GBA Holdings Limited — Proxy Solicitation & Information Statement 2004

May 27, 2004

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 Shares in CCT Tech International 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 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.

TECH INTERNATIONAL LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 261)

NON-EXEMPT CONTINUING CONNECTED TRANSACTIONS

Independent Financial Adviser to the Independent Board Committee and the Independent CCT Tech Shareholders

A letter from the Board is set out on pages 3 to 9 of this circular and a letter from the Independent Board Committee containing its recommendation to the Independent CCT Tech Shareholders is set out on pages 10 to 11 of this circular. A letter from the Independent Financial Adviser containing its advice to the Independent Board Committee and the Independent CCT Tech Shareholders is set out on pages 12 to 17 of this circular.

A notice convening the Special General Meeting to be held at 32/F., China Merchants Tower, Shun Tak Centre, 168-200 Connaught Road Central, Hong Kong on Tuesday, 15 June 2004 at 10:00 a.m. is set out on pages 26 to 27 of this circular. A form of proxy is also enclosed. Whether or not you intend to attend and vote at the Special General Meeting in person, you are requested to complete and return the enclosed 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 possible but in any event, not less than 48 hours before the time appointed for holding the Special General Meeting. Such form of proxy for use at the Special General Meeting 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 in person at the Special General Meeting should you so wish.

27 May 2004

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Letter from the Independent Board Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Letter from the Independent Financial Adviser . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
Appendix — General information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	18
Notice of the Special General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	26

— i —

DEFINITIONS

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

• “associate”

• “Board” “Business Day(s)”

has the same meaning as given to it under the Listing Rules the board of Directors

a day (excluding Saturday) on which banks are generally open for business in Hong Kong

CCT Telecom (HK) Limited, an indirect wholly-owned subsidiary of ESH, which became an indirect wholly-owned subsidiary of CCT Tech on 30 June 2003

“CCT HK” CCT Telecom (HK) Limited, an indirect wholly-owned subsidiary of ESH, which became an indirect wholly-owned subsidiary of CCT Tech on 30 June 2003 “CCT Tech” or “Company” CCT Tech International Limited, an exempted company incorporated in Bermuda with limited liability and the Shares of which are listed on the main board of the Stock Exchange “CCT Tech Group” CCT Tech and its subsidiaries “CCT Technology” CCT Technology Holdings Limited, the former ultimate holding company of the CCT Tech Group, and which became a wholly-owned subsidiary of CCT Tech pursuant to a group reorganisation completed on 4 November 2002, details of which were disclosed in the circular of CCT Technology dated 20 September 2002

• “CCT Tech Shareholder(s)” the holder(s) of the Share(s) “CCT Telecom” CCT Telecom Holdings Limited, a company incorporated in the Cayman Islands with limited liability and the shares of which are listed on the main board of the Stock Exchange

• “CCT Telecom Group” CCT Telecom and its subsidiaries (other than the CCT Tech Group)

• “connected person(s)” has the same meaning as given to it under the Listing Rules “Continuing Connected the transactions contemplated under the Manufacturing Transactions” Agreement

• “Director(s)” the director(s) of CCT Tech

“ESH” Empire Success Holdings Limited, a company which was previously an indirect wholly-owned subsidiary of CCT Telecom, which became a direct wholly-owned subsidiary of CCT Tech on 30 June 2003

“ESH Group” ESH and its subsidiaries “ESL” Electronic Sales Limited, a company which was previously an indirect wholly-owned subsidiary of CCT Telecom, which became a direct wholly-owned subsidiary of CCT Technology on 17 May 2002

— 1 —

DEFINITIONS

“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
“Independent Board Committee”	the independent board committee of CCT Tech comprising the
	independent non-executive Directors which is formed to
	advise the Independent CCT Tech Shareholders in respect of
	the Manufacturing Agreement and the respective caps in
	relation to the Continuing Connected Transactions
“Independent CCT Tech	CCT Tech Shareholders other than CCT Telecom and its
Shareholders”	associates
“Independent Financial Adviser”	Altus Capital Limited, a deemed licensed corporation under
	the SFO and engaged in types 1 (dealing in securities), 4
	(advising on securities), 6 (advising on corporate finance) and
	9 (asset management) regulated activities, and the
	independent financial adviser to the Independent Board
	Committee and the Independent CCT Tech Shareholders
“Latest Practicable Date”	21 May 2004, 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
“Manufacturing Agreement”	the manufacturing agreement entered into between CCT
	Telecom and CCT Tech on 4 May 2004
“Neptune”	Neptune Holding Limited, an indirect wholly-owned
	subsidiary of CCT Telecom
“SFO”	the Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong)
“Share(s)”	the ordinary share(s) of HK$0.01 each in the share capital of
	CCT Tech
“Special General Meeting”	the special general meeting of CCT Tech to be convened and
	held for the Independent CCT Tech Shareholders to consider
	and, if thought fit, approve the Manufacturing Agreement and
	the respective caps in relation to the Continuing Connected
	Transactions or any adjournment thereof (as the case may be)
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“substantial shareholder”	has the same meaning as given to it under the Listing Rules
“%”	per cent.

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LETTER FROM THE BOARD

TECH INTERNATIONAL LIMITED

(Incorporated in Bermuda with limited liability)

Executive Directors: Registered office: Mak Shiu Tong, Clement Canon’s Court Tam Ngai Hung, Terry 22 Victoria Street Cheng Yuk Ching, Flora Hamilton HM12 Tong Chi Hoi Bermuda William Donald Putt Head office and principal Independent non-executive Directors: place of business: Lau Ho Kit, Ivan 32/F., China Merchants Tower Chow Siu Ngor Shun Tak Centre 168-200 Connaught Road Central Hong Kong 27 May 2004

To the CCT Tech Shareholders and, for information only, the holders of the convertible notes and the share options of CCT Tech

Dear Sir or Madam,

NON-EXEMPT CONTINUING CONNECTED TRANSACTIONS

INTRODUCTION

Reference is made to the announcement of CCT Tech dated 7 May 2004.

It was announced on 7 May 2004 that CCT Tech has entered into the Manufacturing Agreement pursuant to which CCT Telecom will, and/or will procure other members of the CCT Telecom Group to, manufacture certain plastic casings, components and toolings for telecom products and accessories and other products for CCT Tech and/or other members of the CCT Tech Group as CCT Tech may direct.

CCT Tech is approximately 33.5% owned by CCT Telecom and is regarded as a non wholly-owned subsidiary of CCT Telecom. Accordingly, CCT Telecom is a connected person of CCT Tech under the Listing Rules as it is an associate of CCT Tech. Transactions between the CCT Telecom Group and the CCT Tech Group therefore constitute connected transactions for CCT Tech under the Listing Rules.

