GBA Holdings Limited — Proxy Solicitation & Information Statement 2006

Nov 30, 2006

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 onward 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.

(Incorporated in Bermuda with limited liability)

(Stock Code: 261)

CONTINUING CONNECTED TRANSACTIONS

Independent financial adviser to the Independent Board Committee and the Independent Shareholders

Hantec Capital Limited

A letter from the Board is set out on pages 4 to 11 of this circular.

A letter from the Independent Board Committee containing its recommendation to the Independent Shareholders is set out on pages 12 to 13 of this circular.

A letter from Hantec containing its advice to the Independent Board Committee and the Independent Shareholders is set out on pages 14 to 20 of this circular.

A notice convening the SGM to be held at 2208, 22/F., St. George’s Building, 2 Ice House Street, Central, Hong Kong at 10: 00 a.m. on Monday, 18 December 2006 is set out on pages 27 to 28 of this circular. A form of proxy for use by the Independent Shareholders at the SGM is enclosed herein. Whether or not you intend to attend and vote at the SGM in person, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the branch share registrar and transfer office of CCT Tech in Hong Kong, Tengis Limited at 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, as soon as practicable but in any event, not later than 48 hours before the time appointed for holding the SGM. Such form of proxy for use at the SGM 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 at the SGM in person should you so wish.

30 November 2006

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Letter from the Independent Board Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
Letter from Hantec . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
Appendix — General information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	21
Notice of the SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	27

— i —

DEFINITIONS

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

‘‘associate’’	has the same meaning ascribed to it in the Listing Rules
‘‘Board’’	the board of the Directors
‘‘Business Day(s)’’	a day (excluding Saturday and Sunday) on which banks	are generally
	open in Hong Kong for general banking transactions for more than four
	hours
‘‘CCT Tech’’	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 from time to time
‘‘CCT Telecom’’	CCT Telecom Holdings Limited, a company incorporated in the
	Cayman Islands and continued in Bermuda as an exempted company
	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 (including the CCT	Tech Group)
	from time to time
‘‘CCT Telecom Remaining	the CCT Telecom Group excluding the CCT Tech Group
Group’’
‘‘Components Products’’	the power supply components, transformers, plastic	casings and
	components and any other products to be manufactured	and supplied
	by the CCT Telecom Remaining Group to the CCT	Tech Group
	pursuant to the New Manufacturing Agreement
‘‘connected person’’	has the same meaning ascribed to it in the Listing Rules
‘‘Continuing Connected	the continuing connected transactions which will be	entered into
Transactions’’	between the CCT Tech Group and the CCT Telecom Remaining Group
	under the New Manufacturing Agreement
‘‘Director(s)’’	the director(s) of CCT Tech
‘‘Hantec’’	Hantec Capital Limited, the independent financial adviser to the
	Independent Board Committee and the Independent Shareholders in
	relation to the New Manufacturing Agreement, the New Manufacturing
	Transactions and the New Manufacturing Transactions	Caps and a
	licensed corporation under the SFO permitted to engage in type 1
	(dealing in securities) and type 6 (advising on corporate finance) of the
	regulated activities as defined under the SFO
‘‘HK$’’	Hong Kong dollar(s), the lawful currency of Hong Kong

— 1 —

DEFINITIONS

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

• ‘‘Independent Board the independent board committee of CCT Tech comprising the Committee’’ independent non-executive Directors, namely Messrs. Lau Ho Kit, Ivan, Chow Siu Ngor and Chen Li, which is formed to advise the Independent Shareholders in respect of the New Manufacturing Agreement, the New Manufacturing Transactions and the New Manufacturing Transactions Caps

• ‘‘Independent the Shareholder(s) other than CCT Telecom and its associates Shareholder(s)’’

• ‘‘Latest Practicable Date’’ 24 November 2006, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained therein

• ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange

• ‘‘Manufacturing has the same meaning ascribed to it in the announcement of CCT Tech Agreement’’ dated 7 May 2004

• ‘‘New Manufacturing the agreement dated 9 November 2006 entered into between CCT Agreement’’ Telecom and CCT Tech in relation to the manufacture and supply of the Components Products and the Toolings by the CCT Telecom Remaining Group to the CCT Tech Group for the production of the consumer telecom and electronic products and accessories by the CCT Tech Group

• ‘‘New Manufacturing the transactions as contemplated under the New Manufacturing Transactions’’ Agreement

• ‘‘New Manufacturing the new cap amounts for the New Manufacturing Transactions as set Transactions Caps’’ out in the paragraph headed ‘‘Historical figures and the New Manufacturing Transactions Caps’’ in the letter from the Board of this circular

• ‘‘percentage ratios’’ the assets ratio, the profits ratio, the revenue ratio, the consideration ratio and the equity capital ratio as defined under Rule 14.07 of the Listing Rules

• ‘‘PSC Manufacturing has the same meaning ascribed to it in the joint announcement of CCT Agreement’’ Tech and CCT Telecom dated 2 June 2004

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

— 2 —

DEFINITIONS

‘‘SGM’’ the special general meeting of CCT Tech to be convened and held to consider and, if thought fit, approve, inter alia, the New Manufacturing Agreement, the New Manufacturing Transactions and the New Manufacturing Transactions Caps or any adjournment thereof (as the case may be) ‘‘Share(s)’’ the ordinary share(s) of HK$0.01 each in the share capital of CCT Tech ‘‘Shareholder(s)’’ the holder(s) of the Share(s) ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited ‘‘substantial shareholder’’ has the same meaning ascribed to it in the Listing Rules ‘‘Toolings’’ the dies, casts, moulds and any other relevant toolings required to manufacture the Components Products pursuant to the New Manufacturing Agreement ‘‘%’’ per cent.

— 3 —

LETTER FROM THE BOARD

(Incorporated in Bermuda with limited liability)

(Stock Code: 261)

Executive Directors: Mak Shiu Tong, Clement Tam Ngai Hung, Terry Cheng Yuk Ching, Flora Li Man To, Feynman William Donald Putt

Independent non-executive Directors:

Lau Ho Kit, Ivan Chow Siu Ngor Chen Li

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

Head office and principal place of business in Hong Kong: 2208, 22/F. St. George’s Building 2 Ice House Street Central Hong Kong

30 November 2006

To the Shareholders

Dear Sir or Madam,

CONTINUING CONNECTED TRANSACTIONS

INTRODUCTION

Reference is made to the announcement of CCT Tech dated 9 November 2006.

CCT Tech is owned as to approximately 74.63% by CCT Telecom and is a non wholly-owned subsidiary of CCT Telecom. As CCT Telecom is a substantial shareholder of CCT Tech, CCT Telecom is a connected person of CCT Tech under the Listing Rules. Transactions between the CCT Tech Group and the CCT Telecom Remaining Group therefore constitute continuing connected transactions for CCT Tech under the Listing Rules.

CCT Tech has obtained from the Stock Exchange the waivers from strict compliance with the disclosure requirements under Chapter 14 of the Listing Rules in respect of certain continuing connected transactions, which include those continuing connected transactions contemplated under the Manufacturing Agreement and the PSC Manufacturing Agreement. The waivers will expire on 31 December 2006. As the Continuing Connected Transactions will continue to be carried out in the usual and ordinary course of business of the CCT Tech Group, CCT Tech has entered into the New Manufacturing Agreement with CCT Telecom on 9 November 2006 to renew the terms and conditions of the continuing connected transactions contemplated under the Manufacturing Agreement and the PSC Manufacturing Agreement. The New Manufacturing Agreement will replace both the Manufacturing Agreement and the PSC Manufacturing Agreement and will be effective as from the date of approval by the Independent Shareholders at the SGM.

