GBA Holdings Limited — M&A Activity 2002

Oct 28, 2002

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

Recommended proposal for

（ 中 建 科 技 集 團 有 限 公 司 *）

(Incorporated in Bermuda with limited liability)

to become a wholly-owned subsidiary of

CCT TECH INTERNATIONAL LIMITED

（ 中 建 科 技 國 際 有 限 公 司*）

(A new holding company incorporated in Bermuda with limited liability and the securities

of which will be listed on The Stock Exchange of Hong Kong Limited by way of introduction)

by way of scheme of arrangement

(Under section 99 of the Companies Act 1981 of Bermuda (as amended))

Sponsor Hantec Capital Limited	Co-Sponsor Kingsway Asia Capital Limited

RESULT OF COURT HEARING OF PETITION TO SANCTION THE SCHEME

AND THE EXPECTED EFFECTIVE DATE OF THE SCHEME

The Scheme has been sanctioned by the Bermuda Court on 25 October 2002 (Bermuda time). An office copy of the court order is scheduled to be delivered to the Registrar of Companies in Bermuda for registration on Monday, 4 November 2002 (Bermuda time). Upon completion of the aforesaid registration, the Scheme will become effective under Bermuda law. The listing of the Shares on the Stock Exchange is expected to be withdrawn with effect from the close of business on Wednesday, 6 November 2002 and the dealings in the Newco Shares on the Stock Exchange will commence with effect from 9:30 a.m. on Thursday, 7 November 2002. Applications have been made to the Listing Committee of the Stock Exchange for (i) the withdrawal of the listing of the Shares; and (ii) the listing of, and permission to deal in, the Newco Shares in issue and to be issued as described in the Document.

Reference is made to the circular dated 20 September 2002 (the "Document") issued by the Company. Capitalised terms used herein have the same meanings as defined in the Document unless the context requires otherwise.

RESULT OF COURT HEARING OF PETITION TO SANCTION THE SCHEME

The Scheme has been sanctioned by the Bermuda Court on 25 October 2002 (Bermuda time). An office copy of the court order is scheduled to be delivered to the Registrar of Companies in Bermuda for registration on Monday, 4 November 2002 (Bermuda time). Upon completion of the aforesaid registration, the Scheme will become effective under Bermuda law.

LISTING AND DEALINGS

The listing of the Shares on the Stock Exchange is expected to be withdrawn with effect from the close of business on Wednesday, 6 November 2002 and the dealings in the Newco Shares on the Stock Exchange will commence with effect from 9:30 a.m. on Thursday, 7 November 2002. Applications have been made to the Listing Committee of the Stock Exchange for (i) the withdrawal of the listing of the Shares; and (ii) the listing of, and permission to deal in, the Newco Shares in issue and to be issued as described in the Document.

SHARE CERTIFICATES

Under the Scheme, each certificate for the Scheme Shares validly subsisting as at the Record Time will, subject to Newco having despatched the certificates for the Newco Shares falling to be allotted and issued under the Scheme to the persons entitled thereto, cease to be valid for any purpose as a certificate for the Scheme Shares. Certificates representing the appropriate number of the Newco Shares, in registered form, will be issued at the expense of Newco to the holders of the Scheme Shares whose names appear on the register of members of the Company as at the Record Time.

It is expected that certificates of the Newco Shares will be posted to the holders of the Scheme Shares entitled thereto at their own risk on or about Tuesday, 5 November 2002. Certificates for the Newco Shares will be posted to them at their respective registered addresses (or in the case of joint holders, at the address of that joint holder whose name stands first on the register of members of the Company in respect of joint holding).

The existing certificates for the Shares are golden green in colour. In order to distinguish between the existing and new certificates, certificates for the Newco Shares will be red in colour.

The Shareholders are recommended to consult their professional advisers if they are in any doubt as to the above procedures.

By Order of the Board

CCT Technology Holdings Limited

Mak Shiu Tong

Chairman

Hong Kong, 28 October 2002

* for identification purpose only

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