The Independent Board Committee has been formed to advise the Independent CCT Tech Shareholders on the terms of the Manufacturing Agreement and the respective caps in relation to the Continuing Connected Transactions.

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LETTER FROM THE BOARD

An independent financial adviser, Altus Capital Limited, has been appointed to advise the Independent Board Committee and the Independent CCT Tech Shareholders as to whether or not the terms of the Manufacturing Agreement and the respective caps in relation to the Continuing Connected Transactions are fair and reasonable so far as the Independent CCT Tech Shareholders are concerned.

The purpose of this circular is:

• (i) to provide the CCT Tech Shareholders with details of the Manufacturing Agreement and the respective caps in relation to the Continuing Connected Transactions;

• (ii) to set out the opinion of the Independent Financial Adviser in respect of the terms of the Manufacturing Agreement and the respective caps in relation to the Continuing Connected Transactions;

• (iii) to set out the recommendation of the Independent Board Committee in respect of the terms of the Manufacturing Agreement and the respective caps in relation to the Continuing Connected Transactions; and

• (iv) to give you the notice of the Special General Meeting to consider and, if thought fit, to approve the Manufacturing Agreement and the respective caps in relation to the Continuing Connected Transactions.

THE MANUFACTURING AGREEMENT

Date: 4 May 2004

Parties: (1) CCT Telecom (2) CCT Tech

Subject: Pursuant to the Manufacturing Agreement, CCT Telecom will, and/or will procure other members of the CCT Telecom Group to, manufacture certain plastic casings, components and toolings for telecom products and accessories and other products for CCT Tech and/or other members of the CCT Tech Group as CCT Tech may direct.

Term: The Manufacturing Agreement has a fixed term of not exceeding 3 years and will be effective as from the date of approval by the Independent CCT Tech Shareholders at the Special General Meeting and will continue until 31 December 2006 (both dates inclusive). Both parties to the Manufacturing Agreement may renew the Manufacturing Agreement in writing upon expiry on 31 December 2006 for another three years subject to compliance with the Listing Rules and either party will have the right to terminate the Manufacturing Agreement without cause by serving the other party with not less than one month’s prior written notice. Price: On a case-by-case basis, depending on the model capped by the amount of direct material costs plus a mark-up of no more than 300%. The sale price in respect of plastic casings, components and toolings for telecom products and accessories and other products payable by the CCT Tech Group is comparable to that charged to other independent customers of the CCT Telecom Group.

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LETTER FROM THE BOARD

Transactions in respect of the sale of plastic products including toolings to ESL from Neptune were disclosed in the announcement and the circular of CCT Technology dated 31 May 2002 and 21 June 2002 respectively, and were approved by the then independent shareholders at the special general meeting of CCT Technology held on 11 July 2002. A waiver from strict compliance with the disclosure and independent shareholders’ approval requirements under Chapter 14 of the Listing Rules for the three financial years ending 31 December 2004 has been granted by the Stock Exchange to CCT Technology on 15 July 2002 in respect of such transactions and the waiver granted to CCT Technology was also validly applicable to CCT Tech pursuant to a letter from the Stock Exchange dated 28 March 2003.

Transactions in respect of the sale of plastic products including toolings to CCT HK from Neptune were disclosed in the joint announcement of CCT Telecom and CCT Tech dated 22 May 2003 and the circular of CCT Tech dated 11 June 2003, and were approved by the Independent CCT Tech Shareholders at the special general meeting of CCT Tech held on 27 June 2003. A waiver from strict compliance with the disclosure and independent shareholders’ approval requirements under Chapter 14 of the Listing Rules for the three financial years ending 31 December 2005 in respect of such transactions has been granted by the Stock Exchange to CCT Tech on 8 July 2003.

For each of the two years ended 31 December 2002 and 2003, sales from the CCT Telecom Group to ESL and CCT HK in aggregate amounted to approximately HK$237 million and approximately HK$253 million respectively. Amongst which, approximately HK$220 million and approximately HK$96 million were sales in aggregate made by the CCT Telecom Group to ESL and CCT HK prior to CCT Tech’s acquisitions of ESL and the ESH Group from CCT Telecom for each of the two years ended 31 December 2002 and 2003 respectively. After the acquisitions by CCT Tech, sales from Neptune to ESL and CCT HK in aggregate amounted to approximately HK$17 million and approximately HK$157 million for each of the two years ended 31 December 2002 and 2003 respectively. The unaudited sale price paid by ESL and CCT HK for the first two months of 2004 to the CCT Telecom Group in aggregate amounted to approximately HK$43 million.

The manufacturing agreements (the “ Previous Manufacturing Agreements ”) in respect of the above transactions, entered into between Neptune with ESL on 23 July 2002 and with CCT HK on 15 May 2003, will expire on 31 December 2004 and 31 December 2005 respectively. Both parties agreed to have an early termination of the contract manufacturing arrangement in accordance with the provisions of the Previous Manufacturing Agreements subject to the approval by the Independent CCT Tech Shareholders of the Manufacturing Agreement. As a result, CCT Tech and CCT Telecom have entered into the Manufacturing Agreement in accordance with the terms and conditions as set out above.

The Directors propose that the cap amounts of the sales of the plastic products including toolings from the CCT Telecom Group to the CCT Tech Group under the Manufacturing Agreement for each of the three financial years ending 31 December 2006 will not exceed HK$350 million, HK$450 million and HK$580 million respectively. The basis of the cap amount is determined with reference to: (i) the historical figures of the sales of plastic products including toolings to the CCT Tech Group from the CCT Telecom Group; (ii) the CCT Tech Group expects to use more plastic materials to cater

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LETTER FROM THE BOARD

for the increasing manufacture demand of telecom products as a result of the anticipated business growth; and (iii) the anticipated business growth of the CCT Tech Group in the next three years due to the increasing demand for the telecom products as a whole in view of the recovery of the world economy.

REASONS FOR THE CONTINUING CONNECTED TRANSACTIONS

The Directors consider that it would be: (i) burdensome administratively to have numerous agreements between individual members of the CCT Tech Group and individual members of the CCT Telecom Group; and (ii) too costly and impractical to make regular disclosure of each of the relevant transactions and obtain the prior approval from the Independent CCT Tech Shareholders, where it is required under the Listing Rules. Hence, the Directors are of the view that the Manufacturing Agreement will not be prejudicial to the CCT Tech Shareholders and the CCT Tech Group as a whole since the benefits would be enhanced from both the perspective of the CCT Tech Shareholders and the CCT Tech Group.

