inventories Property under development Completed properties held for sale Investment property classified as held for sale Trade receivables Prepayment, deposits and other receivables Financial assets at fair value through profit or loss Pledged time deposits Cash and cash equivalents Total current assets Total assets	The Group as at 30 June 2012 Note (a) 858 286 99 87 26 51 14 1 1,422 126 235 362 170 288 289 28 398 456 2,352 3,774	Pro forma adjustments Note (b) — 168 — — — — — — 168 — — — — — — — — (88) (88) 80	Pro forma total of the Group 858 454 99 87 26 51 14 1
			1,590
			126 235 362 170 288 289 28 398 368
			2,264
			3,854

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UNAUDITED PRO FORMA STATEMENT OF ASSETS AND LIABILITIES OF THE GROUP

APPENDIX III

HK$ million EQUITY AND LIABILITIES Equity attributable to owners of the parent Issued capital Reserves Non-controlling interests Total equity NON-CURRENT LIABILITIES Derivative financial instrument Interest-bearing bank and other borrowings Other payable Deferred tax liabilities Total non-current liabilities CURRENT LIABILITIES Trade and bills payables Tax payable Other payables and accruals Receipts in advance Interest-bearing bank and other borrowings Total current liabilities Total liabilities Total equity and liabilities Net current assets/(liabilities) Total assets less current liabilities	The Group as at 30 June 2012 Note (a) 61 1,763 1,824 266 2,090 14 442 16 29 501 358 35 189 2 599 1,183 1,684 3,774 1,169 2,591	Pro forma adjustments Note (b) — — — — — — 75 — — 75 — — — — 5 5 80 80 (93) 75	Pro forma total of the Group 61 1,763
			1,824 266
			2,090
			14 517 16 29
			576
			358 35 189 2 604
			1,188
			1,764
			3,854
			1,076
			2,666

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UNAUDITED PRO FORMA STATEMENT OF ASSETS AND LIABILITIES OF THE GROUP

APPENDIX III

Notes:

• (a) The unaudited consolidated statement of financial position of the Group as at 30 June 2012 was extracted from the published interim report of the Group for the period ended 30 June 2012.

• (b) The adjustments represent accounting treatments in relation to acquisition of the Property by the Group. The Property will be classified as investment properties in the accounts. The aggregate consideration of the Acquisition is HK$168 million of which approximately HK$160 million is the Purchase Price and the balance of HK$8 million represents direct expenses (including stamp duty, property agent commission, registration fee, legal costs and printing and mailing costs of the circular) relating to the Acquisition. In preparing the unaudited pro forma statement of assets and liabilities, it is assumed that the Group will settle the consideration and direct expenses as to HK$88 million by internal resources and as to HK$80 million (approximately 50% of the Purchase Price) by mortgage bank loan. It is also assumed, the mortgage bank loan of HK$80 million will have a maturity of 15 years, of which $5 million will be classified as current liability and $75 million will be classified as non-current liability.

• (c) No adjustments have been made to reflect any trading results or other transactions of the Group entered into subsequent to 30 June 2012.

– 17 –

VALUATION REPORT

APPENDIX IV

The following is the text of letter and valuation certificate, prepared for the purpose of incorporation in this circular, received from Grant Sherman Appraisal Limited, an independent property valuer, in connection with their valuation as at 30 July 2012 of the property interest to be held by the Group in Hong Kong.

==> picture [66 x 33] intentionally omitted <==

Room 1005 on 10/F AXA Centre 151 Gloucester Road Wanchai Hong Kong

14 September 2012

The Directors CCT Telecom Holdings Limited 31st Floor, Fortis Tower, 77–79 Gloucester Road, Hong Kong

Dear Sirs,

In accordance with your instructions to value the property interest to be held by CCT Telecom Holdings Limited (‘‘the Company’’) and its subsidiaries (together referred to as ‘‘the Group’’) located in Hong Kong, we confirm that we have carried out inspections, made relevant enquiries and obtained such further information as we consider necessary for the purpose of providing you with our opinion of the market value of such interests as at 30 July 2012 (the ‘‘Valuation Date’’) for the purpose of incorporation into the circular issued by the Company on the date hereof.

Our valuation is our opinion of market value which we would define as intended to mean ‘‘the estimated amount for which a property should exchange on the date of valuation between a willing buyer and a willing seller in an arm’s-length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and without compulsion.’’

