GBA Holdings Limited — M&A Activity 2002

Oct 15, 2002

The Stock Exchange of Hong Kong Limited takes no responsibilities 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 whose securities

will be listed on the main board of 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))

The Directors announce that the Bermuda Court Meeting and the SGM have been duly held today. The Scheme has been approved by a majority in number, representing not less than three-fourths in value, of the Shareholders present and voting in person or by proxy or by corporate representative at the Bermuda Court Meeting in compliance with the applicable laws. The Scheme and the necessary resolutions to implement the Scheme have been approved by the Shareholders at the SGM. The hearing of the petition by the Bermuda Court to sanction the Scheme is expected to take place on or about 25 October 2002 (Bermuda time). The last day of dealings in the Shares is expected to be on 25 October 2002. The Scheme is expected to become effective on 4 November 2002 (Bermuda time). Dealings in the Newco Shares are expected to commence on 7 November 2002.

Unless otherwise defined, capitalised terms used in this announcement shall have the same meanings as those defined in the composite document of the Company relating to the Scheme dated 20 September 2002, which was despatched to the Shareholders on the same day (the "Scheme Document").

On 5 July 2002, the Directors announced that the Company intended to put before the Shareholders reorganisation proposals involving a change of the holding company of the Group by way of a scheme of arrangement under section 99 of the Companies Act. Upon implementation of the Scheme, the Newco Shares will be listed on the main board of the Stock Exchange by way of introduction.

RESULTS OF THE BERMUDA COURT MEETING AND THE SGM

The Directors announce that the Bermuda Court Meeting and the SGM have been duly held today. The Scheme has been approved by a majority in number, representing not less than three-fourths in value, of the Shareholders present and voting in person or by proxy or by corporate representative at the Bermuda Court Meeting in compliance with the applicable laws. The Scheme and the necessary resolutions to implement the Scheme have been approved by the Shareholders at the SGM.

EXPECTED TIMETABLE

The Directors wish to remind the Shareholders that the Scheme is still subject to the conditions set out in the paragraph headed "Conditions of the Scheme" under the section headed "Explanatory Statement" of the Scheme Document. The tentative date for the hearing of the petition to sanction the Scheme by the Bermuda Court is about 25 October 2002 (Bermuda time). Assuming that the Bermuda Court will sanction the Scheme at the hearing, it is expected that the Scheme will become effective on 4 November 2002 (Bermuda time) and further announcement will be made accordingly. However, if the Scheme shall not have become effective by 31 December 2002 or such later date as the Bermuda Court may allow, the Scheme will lapse. The expected timetable in relation to the Scheme is as follows:

2002

(Hong Kong time

unless otherwise indicated)

Court hearing of petition to sanction the Scheme ……………………………... Friday, 25 October**

Last day of dealings in the Shares ……………………………………………….. Friday, 25 October

Dealings in the Shares suspended ……………………………………………… Monday, 28 October

Announcement of the result of court hearing of petition

to sanction the Scheme and the expected Effective Date

to be published on or about …………………………………………………... Tuesday, 29 October

Latest time for lodging forms of transfer of the Shares

in order to be entitled to the Newco Shares ………………… 4:00 p.m. on Wednesday, 30 October

Register of members closed to determine who

can be entitled to the Newco Shares …………….. Thursday, 31 October to Monday, 4 November

Record Time ……………………………………………………… 4:00 p.m. on Friday, 1 November

Effective Date …………………………………………………………….. Monday, 4 November***

Despatch of share certificates of the Newco Shares ………………………… Tuesday, 5 November

Withdrawal of listing of the Shares ………………… close of business on Wednesday, 6 November

Resumption of trading and dealings in the

Newco Shares commence …………………………………… 9:30 a.m. on Thursday, 7 November

** The date refers to the date in Bermuda and is 11 hours behind Hong Kong time

*** The date refers to the date in Bermuda and is 12 hours behind Hong Kong time

If there are any subsequent changes to the above timetable, the Company will inform the Shareholders by a further announcement.

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 the 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. 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.

By Order of the Board of

CCT Technology Holdings Limited

Mak Shiu Tong

Chairman

Hong Kong, 15 October 2002

* For identification purpose only

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