CCT Tech is approximately 33.5% owned by CCT Telecom and is regarded as a non wholly-owned subsidiary of CCT Telecom. Accordingly, CCT Telecom being a controlling shareholder of CCT Tech, is a connected person of CCT Tech under the Listing Rules. Transactions between the CCT Telecom Group and the CCT Tech Group therefore constitute connected transactions for CCT Tech under the Listing Rules.

The Continuing Connected Transactions are subject to reporting, announcement and Independent CCT Tech Shareholders’ approval requirements pursuant to Rule 14A.35 of the Listing Rules.

The Directors (including the independent non-executive Directors) consider that the Continuing Connected Transactions will be entered into in the usual and ordinary course of businesses of the CCT Tech Group. They also consider the terms of the Continuing Connected Transactions have been negotiated and will be conducted on an arm’s length basis and on normal commercial terms, between the CCT Telecom Group and the CCT Tech Group.

The Directors (including the independent non-executive Directors) are of the view that as far as the Independent CCT Tech Shareholders are concerned, the Continuing Connected Transactions and the terms thereof are fair and reasonable and in the best interests of the CCT Tech Group and the Independent CCT Tech Shareholders as a whole.

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LETTER FROM THE BOARD

CCT Tech will therefore seek the approval by the Independent CCT Tech Shareholders of the Manufacturing Agreement and the respective caps in relation to the Continuing Connected Transactions for a period of three financial years ending 31 December 2006 on the following conditions:

• (a) Cap amounts for the Continuing Connected Transactions under the Manufacturing Agreement:

The amount of purchase of the plastic products including toolings from the CCT Telecom Group by the CCT Tech Group for each of the three financial years ending 31 December 2006 will not exceed HK$350 million, HK$450 million and HK$580 million respectively.

• (b) The Continuing Connected Transactions will be in compliance with the followings:

• (i) the Continuing Connected Transactions will be entered into in the usual and ordinary course of businesses of the CCT Tech Group;

• (ii) the Continuing Connected Transactions will be conducted either (A) on normal commercial terms; or (B) if there is no available comparison, on terms no less favourable to the CCT Tech Group than terms available from independent third parties; and

• (iii) the Continuing Connected Transactions will be entered into in accordance with the terms of the Manufacturing Agreement.

• (c) Brief details of the Continuing Connected Transactions will be disclosed in CCT Tech’s next and each successive annual report and accounts, each accompanied with a statement of opinion of the independent non-executive Directors in such manner as referred to in paragraph (d) below.

• (d) The independent non-executive Directors will review annually the Continuing Connected Transactions, and they will confirm in CCT Tech’s annual report and accounts for the year in question that such Continuing Connected Transactions under their review were conducted in the manner as stated in paragraphs (a) and (b) above.

• (e) The auditors of CCT Tech will review annually the Continuing Connected Transactions, and they will confirm in a letter to the Directors (a copy of which letter will be provided to the Stock Exchange at least 10 Business Days prior to the bulk printing of the annual report of CCT Tech) in respect of each relevant financial year, during which the Continuing Connected Transactions were conducted, stating that:

• (i) the Continuing Connected Transactions have been approved by the Directors;

• (ii) the Continuing Connected Transactions have been entered into in accordance with the terms of relevant agreement governing the transactions;

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LETTER FROM THE BOARD

• (iii) the value of the Continuing Connected Transactions has not exceeded their respective annual caps set out in paragraph (a) above; and

• (iv) the Continuing Connected Transactions have been entered into in accordance with the pricing policy of the CCT Tech Group,

and where for whatever reasons, if the auditors of CCT Tech decline to accept the engagement or are unable to provide the auditors’ letter, the Directors will contact the Listing Division of the Stock Exchange immediately.

• (f) So long as its shares are listed on the Stock Exchange, CCT Tech will provide to the Stock Exchange an undertaking that CCT Tech will, and will procure CCT Telecom to, provide auditors of CCT Tech with sufficient access to the relevant records of the Continuing Connected Transactions for the purpose of auditors’ review as referred to in paragraph (e) above.

• (g) CCT Tech will comply with the applicable provisions of the Listing Rules governing connected transactions in the event that the total amount of any of the Continuing Connected Transactions exceeds their respective caps, or that there is any material amendment to the terms of the Manufacturing Agreement.

GENERAL

The CCT Tech Group is principally engaged in the design, development, manufacture and sale of telecom products.

An Independent Board Committee has been established to advise the Independent CCT Tech Shareholders on the terms of the Manufacturing Agreement and the respective caps in relation to the Continuing Connected Transactions. The Independent Financial Adviser has been appointed to advise the Independent Board Committee and the Independent CCT Tech Shareholders in respect of the terms of the Manufacturing Agreement and the respective caps in relation to the Continuing Connected Transactions.

SPECIAL GENERAL MEETING

The notice convening the Special General Meeting to be held at 10:00 a.m. on Tuesday, 15 June 2004 at 32/F., China Merchants Tower, Shun Tak Centre, 168-200 Connaught Road Central, Hong Kong at which an ordinary resolution will be proposed to approve the Manufacturing Agreement and the respective caps of the Continuing Connected Transactions is set out on pages 26 to 27 of this circular.

A form of proxy for use at the Special General Meeting is enclosed. Whether or not you intend to attend and vote at the Special General Meeting in person, you are requested to complete and return the enclosed 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 possible but in any event,

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LETTER FROM THE BOARD

not less than 48 hours before the time appointed for holding the Special General Meeting. Such form of proxy for use at the Special General Meeting 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 in person at the Special General Meeting should you so wish.

Pursuant to bye-law 70 of the bye-laws of the Company, a poll may be demanded by the chairman of the general meeting or by:

• (a) at least 3 shareholders present in person (or in the case of a corporation, by its duly authorised representative) or by proxy and entitled to vote at the meeting; or

• (b) any shareholder or shareholders present in person (or in the case of a corporation, by its duly authorised representative) or by proxy and representing in the aggregate not less than one-tenth of the total voting rights of all the shareholders having the right to vote at the meeting; or

• (c) any shareholder or shareholders present in person (or in the case of a corporation, by its duly authorised representative) or by proxy and holding the Shares conferring a right to vote at the meeting being the 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 Shares conferring that right.

As the transactions contemplated under the Manufacturing Agreement are connected transactions, the vote of the Independent CCT Tech Shareholders at the Special General Meeting will be taken by poll pursuant to the Listing Rules and CCT Telecom and its associates will abstain from voting at the Special General Meeting.