In valuing the property interest in Hong Kong, we have adopted the direct comparison approach and made reference to the recent transactions for similar premises in the proximity. Adjustments have been made for the differences in transaction dates, building age, floor area etc. between the comparable properties and the subject property. We have also adopted the investment approach by taking into account the current rent passing of the property interest and the reversionary potential of the tenancy.

Our valuation has been made on the assumption that the owner sells the property interest on the open market in its existing state without the benefit of a deferred terms contract, leaseback, joint venture, management agreement or any similar arrangement which would serve to increase the value of the property interest. In addition, no forced sale situation in any manner is assumed in our valuation.

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VALUATION REPORT

APPENDIX IV

No allowance has been made in our valuation for any charge, mortgage or amount owing on the property nor for any expenses or taxation which may be incurred in effecting a sale. Unless otherwise stated, it is assumed that the property is free from encumbrances, restrictions and outgoings of an onerous nature which could affect its value.

In valuing the property interests, we have complied with all the requirements contained in Chapter 5 of Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and The HKIS Valuation Standards on Properties (1st Edition 2005) published by The Hong Kong Institute of Surveyors.

We have caused searches to be made on the title of the property at the Land Registry in Hong Kong, however, we have not scrutinized the original title documents to verify ownership or to verify any amendments, which may not appear on the copies handed to us.

In valuing the property interest which is situated in Hong Kong and held under the government leases which will be expired before 30th June 2047, we have taken into account of the statement contained in the Annex III of the Joint Declaration of the Government of the United Kingdom of Great Britain and Northern Ireland and the Government of the People’s Republic of China on the question of Hong Kong and the New Territories Leases (Extension) Ordinance 1988 that such leases would have been extended without payment of premium until 30th June 2047 and that an annual rent of three percent of the rateable value of the property would be charged from the date of extension.

We have relied to a considerable extent on the information provided by the Company and have accepted advice given to us by the Company on matters such as statutory notices, easements, tenure, occupancy, floor areas, identification of the properties and all other relevant matters. We have no reason to doubt the truth and accuracy of the information provided to us by the Company. We have relied on the Company’s confirmation that no material fact has been omitted from the information so supplied. All documents have been used as reference only. All dimensions, measurements and areas are approximations. No on-site measurement has been taken.

We have inspected the exterior and, where possible, the interiors of the property in respect of which we have been provided with such information as we have required for the purpose of our valuation. However, no structural survey has been carried out and it was not possible to inspect the wood work and other parts of the structures which were covered, unexposed or inaccessible. We are therefore, unable to report that the property are free of rot, infestation or any structural defect. No tests have been carried out on any of the building services.

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VALUATION REPORT

APPENDIX IV

Unless otherwise stated, all sums in our valuation are in Hong Kong Dollars.

We enclose herewith the valuation certificate.

Respectfully submitted,

For and on behalf of

GRANT SHERMAN APPRAISAL LIMITED

Lawrence Chan Ka Wah

MRICS MHKIS RPS(GP)

Director

Real Estate Group

• Note: Lawrence Chan Ka Wah is a member of the Royal Institution of Chartered Surveyors, a member of the Hong Kong Institute of Surveyors and Registered Professional Surveyors in the General Practice Section, who has over 9 years experience in the valuation of properties in Hong Kong, Macau, Taiwan, the PRC and the Asian Rim.

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VALUATION REPORT

APPENDIX IV

VALUATION CERTIFICATE

Property interest to be held by the Group for investment purpose in Hong Kong

Property Description and Tenure

Market value in existing state as at Particular of occupancy 30 July 2012

Units No. 1–33, 34A, The subject development The property is currently HK$162,000,000 34B, 36A, 36B and (‘‘Subject Development’’) subject to a licence agreement 38–45 on the Portion of where the property situated is with a total licence fee of the Basement of Podium a 30-storey composite HK$4,620,000 (inclusive of of Blocks 1, 2 and 3, building (including of a management fees, air City Garden No. 233 single-storey basement) conditioning fee and Electric Road, completed in 1983. government rent and rates but Hong Kong exclusive of other operating The property comprises 45 outgoings) for a term 21,663/21,663rd of adjoining shop units on the commencing on 1 January 1,135/100,180th equal basement of the Subject 2012 and expiring on 31 and undivided shares of Development. August 2012. and in Inland Lot No. 8580 The property has a total gross The licence agreement was floor area of approximately renewed for a term 44,235 sq.ft. commencing on 1 September

The licence agreement was renewed for a term commencing on 1 September 2012 and expiring on 31 December 2012 at a total licence fee of HK$2,400,000 (inclusive of management fees, air conditioning fee and government rent and rates but exclusive of other operating outgoings).