— 4 —

LETTER FROM THE BOARD

As (i) each of the applicable percentage ratios (other than the profits ratio and the equity capital ratio which are not applicable) as set out in Chapter 14A of the Listing Rules in respect of the New Manufacturing Transactions is expected to be higher than 25% on an annual basis; and (ii) the annual consideration for the New Manufacturing Transactions is expected to be higher than HK$10,000,000, the New Manufacturing Transactions are subject to the reporting, announcement and independent shareholders’ approval requirements under Rule 14A.35 of the Listing Rules.

The executive Directors are of the view that the terms of the New Manufacturing Agreement have been negotiated on an arm’s length basis and on normal commercial terms and are in the best interests of the CCT Tech Group and the Shareholders as a whole. The SGM will be convened and held to approve the New Manufacturing Agreement, the New Manufacturing Transactions and the New Manufacturing Transactions Caps. CCT Telecom and its associates will abstain from voting in respect of the resolution(s) for approving the New Manufacturing Agreement, the New Manufacturing Transactions and the New Manufacturing Transactions Caps at the SGM.

The Independent Board Committee has been formed to advise the Independent Shareholders on the terms of the New Manufacturing Agreement, the New Manufacturing Transactions and the New Manufacturing Transactions Caps.

An independent financial adviser, Hantec, has been appointed to advise the Independent Board Committee and the Independent Shareholders as to whether or not the terms of the New Manufacturing Agreement, the New Manufacturing Transactions and the New Manufacturing Transactions Caps are fair and reasonable so far as the Independent Shareholders are concerned.

The purpose of this circular is:

• (i) to provide the Shareholders with details of the New Manufacturing Agreement, the New Manufacturing Transactions and the New Manufacturing Transactions Caps;

• (ii) to set out the opinion of Hantec to the Independent Board Committee and the Independent Shareholders in respect of the terms of the New Manufacturing Agreement, the New Manufacturing Transactions and the New Manufacturing Transactions Caps;

• (iii) to set out the recommendation of the Independent Board Committee to the Independent Shareholders in respect of the terms of the New Manufacturing Agreement, the New Manufacturing Transactions and the New Manufacturing Transactions Caps; and

• (iv) to give the Shareholders the notice of the SGM to consider and, if thought fit, to approve the New Manufacturing Agreement, the New Manufacturing Transactions and the New Manufacturing Transactions Caps.

DETAILS OF THE CONTINUING CONNECTED TRANSACTIONS

The New Manufacturing Agreement

Date: 9 November 2006

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

— 5 —

LETTER FROM THE BOARD

Subject:

Term:

Price:

Pursuant to the New Manufacturing Agreement, CCT Telecom will, and/or will procure other members of the CCT Telecom Remaining Group to, manufacture the Components Products and the Toolings for supply to CCT Tech and/or other members of the CCT Tech Group for the production of the consumer telecom and electronic products and accessories. The Components Products and the Toolings to be manufactured by the CCT Telecom Remaining Group will be manufactured in accordance with the specifications and requirements of the CCT Tech Group.

The New Manufacturing Agreement has a fixed term of not exceeding three years as provided under Rule 14A.35 of the Listing Rules and will continue until 31 December 2009. Both parties may renew the New Manufacturing Agreement in writing upon expiry on 31 December 2009 for another three years subject to compliance with the Listing Rules and either party will have the right to terminate the New Manufacturing Agreement without cause by serving the other party with not less than three months’ prior written notice.