RECOMMENDATION

Your attention is drawn to the letter from the Independent Board Committee as set out on pages 10 to 11 of this circular which contains its recommendation to the Independent CCT Tech Shareholders on the terms of the Manufacturing Agreement and the respective caps in relation to the Continuing Connected Transactions. Your attention is also drawn to the letter of advice from the Independent Financial Adviser as set out on pages 12 to 17 of this circular which contains, amongst other matters, its advice to the Independent Board Committee and the Independent CCT Tech Shareholders in relation to the Manufacturing Agreement and the respective caps in relation to the Continuing Connected Transactions and the principal factors and reasons considered by it in concluding its advice.

Your attention is also drawn to the general information as set out in the appendix of this circular.

Yours faithfully, For and on behalf of

CCT TECH INTERNATIONAL LIMITED Mak Shiu Tong, Clement Chairman

— 9 —

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

TECH INTERNATIONAL LIMITED

(Incorporated in Bermuda with limited liability)

The Independent Board Committee: Lau Ho Kit, Ivan Chow Siu Ngor

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

Head office and principal place of business:

32/F., China Merchants Tower Shun Tak Centre

168-200 Connaught Road Central Hong Kong

27 May 2004

To the Independent CCT Tech Shareholders

Dear Sir or Madam,

NON-EXEMPT CONTINUING CONNECTED TRANSACTIONS

We refer to the circular of the Company to the CCT Tech Shareholders dated 27 May 2004 (the “ Circular ”), in which this letter forms part. Unless the context requires otherwise, capitalised terms used in this letter will have the same meanings as given to them in the section headed “Definitions” of the Circular.

We have been appointed by the Board as the Independent Board Committee to advise the Independent CCT Tech Shareholders on whether the terms of the Manufacturing Agreement and the respective caps in relation to the Continuing Connected Transactions are fair and reasonable so far as the Independent CCT Tech Shareholders are concerned.

We wish to draw your attention to the letter of advice from the Independent Financial Adviser as set out on pages 12 to 17 of the Circular and the letter from the Board as set out on pages 3 to 9 of the Circular.

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LETTER FROM THE INDEPENDENT BOARD COMMITTEE

Having considered, amongst other matters, the factors and reasons considered by, and the opinion of the Independent Financial Adviser as stated in its letter of advice, we consider that the terms of the Manufacturing Agreement and the respective caps in relation to the Continuing Connected Transactions are fair and reasonable so far as the Independent CCT Tech Shareholders are concerned and accordingly recommend the Independent CCT Tech Shareholders to vote in favour of the ordinary resolution in relation to the Manufacturing Agreement and the respective caps in relation to the Continuing Connected Transactions to be proposed at the Special General Meeting.

Yours faithfully,

The Independent Board Committee of

CCT TECH INTERNATIONAL LIMITED Lau Ho Kit, Ivan Chow Siu Ngor Independent non-executive Directors

— 11 —

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The following is the full text of the letter of advice to the Independent Board Committee and the Independent CCT Tech Shareholders from Altus Capital Limited dated 27 May 2004 prepared for incorporation in this circular.

ALTUS CAPITAL LIMITED

8/F Hong Kong Diamond Exchange Building 8 Duddell Street, Central Hong Kong

27 May 2004

To the Independent Board Committee and Independent CCT Tech Shareholders of

CCT Tech International Limited

32/F., China Merchants Tower Shun Tak Centre

168-200 Connaught Road Central

Hong Kong

Dear Sirs,

NON-EXEMPT CONTINUING CONNECTED TRANSACTIONS

INTRODUCTION

We refer to the circular to the CCT Tech Shareholders dated 27 May 2004 (the “Circular”) issued by the Company of which this letter forms part and to our appointment as independent financial adviser to the Independent Board Committee and the Independent CCT Tech Shareholders in respect of the Continuing Connected Transactions contemplated under the Manufacturing Agreement between the Company and CCT Telecom. Details of the Continuing Connected Transactions with the CCT Telecom Group are set out in the Letter from the Board contained in the Circular. Capitalised terms used in this letter shall have the same meanings ascribed to them in the Circular of which this letter forms part, unless the context otherwise requires.

CCT Tech is approximately 33.5% owned by CCT Telecom and is regarded as a non wholly-owned subsidiary of CCT Telecom. Accordingly, CCT Telecom is a connected person of CCT Tech under the Listing Rules. Transactions between the CCT Telecom Group and the CCT Tech Group therefore constitute connected transactions for CCT Tech under the Listing Rules.

The Continuing Connected Transactions were entered into on normal commercial terms in the usual and ordinary course of businesses of the CCT Tech Group and are subject to reporting, announcement and Independent CCT Tech Shareholders’ approval requirements pursuant to Rule 14A.35 of the Listing Rules. In view of the interests of CCT Telecom in the Company, CCT Telecom and its associates shall abstain from voting at the Special General Meeting.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

BASIS OF OUR OPINION

In formulating our opinion, we have relied to a considerable extent on the information, statements, opinions and representations supplied to us by the Company and the Directors and we have assumed that all such information, statements, opinions and representations contained or referred to in the Circular were true and accurate and, unless otherwise stated, complete at the time they were made and continue to be true at the date of the Circular, and we have relied on the same. We have also assumed that all statements of belief, opinion and intention of the Directors as set out in the Letter from the Board in the Circular were reasonably made after due and careful inquiry. We have also sought and obtained confirmation from the Company that no material facts have been omitted from the information provided and referred to in the Circular.

We consider that we have been provided with, and we have reviewed, all currently available information and documents which are available under present circumstances to enable us to reach an informed view regarding the terms and conditions of the Continuing Connected Transactions and to justify reliance on the accuracy of the information contained in the Circular so as to provide a reasonable basis of our opinions. We have no reason to suspect that any material facts or information (which is known to the Company) have been omitted or withheld from the information supplied or opinions expressed in the Circular nor to doubt the truth and accuracy of the information and facts, or the reasonableness of the opinions expressed by the Company and its Directors which have been provided to us. We have not, however, carried out any independent verification on the information provided to us by the Directors, nor have we conducted an independent in-depth investigation into the business and affairs of the CCT Tech Group.

PRINCIPAL FACTORS CONSIDERED

In arriving at our advice with regard to the Continuing Connected Transactions between the CCT Tech Group and the CCT Telecom Group, we have considered the following principal factors:

1. Terms of the Manufacturing Agreement

The principal businesses of the CCT Tech Group are the sale, manufacture, design and development of telecom products. The CCT Tech Group acquired ESL, which engages in the manufacturing and sale of power supply products, in May 2002 and it further expanded its businesses subsequently by acquiring the ESH Group from CCT Telecom in June 2003. The ESH Group is principally engaged in the design, development, manufacture and sale of cordless telecom products as well as high radio frequency telecom products and is one of the largest cordless phone manufacturers in the world.