The property is held under for a term of 75 years and renewable for further 75 years commencing from 31 August 1914.

The Government rent payable for Inland Lot No. 8580 is HK$7,676,722 per annum.

Upon our site inspection, the property was occupied by the tenant for classroom and ancillary uses.

Notes:

• (i) Pursuant to the Land Registers, the registered owner of the property is Maycarol Company Limited, registered vide Memorial No.11032402140104 dated 28 February 2011.

• (ii) The subject property is subject to a mortgage in favor of the Hong Kong and Shanghai Banking Corporation Limited vide Memorial No.11032402140125 dated 28 February 2011.

• (iii) The subject property is subject to Assignment of Rental in favor of The Hong Kong and Shanghai Banking Corporation Limited vide Memorial No.11032402140132 dated 28 February 2011.

• (iv) As advised by the Company, the tenant, Novel Sense Limited, is an independent third party, which is not connected with and is independent of, any of the directors, or any of their respective associates of the Group.

• (v) Pursuant to the North Plan Outlined Zoning Plan (Plan No.: S/H8/24), the area where the property situated is zoned as ‘‘Residential (Group A) 1’’.

• (vi) The property was inspected by our Mr Lawrence Chan (MRICS MHKIS RPS(GP)), Ms. Fiona Tsueng (BSc (Hons) in Real Estate) and Mr. Will Chan (BSc Land Management) on 13 August 2012. Upon our inspection, the external condition of the property was good.

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VALUATION REPORT

APPENDIX IV

• (vii) The Subject Development is located at the northern side of Electric Road, opposite to City Garden Hotel. The vicinity is mainly comprised of high-rise residential and office buildings. The subject development is accessible via bus, tram, taxi and MTR and is within 10 minutes walking distance to Fortress Hill MTR Station. According to the statistics from the Rating and Valuation Department, the average yield for the same type of the property in Hong Kong is about 3%.

– 22 –

GENERAL INFORMATION

APPENDIX V

1. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

2. FINANCIAL AND TRADING PROSPECTS OF THE GROUP

Against a backdrop of global economic uncertainties, the management of the Group will strive to improve its performance in the second half of this year. The Directors expect orders to increase in the second half as compared to the first half as there is sign to show that customers have started to replenish inventory. The Group will continue to develop and roll out advanced and innovative products which can deliver multiple functions at competitive prices. The Group will strive to maintain a competitive position in the phone business and to penetrate further into the emerging residential multimedia android device market.

High production costs will remain a major challenge to the performance of the Group. The management expects labour wages in China will increase further, due to shortage of labour. To combat rising costs, the management has taken cost control as an important task of its daily routine and continuous effort will be taken to drive productivity and efficiency.

The Group has established a strong foothold in the contract manufacturing service (‘‘CMS’’) market. Its effective productivity and excellent track record of product quality has achieved favourable market response. The Board is confident on the growth potential of its CMS business and is committed to put in more resources in expanding such business by gaining new customers and expanding its product range and mix.

The Group’s property development business continued to deliver solid results despite a slowing property market in China. The Board believe the prospects of the China’s housing market will benefit in the future from improved market liquidity and sentiment. The Group will step up the sale effort on the property projects in the second half this year. The Group will strive to increase sales in the second half, in a slow market. The Directors are confident that this business segment will continue to deliver strong results in the coming years and will become a key driver for our revenue and profitability growth in the future.

The Directors are optimistic about the property market in Hong Kong as supply falls short of demand at least in the next few years, notwithstanding the Hong Kong government’s determination to increase land supply. The Directors take the view that the Hong Kong property market will remain robust in the long run, boosted by the strong local demand, the huge influx of foreign investment (notably from China) and the low interest rate environment.

The financial position of the Group remains solid and healthy. The Group maintains sufficient working capital and the gearing ratio of the Group remains at a low level.

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GENERAL INFORMATION

APPENDIX V

The Directors consider the Acquisition to be a wise investment. The Directors have confidence in the Hong Kong retail property market and believe that price of retail properties will go up in the long term because of the buoyant retail market boosted by increasing number of visitors from the mainland China. In addition to earn a stream of rental income, the Directors also believe that the Acquisition may produce potential capital gain in the future through appreciation in the value of the Property.