In respect of the transactions contemplated under the New Manufacturing Agreement, the price of the Components Products to be produced and supplied by the CCT Telecom Remaining Group to the CCT Tech Group shall be determined on an arm’s length basis and shall be fixed on a case-by-case basis, depending on the model to be produced provided that the price of the Components Products shall be capped by the amount of direct material costs plus a mark-up of no more than 150%. The sale price in respect of specific models of the Components Products payable by the CCT Tech Group is comparable to that charged by the CCT Telecom Remaining Group to the other independent customers of the CCT Telecom Remaining Group. The amount of the sale price will be payable by the CCT Tech Group by cash, by cheque or bank transfer, unless otherwise agreed, will be payable within 100 days from the dates of monthly statements which set out the outstanding invoices. The terms of payment are comparable to those credit terms granted to the other third party customers of the CCT Telecom Remaining Group.

The price of the Toolings will be determined on an arm’s length basis with reference to the market price provided that the price of the Toolings shall be capped by the total costs of manufacturing the Toolings plus a mark-up of no more than 50% of such costs, subject to certain rebates depending on the total quantity of the Components Products to be manufactured by the Toolings, as agreed between the CCT Telecom Remaining Group and the CCT Tech Group. The pricing and the credit terms are comparable with other third party customers of the CCT Telecom Remaining Group.

— 6 —

LETTER FROM THE BOARD

Historical figures and the New Manufacturing Transactions Caps

The financial information regarding the sale of the Components Products and the Toolings by the CCT Telecom Remaining Group to the CCT Tech Group for each of the two years ended 31 December 2004 and 2005 and for the six months ended 30 June 2006 is set out as follows:

			Total amount
	Amount of sales of		of the	Approved
	the		Components	cap amounts
Financial year ended	Components		Products and	previously
31 December	Products	the Toolings	the Toolings	granted
	HK$ million	HK$ million	HK$ million	HK$ million
2004	357	16	373	520
2005	460	12	472	670
				Approved
			Total amount	cap amount
	Amount of sales of		of the	previously
	the		Components	granted for
	Components		Products and	the financial
	Products	the Toolings	the Toolings	year 2006
	HK$ million	HK$ million	HK$ million	HK$ million
Six months ended 30 June 2006	219	10	229	860

The Directors proposed that the cap amounts of the sales of the Components Products including the Toolings from the CCT Telecom Remaining Group to the CCT Tech Group under the New Manufacturing Agreement for each of the three financial years ending 31 December 2009 will not exceed HK$700 million, HK$900 million and HK$1,050 million, respectively. The basis of the New Manufacturing Transactions Caps is determined with reference to: (i) the historical figures of the sales of the Components Products and the Toolings to the CCT Tech Group by the CCT Telecom Remaining Group; (ii) the expectation of the CCT Tech Group to use more Components Products and the Toolings to cater for the increasing manufacture demand of the consumer telecom and electronic products as a result of the anticipated business growth; (iii) additional sales orders to be placed by the CCT Telecom Remaining Group for its new trading business of the consumer electronic products; and (iv) the anticipated business growth of the CCT Tech Group in the next three years due to the anticipated increasing demand for the consumer telecom and electronic products as a whole. The New Manufacturing Transactions Caps for the three years ending 31 December 2009 are determined with reference to the above factors.

REASONS FOR AND BENEFITS OF THE CONTINUING CONNECTED TRANSACTIONS

The executive Directors are of the view that the Continuing Connected Transactions under the New Manufacturing Agreement are entered into, and will continue to be entered into, in the usual and ordinary course of business of the CCT Tech Group. 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. The executive Directors consider that it is in the interests of the CCT Tech Group to continue to purchase the Components Products and the Toolings from the CCT Telecom Remaining Group as the CCT Telecom Remaining Group can offer quality Components Products and

— 7 —

LETTER FROM THE BOARD

reliable delivery service at a competitive price. The executive Directors are of the view that the Continuing Connected Transactions and the terms thereof are fair and reasonable and in the best interests of the CCT Tech Group and the Shareholders as a whole.