The Company entered into the Manufacturing Agreement on 4 May 2004 with CCT Telecom pursuant to which CCT Telecom will, and/or will procure other members of the CCT Telecom Group, to manufacture certain plastic casings and components and toolings for telecom products and accessories and other products for the CCT Tech Group.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The Manufacturing Agreement is entered into on a group basis between the CCT Tech Group and the CCT Telecom Group rather than on an individual company basis between the members of the two groups. We concur with the Directors that it is (i) burdensome administratively to have numerous agreements entered into between individual members of the two groups; and (ii) costly and inexpedient to make regular disclosure and to obtain the prior approval from the Independent CCT Tech Shareholders each time a relevant transaction is entered into. We are of the view that the Manufacturing Agreement will not be prejudicial to the Company and the CCT Tech Shareholders as a whole.

Term and termination

The Manufacturing Agreement has a fixed term of not exceeding three years and will be effective as from the date of approval by the Independent CCT Tech Shareholders at the Special General Meeting. It will continue until 31 December 2006 (both dates inclusive). We note that the three-year term of the Manufacturing Agreement is in accordance with the Listing Rules.

Either party will have the right to terminate the Manufacturing Agreement without cause by serving the other party with not less than one month’s prior written notice. The CCT Tech Group therefore has no obligations to purchase exclusively from CCT Telecom Group and can purchase from independent third party suppliers as and when required.

Pricing

The purchase prices to be charged by the CCT Telecom Group will be determined on a case-by-case basis depending on the types of material sourced. Such prices will be capped by the amount of direct material costs plus a mark-up of not more than 300%, and the CCT Telecom Group must ensure that the prices to be charged to the CCT Tech Group are comparable to those offered by independent third party suppliers. We believe such arrangement can, to a large extent, ensure that the purchase prices from the CCT Telecom Group are at prevailing market prices.

Prior to the Manufacturing Agreement entered into on 4 May 2004, the CCT Tech Group had purchased plastic products including toolings from the CCT Telecom Group through ESL and CCT HK in the past. These transactions were conducted under the Previous Manufacturing Agreements entered into on 23 July 2002 and 15 May 2003, which are due to expire on 31 December 2004 and 31 December 2005 respectively and were approved by the then independent shareholders of CCT Technology and the Independent CCT Tech Shareholders on 11 July 2002 and 27 June 2003 respectively. Subject to the approval by Independent CCT Tech Shareholders of the Manufacturing Agreement, the Previous Manufacturing Agreements will be terminated.

Having considered the above, we are of the view that the terms of the Manufacturing Agreement are fair and reasonable.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

2. The Continuing Connected Transactions

As stated in the Letter from the Board in the Circular, the terms of the Continuing Connected Transactions have been and will be negotiated and conducted on an arm’s length basis and on normal commercial terms.

Pricing

The Company obtains quotations from independent third party suppliers who are not connected persons of the Company for comparison against prices offered by the CCT Telecom Group. We have reviewed several recent quotations for the purchases of plastic casings and components and toolings provided by these independent third party suppliers and based on our review, the prices charged by the CCT Telecom Group were comparable to the quotations offered by these independent third party suppliers.

We have also compared prices charged by the CCT Telecom Group for its sales to the CCT Tech Group and to its other independent customers and found that the prices were comparable and not significantly different. On this basis, we agree with the Directors that the Company has not been disadvantaged when it purchased from the CCT Telecom Group.

Quantity, quality and logistics flow

Given the past strong performance of the CCT Tech Group and the recovery of the economy in general, and leveraging on its business network, market position and research and development capabilities, the Directors expect the CCT Tech Group’s business to continue to grow. Stable supply of plastic components is therefore crucial to the manufacturing operations of the CCT Tech Group. According to the Directors, CCT Telecom Group is equipped with advanced production facilities and has been able to provide a stable supply in large quantities of plastic casings and components to the CCT Tech Group at competitive prices. The Directors informed us that there are few independent third party suppliers who could provide such large quantity and stable supply of plastic components with consistent quality to the CCT Tech Group.

In addition, the CCT Telecom Group owns a strong mould department with advanced facilities which designs and produces high standard toolings and moulds for the use in production of high quality plastic products required by the CCT Tech Group. The Directors also advised that the CCT Telecom Group has been able to deliver plastic products of consistent and good quality at competitive prices. The supplies have been conducted in a timely manner and within schedules determined by the CCT Tech Group. Due to the proximity of the CCT Tech Group’s manufacturing facilities with those of the CCT Telecom Group, costs savings and operational efficiency can be derived from prompt delivery and efficient logistics arrangements.

Having considered the above, we are of the view that the entering into of the Continuing Connected Transactions are in the interests of the Company and the CCT Tech Shareholders as a whole.

— 15 —

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

3. Proposed Caps

The following table summarises the audited historical amounts of the Continuing Connected Transactions for the two years ended 31 December (“FY”) 2003 (the “Historical Amounts”) and the proposed caps for the three years ending 31 December 2006 for the transactions:

	Historical	Historical
HK$ million	Amounts			Proposed Caps
	FY2002	FY2003	FY2004	FY2005	FY2006
Audited combined turnover of CCT
HK and ESL (note 1)	2,288	2,544
Audited aggregate sales from the
CCT Telecom Group (note 2)	237	253	350	450	580

Notes:

1. The audited combined turnover of CCT HK and ESL represents the sum of the actual turnovers in respect of telecom products and accessories of CCT HK and ESL for the respective FY.

2. The audited historical aggregate sales represent total sales in respect of plastic products and toolings from the CCT Telecom Group to CCT HK and ESL for the respective FY.

The audited aggregate sales in respect of plastic products including toolings made by the CCT Telecom Group to the CCT Tech Group amounted to approximately HK$237 million and HK$253 million for the two years ended 31 December 2003 respectively.

According to the annual report of the Company for FY2003, following the acquisition of the ESH Group, the CCT Tech Group has become a major manufacturer of cordless telecom products and the prospects of the CCT Tech Group’s telecom product business is promising.

According to the Directors, there has been increasing demand for telecom products as a whole in view of the recovery of the global economy. Leveraging on its business network, market position and research and development capabilities, the Directors believe that the CCT Tech Group’s business will continue to grow; and that the CCT Tech Group’s market share will further increase. In view of such growth, more sales orders on telecom products will be expected from the CCT Tech Group’s global customers and the CCT Tech Group expects to purchase more plastic products including toolings to cater for its increasing manufacturing needs in the coming years.