3. DISCLOSURE OF INTERESTS

(a) Directors’ interests and short positions in the shares and the underlying shares of the share options of the Company and its associated corporation

As at the Latest Practicable Date, the Directors and chief executive of the Company and/or any of their respective associates had the following interests and short positions in the shares, underlying shares and debentures of the Company and/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 which 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 Shares and the underlying Shares as at the Latest Practicable Date

Long positions in the Shares:

				Approximate
				percentage
				of the total
				issued share
	Number of the Shares		interested	capital
	and	nature of interest		of the
Name of the Directors	Personal	Corporate	Total	Company
				(%)
Mr. Mak (Note)	8,475,652	294,775,079	303,250,731	50.03
Tam Ngai Hung, Terry	500,000	—	500,000	0.08
William Donald Putt	591,500	—	591,500	0.10

Note: Of the shareholding in which Mr. Mak was interested, an aggregate of 294,775,079 Shares were beneficially held by Capital Force, New Capital and Capital Winner, all of which are corporations wholly-owned by him, his spouse and his two sons. Mr. Mak is deemed to be interested in such Shares under the SFO as he controls the exercise of one-third or more of the voting power at general meetings of Capital Force, New Capital and Capital Winner.

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GENERAL INFORMATION

APPENDIX V

• (2) Interests and short positions in the shares and the underlying shares of the share options of an associated corporation — CCT Tech as at the Latest Practicable Date

• (i) Long positions in the shares of CCT Tech:

					Approximate
					percentage of
					the total
	Number	of the shares interested			issued share
Name of the	and	nature of interest			capital of
Directors	Personal	Corporate		Total	CCT Tech
					(%)
Mr. Mak (Note)	—	33,026,391,124	33,026,391,124		50.49
Tam Ngai Hung,
Terry	20,000,000	—		20,000,000	0.03
Cheng Yuk Ching,
Flora	18,000,000	—		18,000,000	0.03
Chen Li	10,000,000	—		10,000,000	0.02

• Note: The interest disclosed represents 33,026,391,124 shares of CCT Tech held by the Company through its indirect wholly-owned subsidiaries. Mr. Mak is deemed to be interested in such shares of CCT Tech under the SFO as he is entitled to exercise or control the exercise of one-third or more of the voting power at general meetings of the Company through his interest in the shareholding of approximately 50.03% of the total issued share capital in the Company as at the Latest Practicable Date.

• (ii) Long positions in the underlying shares of the share options granted under the share option scheme of CCT Tech:

								Approximate
								percentage of
						Number of	Number of	the total
	Date of grant	Exercise period		Exercise		the share	the total	issued share
Name of the	of the share		of the share	price per		options	underlying	capital of
Directors	options		options		share	outstanding	shares	CCT Tech
					HK$			(%)
Tam Ngai Hung,	23/7/2009		23/7/2009–		0.01	223,000,000	223,000,000	0.34
Terry			6/11/2012
Cheng Yuk Ching,	23/7/2009		23/7/2009–		0.01	245,000,000	245,000,000	0.37
Flora			6/11/2012
William Donald	23/7/2009		23/7/2009–		0.01	8,000,000	8,000,000	0.01
Putt			6/11/2012
Chen Li	23/7/2009		23/7/2009–		0.01	8,000,000	8,000,000	0.01
			6/11/2012

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GENERAL INFORMATION

APPENDIX V

(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 any compensation, other than statutory compensation).

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

• (i) none of the Directors and chief executive of the Company and/or any of their respective associates had any interest and short position in the shares, underlying shares and debentures of the Company and/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;

• (ii) none of the Directors had any direct or indirect interest in any assets which had been, since 31 December 2011, 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; and

• (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.

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GENERAL INFORMATION

APPENDIX V

(d) 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 chief executive of the Company) had interests or short positions in the Shares or the underlying Shares which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or were, directly or indirectly interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any other member of the Group:

Long positions in the Shares as at the Latest Practicable Date:

		Approximate
		percentage of
		the total
	Number of	issued share
	the Shares	capital of the
Name of the Shareholders	held	Company
		(%)
Capital Force (Note)	96,868,792	15.98
New Capital (Note)	171,357,615	28.27

Note: Capital Force and New Capital are corporations controlled by Mr. Mak, his spouse and his two sons. Mr. Mak’s interest in such Shares has also been disclosed under the sub-section headed ‘‘Directors’ interests and short positions in the shares and the underlying shares of the share options of the Company and its associated corporations’’ 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 chief executive of the Company) who had any interests or short positions in the Shares and the underlying Shares which would fall to be disclosed under the provisions of Divisions 2 and 3 of Part XV of the SFO, or were, directly or indirectly interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any other member of the Group.