CONDITIONS OF THE CONTINUING CONNECTED TRANSACTIONS

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

CCT Tech will therefore seek for the approval by the Independent Shareholders of the New Manufacturing Agreement, the New Manufacturing Transactions and the New Manufacturing Transactions Caps for a period of the three financial years ending 31 December 2009 on the following conditions:

• (a) Transactions caps:

The estimated value of the transactions as set out in the New Manufacturing Agreement for each of the three financial years ending 31 December 2009 will not exceed HK$700 million, HK$900 million and HK$1,050 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 business 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 the independent third parties; and

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

• (c) Brief details of the Continuing Connected Transactions will be disclosed in the next and each successive annual report of CCT Tech, each will be 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 the annual report of CCT Tech for the year in question that the Continuing Connected Transactions under their review were conducted in the manner as stated in paragraphs (a) to (c) 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 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;

— 8 —

LETTER FROM THE BOARD

• (ii) the Continuing Connected Transactions have been entered into in accordance with the New Manufacturing Agreement governing the transactions;

• (iii) the value of the Continuing Connected Transactions has not exceeded the New Manufacturing Transactions 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 to the Directors, the Directors will contact the Listing Division of the Stock Exchange immediately.

• (f) So long as the 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 the auditors of CCT Tech with full access to the relevant records of the Continuing Connected Transactions for the purpose of the auditors’ review as referred to in paragraph (e) above.

CCT Tech will comply with the applicable provisions of the Listing Rules governing connected transactions or will apply for the waiver from strict compliance with the relevant requirements in the event that the total amount of the New Manufacturing Transactions exceeds the New Manufacturing Transactions Caps, or that there is any material amendment to the terms of the New Manufacturing Agreement.

GENERAL

The CCT Tech Group is currently engaged in the manufacture, sale, design and development of the telecom and electronic products on an original design manufacturing basis and a contract manufacturing basis.

The CCT Telecom Group is principally engaged in (i) the manufacture, sale, design and development of the telecom and electronic products through the CCT Tech Group; (ii) the manufacture of the power supply and plastic components; (iii) the manufacture and sale of the baby products; (iv) the provision of e-commerce services; and (v) the investment in the properties and securities.

CCT Tech is owned as to approximately 74.63% by CCT Telecom and is a non wholly-owned subsidiary of CCT Telecom. As CCT Telecom is a substantial shareholder of CCT Tech, CCT Telecom is a connected person of CCT Tech under the Listing Rules. Transactions between the CCT Tech Group and the CCT Telecom Remaining Group therefore constitute continuing connected transactions for CCT Tech under the Listing Rules.

As (i) each of the applicable percentage ratios (other than the profits ratio and the equity capital ratio which are not applicable) as set out in Chapter 14A of the Listing Rules in respect of the New Manufacturing Transactions is expected to be higher than 25% on an annual basis; and (ii) the annual consideration for the New Manufacturing Transactions is expected to be higher than HK$10,000,000, the New Manufacturing Transactions are subject to the reporting, announcement and independent shareholders’ approval requirements under Rule 14A.35 of the Listing Rules. CCT

— 9 —

LETTER FROM THE BOARD

Telecom and its associates will abstain from voting in respect of the resolution(s) for approving the New Manufacturing Agreement, the New Manufacturing Transactions and the New Manufacturing Transactions Caps at the SGM. The votes at the SGM will be taken by way of a poll.

The Independent Board Committee has been formed to advise the Independent Shareholders on the terms of the New Manufacturing Agreement, the New Manufacturing Transactions and the New Manufacturing Transactions Caps. Hantec has been appointed to advise the Independent Board Committee and the Independent Shareholders in respect of the terms of the New Manufacturing Agreement, the New Manufacturing Transactions and the New Manufacturing Transactions Caps.

THE SGM

The notice convening the SGM to be held at 10: 00 a.m. on Monday, 18 December 2006 at 2208, 22/F., St. George’s Building, 2 Ice House Street, Central, Hong Kong at which the ordinary resolution(s) will be proposed to approve, inter alia, the New Manufacturing Agreement, the New Manufacturing Transactions and the New Manufacturing Transactions Caps, is set out on pages 27 to 28 of this circular.