In light of the anticipated growth of the CCT Tech Group’s business in the next few years, the CCT Tech Group expects to source an increasing amount of plastic products from the CCT Telecom Group to satisfy its production requirement in view of the competitive pricing, stable supply and consistent quality offered by the CCT Telecom Group.

— 16 —

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

We are therefore of the view that the proposed caps are fair and reasonable as far as the Company and the CCT Tech Shareholders are concerned.

4. Reasons for the Continuing Connected Transactions

The Continuing Connected Transactions have been conducted in the usual and ordinary course of businesses of the CCT Tech Group on an arm’s length basis and will continue to be so. The Directors are of the view that these transactions are crucial to the CCT Tech Group’s manufacturing operations and are therefore in the interests of the Company and the CCT Tech Shareholders as a whole.

As mentioned previously, the Directors advised that the CCT Telecom Group has been able to provide the CCT Tech Group with stable supplies of consistent and good quality products at competitive market prices. The proximity of the CCT Tech Group’s premises to those of the CCT Telecom Group ensures that products can be delivered promptly, facilitating the manufacturing operations of the CCT Tech Group.

On this basis, we concur with the Directors that it is in the interest of the Company to continue conducting the Continuing Connected Transactions with the CCT Telecom Group.

5. Conditions of the Continuing Connected Transactions

The approval of the Independent CCT Tech Shareholders of the Continuing Connected Transactions and the respective proposed caps is subject to the terms and conditions set out in the Letter from the Board in the section headed “REASON FOR THE CONTINUING CONNECTED TRANSACTIONS” in the Circular.

The conditions stipulated would ensure that the Company would abide by the terms of the Manufacturing Agreement.

CONCLUSION AND RECOMMENDATION

Having considered the above principal factors, we are of the view that terms and conditions of the Manufacturing Agreement and the Continuing Connected Transactions with the CCT Telecom Group and the proposed caps are fair and reasonable insofar as the Independent CCT Tech Shareholders are concerned. We would therefore advise the Independent CCT Tech Shareholders and the Independent Board Committee to recommend the Independent CCT Tech Shareholders, to vote in favour of the resolution to be proposed at the Special General Meeting.

Yours faithfully, For and on behalf of Altus Capital Limited Arnold Ip Sean Pey, Chang Executive Director Executive Director

— 17 —

GENERAL INFORMATION

APPENDIX

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, there are no other facts not contained in this circular, the omission of which would make any statement contained herein misleading.

2. SHARE CAPITAL

As at the Latest Practicable Date, the authorised and issued share capital of the Company were as follows:

_Authorised share _	capital:	HK$
120,000,000,000	Shares	1,200,000,000.00
_Issued and fully _	paid or credited as fully paid Shares:
13,438,422,562	Shares	134,384,225.62

3. DISCLOSURE OF INTERESTS

• (a) Directors’ interests and short positions in the shares, underlying shares and debentures 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 had 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 he/she was taken or deemed to have under such provisions of the SFO) or which were required, pursuant to Section 352 of the SFO, to be entered in the register of the Company referred to therein or

— 18 —

GENERAL INFORMATION

APPENDIX

which were required, pursuant to Part XV of the SFO or the Model Code for Securities Transactions by Directors of Listed Companies contained in the Listing Rules, to be notified to the Company and the Stock Exchange:

• (1) Interests and short positions in the Shares, underlying Shares and debentures of the Company

Long positions in the underlying Shares of equity derivatives of the Company:

• (i) Share options:

					Number	Approximate
	Date of	Exercise	Exercise	Number of	of total	percentage
Name of	grant of	period of	price	share options	underlying	of total
Director	share options	share options	per Share	outstanding	Shares	shareholding
			HK$			(%)
Mak Shiu Tong,	30/4/2003	30/4/2003 -	0.014	100,000,000	100,000,000	0.74
Clement		29/4/2008
Cheng Yuk	30/4/2003	30/4/2003 -	0.014	100,000,000	100,000,000	0.74
Ching, Flora		29/4/2008
Tam Ngai Hung,	30/4/2003	30/4/2003 -	0.014	100,000,000	100,000,000	0.74
Terry		29/4/2008
Tong Chi Hoi	30/4/2003	30/4/2003 -	0.014	50,000,000	50,000,000	0.37
		29/4/2008
Chow Siu Ngor	30/4/2003	30/4/2003 -	0.014	8,000,000	8,000,000	0.06
		29/4/2008
Lau Ho Kit, Ivan	30/4/2003	30/4/2003 -	0.014	8,000,000	8,000,000	0.06
		29/4/2008

• (ii) Convertible note:

		Number	Approximate
		of total	percentage
	Description of equity	underlying	of total
Name of Director	derivatives held	Shares	shareholding
			(%)
Mak Shiu Tong,	HK$45 million zero coupon	4,500,000,000	33.49
Clement (Note)	convertible note due 2005

Note: The HK$45 million zero coupon convertible note due 2005 was held by New Capital Industrial Limited, which is a corporation controlled by Mr. Mak Shiu Tong, Clement. This interest in the underlying Shares has also been disclosed under the section headed “Substantial Shareholders’ Interests” below.

— 19 —

GENERAL INFORMATION

APPENDIX

• (2) Interests and short positions in the shares, underlying shares and debentures of an associated corporation — CCT Telecom

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

	Number of shares in	Number of shares in	Number of shares in	Approximate
	CCT Telecom beneficially			percentage of
	**held and nature of **		interest	total
Name of Director	Personal	Corporate	Total	shareholding
				(%)
Mak Shiu Tong, Clement	—	86,261,941	86,261,941	20.44
(Note)
Cheng Yuk Ching, Flora	9,876,713	—	9,876,713	2.34
Tong Chi Hoi	282,000	—	282,000	0.07
William Donald Putt	171,500	—	171,500	0.04

Note: The shares were held by Capital Force International Limited and Capital Interest Limited, which are corporations controlled by Mr. Mak Shiu Tong, Clement.