4. LITIGATION

As at the Latest Practicable Date, neither the Company nor any member of the Group was engaged in any litigation or claims 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.

5. COMPETING INTERESTS

As at the Latest Practicable Date, none of the Directors and their respective associates was considered to have an interest in a business which competes or is likely to compete, either directly or indirectly, with the business of the Group.

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GENERAL INFORMATION

APPENDIX V

6. QUALIFICATIONS AND CONSENTS OF EXPERTS

The following are the qualifications of the experts who have given opinions and advice which are contained in this circular:

Name

Qualification

FTO Grant Sherman

Certified Public Accountants professional valuer

• (i) Neither FTO nor Grant Sherman had any shareholding, directly or indirectly, in the Company or any member of the Group or any right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in the Company or any member of the Group as at the date of this circular;

• (ii) Both FTO and Grant Sherman have given their consent and neither of them has withdrawn its written consent to the issue of this circular with the inclusion herein of its letter dated 14 September 2012 and/or reference to its name in the form and context in which it is included; and

• (iii) Neither FTO nor Grant Sherman had any direct or indirect interest in any asset which had been acquired, or disposed of by, or leased to the Company or any member of the Group, or was proposed to be acquired, or disposed of by, or leased to any member of the Group since 31 December 2011, the date to which the latest published audited financial statements of the Group were made up.

7. MATERIAL ADVERSE CHANGE

Save as disclosed in the interim report of the Group for the period ended 30 June 2012, the Directors have confirmed that there has been no material adverse change in the financial or trading position or prospects of the Group since 31 December 2011, being the date to which the latest published audited financial statements of the Group were made up, up to the Latest Practicable Date.

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

8. MATERIAL CONTRACTS

The following contracts (not being contracts entered into in the ordinary course of business of the Group) have been entered into by the Group within the two years immediately preceding the date of the Announcement and up to and including the Latest Practicable Date which are, or may be, material:

• (i) the Formal Agreement;

• (ii) the Provisional S&P Agreement;

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GENERAL INFORMATION

APPENDIX V

• (iii) the formal sale and purchase agreement entered into between (i) Goldbay Investments Limited (‘‘Goldbay Investments’’, an indirect wholly-owned subsidiary of the Company) as the vendor; and (ii) Metro Dragon International Limited (‘‘Metro Dragon’’) (an independent third party) as the purchaser on 7 August 2012, and which Goldbay Investments will sell and Metro Dragon will buy the office property situated at the whole floor of 17th Floor of CCT Telecom Building, No. 11 Wo Shing Street, Fotan, Shatin, New Territories, Hong Kong at a consideration of HK$42,700,000;

• (iv) the provisional sale and purchase agreement entered into between Goldbay Investments as the vendor and Metro Dragon as the purchaser on 24 July 2012 in relation to the sale and purchase of the office property as referred to in paragraph (iii) above;

• (v) the formal sale and purchase agreement entered into amongst (i) FBT 27–32 Company Limited (‘‘FBT’’) (an independent third party) as the vendor; and (ii) Charter Base Development Limited (‘‘Charter Base’’) and Huge Partner Limited (‘‘Huge Partner’’), the indirect wholly-owned subsidiaries of the Company as the purchasers on 15 September 2011, and which FBT would sell and Charter Base and Huge Partner together would buy the office properties situated at all those 31st Floor and 32nd Floor including an assignment of all those machine rooms in the main roof and the car parking spaces no. 5–11 on the 1st Floor of Fortis Tower at Nos. 77–79 Gloucester Road in Hong Kong at a consideration of HK$161,139,000;

• (vi) the provisional sale and purchase agreement entered into amongst FBT as the vendor and Charter Base and Huge Partner together as the purchasers on 31 August 2011 in relation to the sale and purchase of the office properties as referred to in paragraph (v) above;

• (vii) the subscription agreement dated 2 August 2011 entered into amongst (1) Inventive Products Holdings Limited (‘‘IPHL’’, an indirect wholly-owned subsidiary of the Company) as the subscriber; (2) InnoMed Scientific International Limited (‘‘InnoMed BVI’’) as the target company; and (3) InnoMed Scientific Limited (the ‘‘InnoMed Owner’’) and Mr. Ty Tiefeng Hu (‘‘Mr. Hu’’) as warrantors, in respect of the subscription of new shares in InnoMed BVI at the consideration in the aggregate amount of US$6,000,000. InnoMed BVI became a non wholly-owned subsidiary of the Company following the completion of the subscription on 3 August 2011;