A form of proxy for use by the Independent Shareholders at the SGM is enclosed herein. Whether or not you intend to attend and vote at the SGM in person, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the branch share registrar and transfer office of CCT Tech in Hong Kong, Tengis Limited at 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, as soon as practicable but in any event, not later than 48 hours before the time appointed for holding the SGM. Such form of proxy for use at the SGM 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 at the SGM in person should you so wish.

DEMAND FOR A POLL AT THE SGM

In accordance with bye-law 70 of the bye-laws of CCT Tech, every resolution submitted to a general meeting shall be determined on a show of hands in the first instance by the Shareholders present in person or by duly authorised corporate representative or by proxy, but a poll may be demanded (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) by the chairman of the general meeting or by:

• (a) at least three Shareholders present in person or by duly authorised corporate representative or by proxy for the time being entitled to vote at the general meeting; or

• (b) any Shareholder or the Shareholders present in person or by duly authorised corporate representative or by proxy and representing not less than one-tenth of the total voting rights of all the Shareholders having the right to vote at the general meeting; or

• (c) any Shareholder or the Shareholders present in person or by duly authorised corporate representative or by proxy and holding the Shares conferring a right to vote at the general 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.

— 10 —

LETTER FROM THE BOARD

As the transactions contemplated under the New Manufacturing Agreement are connected transactions, the votes of the Independent Shareholders at the SGM will be taken by way of a poll pursuant to the Listing Rules and CCT Telecom and its associates will abstain from voting at the SGM.

RECOMMENDATION

Having considered the factors mentioned above, the Board considers that it would be in the best interests of the Shareholders and the CCT Tech Group as a whole to seek for the approval by the Independent Shareholders of the New Manufacturing Agreement, the New Manufacturing Transactions and the New Manufacturing Transactions Caps. Accordingly, the Board recommends the Independent Shareholders to vote in favour of the resolution(s) to be proposed at the SGM.

Your attention is drawn to the letter from the Independent Board Committee as set out on pages 12 to 13 of this circular which contains its recommendation to the Independent Shareholders on the terms of the New Manufacturing Agreement, the New Manufacturing Transactions and the New Manufacturing Transactions Caps. Your attention is also drawn to the letter of advice from Hantec as set out on pages 14 to 20 of this circular which contains, amongst other matters, its advice to the Independent Board Committee and the Independent Shareholders in relation to the terms of the New Manufacturing Agreement, the New Manufacturing Transactions and the New Manufacturing Transactions Caps and the principal factors and reasons considered by it in concluding its advice.

ADDITIONAL INFORMATION

Your attention is also drawn to further information as set out in the appendix, which forms part of this circular.

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

— 11 —

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

(Incorporated in Bermuda with limited liability)

(Stock Code: 261)

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

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

Head office and principal place of business in Hong Kong: 2208, 22/F. St. George’s Building 2 Ice House Street Central Hong Kong

30 November 2006

To the Independent Shareholders

Dear Sir or Madam,

CONTINUING CONNECTED TRANSACTIONS

We refer to the circular of CCT Tech to the Shareholders dated 30 November 2006 (the ‘‘Circular’’), in which this letter forms part. Unless the context otherwise requires, 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 Shareholders on whether the terms of the New Manufacturing Agreement, the New Manufacturing Transactions and the New Manufacturing Transactions Caps are fair and reasonable so far as the Independent Shareholders are concerned.

We wish to draw your attention to the letter of advice from the independent financial adviser, Hantec, as set out on pages 14 to 20 of the Circular and the letter from the Board as set out on pages 4 to 11 of the Circular.