• (ii) Long positions in the underlying shares of equity derivatives of CCT Telecom — share options:

					Number	Approximate
	Date of	Exercise	Exercise	Number of	of total	percentage
	grant of	period of	price per	share options	underlying	of total
Name of Director	share options	share options	share	outstanding	shares	shareholding
			HK$			(%)
Mak Shiu Tong,	17/3/2003	17/3/2003 -	0.75	420,000	420,000	0.10
Clement		16/3/2008
Cheng Yuk Ching,	17/3/2003	17/3/2003 -	0.75	4,200,000	4,200,000	1.00
Flora		16/3/2008
Tam Ngai Hung,	17/3/2003	17/3/2003 -	0.75	4,200,000	4,200,000	1.00
Terry		16/3/2008
Tong Chi Hoi	17/3/2003	17/3/2003 -	0.75	1,000,000	1,000,000	0.24
		16/3/2008
William Donald	17/3/2003	17/3/2003 -	0.75	420,000	420,000	0.10
Putt		16/3/2008

— 20 —

GENERAL INFORMATION

APPENDIX

• (b) Particulars of Directors’ other interests

As at the Latest Practicable Date, none of the Directors has entered or is proposing to enter into a service contract with the Company or any of its subsidiaries (excluding contracts expiring or determinable 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 interest or short position in the shares, underlying shares and debentures of the Company or any of its associated corporation (within the meaning of the SFO) which had 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 which 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 the Model Code for Securities Transactions by Directors of Listed Companies of 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 the date to which the latest published audited accounts of the CCT Tech Group were made up, acquired or disposed of by or leased to the Company or any of its subsidiaries, or were proposed to be acquired or disposed of by or leased to the Company or any of its subsidiaries;

• (iii) none of the Directors was materially interested in any contract or arrangement entered into by the Company or any of its subsidiaries which contract or arrangement was subsisting at the date of this circular and which was significant in relation to the business of the CCT Tech Group; and

• (iv) none of the Directors was interested in any business that was in competition with the Company.

— 21 —

GENERAL INFORMATION

APPENDIX

4. SUBSTANTIAL SHAREHOLDERS’ INTERESTS

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

(i) Long positions in the Shares:

			Approximate
			percentage
		Number of	of total
Name of shareholder	Notes	Shares held	shareholding
			(%)
CCT Telecom	(1)	4,500,000,000	33.49
CCT Technology Investment Limited	(2)	4,500,000,000	33.49
Jade Assets Company Limited		1,800,000,000	13.39
CCT Assets Management Limited		1,350,000,000	10.05
Expert Success International Limited		1,350,000,000	10.05
Dongguan Defa Investment Limited		1,400,000,000	10.42
Tan Jinrong	(3)	1,400,000,000	10.42
Kwong Cheong Trading Limited		1,200,000,000	8.93
Yang Shao Wu	(4)	1,200,000,000	8.93

Notes:

• (1) The interest disclosed comprises 4,500,000,000 Shares indirectly owned by CCT Technology Investment Limited through the subsidiaries stated in note (2) below. CCT Technology Investment Limited is a wholly-owned subsidiary of CCT Telecom.

• (2) The interest disclosed comprises 1,800,000,000 Shares held by Jade Assets Company Limited, 1,350,000,000 Shares held by CCT Assets Management Limited and 1,350,000,000 Shares held by Expert Success International Limited, all of them are wholly-owned subsidiaries of CCT Technology Investment Limited.

• (3) The interest disclosed comprises 1,400,000,000 Shares held by Dongguan Defa Investment Limited, which is 75% owned by Mr. Tan Jinrong.

• (4) The interest disclosed comprises 1,200,000,000 Shares held by Kwong Cheong Trading Limited, which is wholly-owned by Mr. Yang Shao Wu.

— 22 —

GENERAL INFORMATION

APPENDIX

• (ii) Long positions in the underlying Shares of equity derivatives of the Company:

			Number	Approximate
			of total	percentage
Name of holder of		Description of equity	underlying	of total
equity derivatives	Notes	derivatives held	Shares	shareholding
				(%)
CCT Telecom	(1)	HK$768 million prime or	54,857,142,857	408.21
		best lending rate plus 2%
		convertible note due 2008
CCT Technology Investment	(2)	HK$768 million prime or	54,857,142,857	408.21
Limited		best lending rate plus 2%
		convertible note due 2008
Noble Team Investments Limited		HK$768 million prime or	54,857,142,857	408.21
		best lending rate plus 2%
		convertible note due 2008
New Capital Industrial Limited	(3)	HK$45 million zero coupon	4,500,000,000	33.49
		convertible note due 2005
Kwong Cheong Trading Limited		HK$8 million out of	800,000,000	5.95
		principal sum of HK$20
		million 5% convertible notes
		due 2004
Yang Shao Wu	(4)	HK$8 million out of	800,000,000	5.95
		principal sum of HK$20
		million 5% convertible notes
		due 2004

Notes:

• (1) The interest disclosed comprises 54,857,142,857 underlying Shares indirectly owned by CCT Technology Investment Limited through the subsidiary stated in note (2) below. CCT Technology Investment Limited is a wholly-owned subsidiary of CCT Telecom.

• (2) The interest disclosed comprises 54,857,142,857 underlying Shares held by Noble Team Investments Limited, which is a wholly-owned subsidiary of CCT Technology Investment Limited.

• (3) New Capital Industrial Limited is a corporation controlled by Mr. Mak Shiu Tong, Clement. This interest in the underlying Shares has also been disclosed under the section headed “Disclosure of Interests” above.

• (4) The interest disclosed comprises 800,000,000 underlying Shares held by Kwong Cheong Trading Limited, which is wholly-owned by Mr. Yang Shao Wu.

— 23 —

GENERAL INFORMATION

APPENDIX

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

5. LITIGATION

As at the Latest Practicable Date, neither the Company nor any of its subsidiaries 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 of its subsidiaries.

6. MATERIAL ADVERSE CHANGES

Save as disclosed herein, the Directors are not aware of any material adverse change in the financial or trading position of the Company since 31 December 2003, the date to which the latest published audited financial statements of the Company were made up.

7. QUALIFICATION AND CONSENT OF EXPERT

Altus Capital Limited has given and has not withdrawn its written consent to the issue of this circular with the inclusion of its letter and reference to its name in the form and context in which they appear.

The qualification of the expert who has provided its advice as contained in this circular is as follows:

Name Qualification Altus Capital Limited A deemed licensed corporation under the SFO and engaged in types 1, 4, 6 and 9 regulated activities.

Save as disclosed in this circular, Altus Capital Limited is not interested in any Share or share in any member of the CCT Tech Group nor does it have any right or option (whether legally enforceable or not) to subscribe for or nominate persons to subscribe for any Share or share in any member of the CCT Tech Group.

8. 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 32/F., China Merchants Tower, Shun Tak Centre, 168-200 Connaught Road Central, Hong Kong.