• (viii) the call option agreement dated 2 August 2011 entered into between IPHL and the InnoMed Owner regarding the grant of call option by IPHL to the InnoMed Owner at the consideration of US$1,800,000;

• (ix) the shareholders’ agreement of InnoMed BVI dated 2 August 2011 entered into amongst IPHL, the InnoMed Owner, InnoMed BVI and Mr. Hu;

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GENERAL INFORMATION

APPENDIX V

• (x) the agreement dated 23 June 2011 entered into between Shine Best Developments Limited (an indirect wholly-owned subsidiary of the Company) and an independent third party in relation to the disposal of a piece of industrial land with an area of approximately 450,000 square meters in Shang Pai Lot Ban Pai, Shi Wei Cun Ai Ling, San He Development Zone, Huiyang District, Huizhou City, Guangdong Province, the People’s Republic of China, at a consideration of RMB130,500,000;

• (xi) the sale and purchase agreement dated 22 November 2010 entered into between Manistar Enterprises Limited (an indirect wholly-owned subsidiary of the Company) and an independent third party in relation to the disposal of 700,000,000 shares of Merdeka Resources Holdings Limited, a company listed on the Growth Enterprise Market of the Stock Exchange, at the consideration in the aggregate amount of HK$67,900,000;

• (xii) the sale and purchase contract dated 29 October 2010 entered into between 東莞偉迪 電子有限公司 (Dongguan Wiltec Electronics Company Limited) (an indirect whollyowned subsidiary of the Company) and an independent third party in relation to the acquisition of office premises situated at 深圳市羅湖區深華商業大廈裙樓5樓506至 511單位 (Units 506–511, Qun Tower, 5/F., Shen Hua Commercial Building, Luohu District, Shenzhen) at the purchase price of RMB19,980,492; and

• (xiii) the sale and purchase contract dated 29 October 2010 entered into between 惠 陽中建電訊制品有限公司 (Huiyang CCT Telecommunications Products Co., Ltd.) (an indirect wholly-owned subsidiary of CCT Tech) and an independent third party in relation to the acquisition of office premises situated at 深圳市羅湖區深華商業大 廈裙樓5樓501至505, 512及513單位 (Units 501–505, 512 and 513, Qun Tower, 5/F., Shen Hua Commercial Building, Luohu District, Shenzhen) at the purchase price of RMB35,005,324.

9. MISCELLANEOUS

• (a) The registered office of the Company is located at Canon’s Court, 22 Victoria Street, Hamilton HM 12, Bermuda and the head office and the principal place of business of the Company in Hong Kong is located at 31/F., Fortis Tower, 77–79 Gloucester Road, Hong Kong.

• (b) The branch share registrar and transfer office of the Company in Hong Kong is Tricor Tengis Limited at 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong.

• (c) The company secretary of the Company is Mr. Tam Ngai Hung, Terry, who is a fellow of the Association of Chartered Certified Accountants and an associate of both the Hong Kong Institute of Certified Public Accountants and the Institute of Chartered Secretaries and Administrators.

• (d) In the event of inconsistency, the English text of this circular shall prevail over the Chinese text.

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GENERAL INFORMATION

APPENDIX V

10. 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 31/F., Fortis Tower, 77–79 Gloucester Road, Hong Kong during normal business hours on any business day from the date of this circular up to 14 days thereafter:

• (a) the memorandum of association and the bye-laws of the Company;

• (b) the unaudited pro forma statement of assets and liabilities of the Group and the comfort letter from FTO on pro forma statement of assets and liabilities, the text of which is set out in Appendix III to this circular;

• (c) the valuation report on the Property, the text of which is set out in Appendix IV to this circular;

• (d) the written consents from Grant Sherman and FTO referred to in the section headed ‘‘Qualifications and Consents of Experts’’ in this appendix;

• (e) the annual reports of the Company for the three financial years ended 31 December 2011;

• (f) the interim reports of the Company for the six months ended 30 June 2011 and 2012;

• (g) the material contracts referred to in the section headed ‘‘Material Contracts’’ in this appendix;

• (h) the Formal Agreement;

• (i) the Provisional S&P Agreement; and

• (j) this circular.

– 31 –