— 12 —

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

Having considered, amongst other matters, the factors and reasons considered by, and the opinion of Hantec as stated in its letter of advice, we consider that the terms of the New Manufacturing Agreement, the New Manufacturing Transactions and the New Manufacturing Transactions Caps are fair and reasonable so far as the Independent Shareholders are concerned and accordingly recommend the Independent Shareholders to vote in favour of the ordinary resolution(s) in relation to the New Manufacturing Agreement, the New Manufacturing Transactions and the New Manufacturing Transactions Caps to be proposed at the SGM.

Yours faithfully,

The Independent Board Committee of CCT TECH INTERNATIONAL LIMITED

Lau Ho Kit, Ivan Chow Siu Ngor Chen Li Independent Independent Independent non-executive Director non-executive Director non-executive Director

— 13 —

LETTER FROM HANTEC

The following is the full text of a letter of advice from Hantec to the Independent Board Committee and the Independent Shareholders in relation to the New Manufacturing Agreement, the New Manufacturing Transactions and the New Manufacturing Transactions Caps, which has been prepared for the purpose of inclusion in this circular:

==> picture [34 x 38] intentionally omitted <==

Hantec Capital Limited 45th Floor, COSCO Tower 183 Queen’s Road Central Hong Kong

30 November 2006

• To the Independent Board Committee and the Independent Shareholders of

CCT Tech International Limited

Dear Sirs and Madams,

CONTINUING CONNECTED TRANSACTIONS

INTRODUCTION

We refer to our engagement as the independent financial adviser to the Independent Board Committee and the Independent Shareholders on the terms of the New Manufacturing Agreement, the New Manufacturing Transactions and the New Manufacturing Transactions Caps, details of which are contained in the letter from the Board (the ‘‘Letter from the Board’’) contained in the circular (the ‘‘Circular’’) of CCT Tech to the Shareholders dated 30 November 2006, of which this letter forms part. Terms used in this letter have the same meanings as defined in the Circular unless the context otherwise requires.

CCT Tech is owned as to approximately 74.63% by CCT Telecom and is a non wholly-owned subsidiary of CCT Telecom. As CCT Telecom is a substantial shareholder of CCT Tech, CCT Telecom is a connected person of CCT Tech under the Listing Rules. Transactions between the CCT Tech Group and the CCT Telecom Remaining Group therefore constitute continuing connected transactions for CCT Tech under the Listing Rules.

CCT Tech has obtained from the Stock Exchange the waivers from strict compliance with the disclosure requirement under the Listing Rules in respect of the continuing connected transactions contemplated under the Manufacturing Agreement and the PSC Manufacturing Agreement. The waivers will expire on 31 December 2006. As a result, CCT Tech has entered into the New Manufacturing Agreement to replace both the Manufacturing Agreement and the PSC Manufacturing Agreement, which will become effective as from the date of approval by the Independent Shareholders at the SGM. As (i) each of the applicable percentage ratios (other than the profits ratio and the equity capital ratio which are not applicable) in respect of the New Manufacturing Transactions is expected to be higher than 25% on an annual basis; and (ii) the annual consideration for the New Manufacturing Transactions is expected to be higher than HK$10,000,000, the New Manufacturing Transactions are subject to the reporting, announcement and independent

— 14 —

LETTER FROM HANTEC

shareholders’ approval requirements under Rule 14A.35 of the Listing Rules. The SGM will be convened and held to approve the New Manufacturing Agreement, the New Manufacturing Transactions and the New Manufacturing Transactions Caps. CCT Telecom and its associates will abstain from voting in respect of the resolution(s) for approving the New Manufacturing Agreement, the New Manufacturing Transactions and the New Manufacturing Transactions Caps at the SGM. The Independent Board Committee, comprising the independent non-executive Directors, namely Mr. Lau Ho Kit, Ivan, Mr. Chow Siu Ngor and Mr. Chen Li, has been formed to advise the Independent Shareholders on the New Manufacturing Agreement, the New Manufacturing Transactions and the New Manufacturing Transactions Caps.