— 24 —

GENERAL INFORMATION

APPENDIX

• (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 company secretary of the Company is Ms. Low Pui Man, Jaime, a fellow of both The Institute of Chartered Secretaries and Administrators and The Hong Kong Institute of Company Secretaries.

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

9. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection during normal business hours on any Business Day at the head office and principal place of business of the Company in Hong Kong at 32/F., China Merchants Tower, Shun Tak Centre, 168-200 Connaught Road Central, Hong Kong from the date of this circular up to and including the date of the Special General Meeting:

• (a) the bye-laws of the Company;

• (b) the annual reports of the Company for the two years ended 31 December 2002 and 2003;

• (c) the letter of recommendation from the Independent Board Committee to the Independent CCT Tech Shareholders, the text of which is set out on pages 10 to 11 of this circular;

• (d) the letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent CCT Tech Shareholders, the text of which is set out on pages 12 to 17 of this circular;

• (e) the written consent from the Independent Financial Adviser referred to in paragraph 7 of this appendix; and

• (f) the Manufacturing Agreement.

— 25 —

NOTICE OF THE SPECIAL GENERAL MEETING

TECH INTERNATIONAL LIMITED

(Incorporated in Bermuda with limited liability)

NOTICE IS HEREBY GIVEN that a special general meeting of the shareholders of CCT Tech International Limited (the “ Company ”) will be held at 32/F., China Merchants Tower, Shun Tak Centre, 168-200 Connaught Road Central, Hong Kong on Tuesday, 15 June 2004 at 10:00 a.m. for the purpose of considering and, if thought fit, passing the following resolution as an ordinary resolution of the Company:

ORDINARY RESOLUTION

“ THAT :

• (a) the agreement (the “ Manufacturing Agreement ”) dated 4 May 2004 entered into between the Company and CCT Telecom Holdings Limited (“ CCT Telecom ”, together with its subsidiaries, the “ CCT Telecom Group ”), a copy of which is tabled at the meeting and marked “A” and initialled by the chairman of the meeting for identification purpose, pursuant to which CCT Telecom will, and/or will procure other members of the CCT Telecom Group to, manufacture certain plastic casings, components and toolings for telecom products and accessories and other products for the Company and/or its subsidiaries as the Company may direct, and the terms of and the transactions contemplated under the Manufacturing Agreement and the implementation thereof be and are hereby approved, ratified and confirmed;

• (b) the proposed caps in relation to the Continuing Connected Transactions (as defined in the circular of the Company dated 27 May 2004 (the “ Circular ”), a copy of which is tabled for the meeting and marked “B” and initialled by the chairman of the meeting for identification purpose, for each of the three financial years ending 31 December 2006 being HK$350 million, HK$450 million and HK$580 million respectively be and are hereby approved; and

• (c) any one director of the Company, 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/them to be incidental to, ancillary to or in connection with the matters contemplated in and completion of the Manufacturing Agreement and/or the Continuing Connected Transactions.”

By Order of the Board of CCT TECH INTERNATIONAL LIMITED Mak Shiu Tong, Clement Chairman

Hong Kong, 27 May 2004

— 26 —

NOTICE OF THE SPECIAL GENERAL MEETING

Head office and principal place of business:

32/F., China Merchants Tower

Shun Tak Centre 168-200 Connaught Road Central Hong Kong

Notes:

1. A form of proxy for use at the meeting is enclosed herewith.

2. 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 authorised to sign the same.

3. Any member entitled to attend and vote at the meeting shall be entitled to appoint another person (who must be an individual) as his/her proxy to attend and vote instead of him/her. A proxy need not be a member of the Company but must attend the meeting in person to represent him/her.

4. 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 deposited 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).

5. Completion and return of the form of proxy will not preclude a member from attending and voting in person at the meeting or 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.

6. Where there are joint registered holders of any share(s), any one of such joint holders may 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, 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.

— 27 —

TECH INTERNATIONAL LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 261)

FORM OF PROXY FOR THE SPECIAL GENERAL MEETING TO BE HELD ON TUESDAY, 15 JUNE 2004 and any adjournment thereof

I/We[1]

of

being the registered holder(s) of[2]

shares (the “Shares”) of HK$0.01 each

in the capital of CCT Tech International Limited (the “Company”), HEREBY APPOINT THE CHAIRMAN OF THE

MEETING[3] , or

of

as my/our proxy to attend and act for me/us and on my/our behalf at the special general meeting of the Company to be held at 32/F., China Merchants Tower, Shun Tak Centre, 168-200 Connaught Road Central, Hong Kong, on Tuesday, 15 June 2004 at 10:00 a.m. (and at any adjournment thereof, as the case may be) (the “Meeting”) for the purpose of considering and, if thought fit, passing the ordinary resolution as set out in the notice convening the Meeting and at the Meeting to vote for me/us and in my/our name(s) in respect of such resolution as hereinunder indicated, and, if no such indication is given, as my/our proxy thinks fit. My/our proxy will also be entitled to vote on any matter properly put to the Meeting in such manner as he/she thinks fit.

	FOR4 AGAINST4
	Ordinary Resolution

Signature[5]

Date

Notes:

1. Full name(s) and address(es) must be inserted in BLOCK CAPITALS. The names of all joint registered holders should be stated.

2. Please insert the number of Shares registered in your name(s) to which this proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all Shares registered in your name(s).

3. If any proxy other than the Chairman of the Meeting is preferred, please strike out the words “THE CHAIRMAN OF THE MEETING” and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

4. IMPORTANT: If you wish to vote for the resolution, please put a tick in the box marked “FOR”. If you wish to vote against the resolution, please put a tick in the box marked “AGAINST”. If no direction is given, your proxy may vote or abstain as he/she thinks fit. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the Meeting other than the resolution referred to in the notice convening the Meeting.

1. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either executed under its common seal or under the hand of an officer or attorney duly authorised on that corporation’s behalf.

2. In the case of joint registered holders of any Share(s), any one of such persons may vote at the Meeting, either in person or by proxy, in respect of such Share(s) as if he/she were solely entitled thereto, but if more than one of such joint holders are present at the Meeting in person or by proxy, that one of the said persons so present whose name stands first in the register of members of the Company in respect of such Share(s) shall alone be entitled to vote in respect thereof.

3. In order to be valid, this form of proxy, together with any power of attorney or other authority (if any) under which it is signed, or a notarially certified copy thereof, must be deposited 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.

4. A proxy need not be a shareholder of the Company but must attend the Meeting in person to represent you.

5. Completion and deposit of this form of proxy will not preclude you from attending and voting in person at the Meeting if you so wish. If you attend and vote at the Meeting, the authority of your proxy will be revoked.