BASIS OF OUR ADVICE

In formulating our recommendation, we have relied on the statements, information, opinions and representations contained in the Circular and the information and representations provided to us by the Directors and the management of CCT Tech. We have assumed that all information, representations and opinions contained or referred to in the Circular and all information, representations and opinions which have been provided by the Directors and the management of CCT Tech for which they are solely responsible, are true and accurate at the time they were made and will continue to be accurate at the date of the despatch of the Circular.

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in the Circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, opinions expressed in the Circular have been arrived at after due and careful consideration and there are no other facts not contained in the Circular the omission of which would make any such statement contained in the Circular misleading. We consider that we have been provided with sufficient information on which to form a reasonable basis for our opinion. We have no reason to suspect that any relevant information has been withheld, nor are we aware of any fact or circumstance which would render the information provided and representations and opinions made to us untrue, inaccurate or misleading. We have not, however, carried out any independent verification of the information provided by the Directors and the management of CCT Tech, nor have we conducted an independent investigation into the business and affairs of the CCT Telecom Group.

PRINCIPAL FACTORS TAKEN INTO ACCOUNT

In arriving at our opinion with regards to the terms of the New Manufacturing Agreement, the New Manufacturing Transactions and the New Manufacturing Transactions Caps, we have considered the following principal factors and reasons:

1. Background and reason for the New Manufacturing Transactions

The CCT Tech Group is currently engaged in the manufacture, sale, design and development of the telecom and electronic products on an original design manufacturing basis and a contract manufacturing basis.

The CCT Telecom Group is principally engaged in (i) the manufacture, sale, design and development of the telecom and electronic products through the CCT Tech Group; (ii) the manufacture of the power supply and plastic components; (iii) the manufacture and sale of the baby products; (iv) provision of e-commerce services; and (v) the investment in the properties and securities.

— 15 —

LETTER FROM HANTEC

The executive Directors are of the view that the Continuing Connected Transactions under the New Manufacturing Agreement are entered into, and will continue to be entered into, in the usual and ordinary course of business of the CCT Tech Group. 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. The executive Directors consider that it is in the interests of the CCT Tech Group to continue to purchase the Components Products and the Toolings from the CCT Telecom Remaining Group as the CCT Telecom Remaining Group can offer quality Components Products and reliable delivery service at a competitive price.

The CCT Telecom Remaining Group is one of the major suppliers of the CCT Tech Group for supply of the Components Products and the Toolings to the CCT Tech Group for the production of the consumer telecom and electronic products. The sale of the Components Products and the Toolings from the CCT Telecom Remaining Group to the CCT Tech Group for the year ended 31 December 2005 amounted to approximately HK$472 million, represented approximately 15% of the total purchase of the CCT Tech Group for the year ended 31 December 2005. Considering the business nature of each of the CCT Tech Group and the CCT Telecom Remaining Group, we consider that the New Manufacturing Transactions have been conducted in the usual and ordinary course of business of the CCT Tech Group. In light of the above and given that the Continuing Connected Transactions provide the CCT Tech Group a stable supply of quality Components Products, we consider that the entering into the New Manufacturing Agreement is in the interests of the CCT Tech Group and the Shareholders as a whole.

2. Principal terms of the New Manufacturing Agreement

CCT Tech entered into the New Manufacturing Agreement with CCT Telecom on 9 November 2006, pursuant to which CCT Telecom will continue, and/or will procure other members of the CCT Telecom Remaining Group to, manufacture the Components Products and the Toolings for supply to CCT Tech and/or other members of the CCT Tech Group for the production of the consumer telecom and electronic products and accessories. The Components Products and the Toolings to be manufactured by the CCT Telecom Remaining Group will be manufactured in accordance with the specifications and requirements of the CCT Tech Group.

Term and termination

The New Manufacturing Agreement has a fixed term of not exceeding three years and will continue until 31 December 2009. We note that such three-year term is in compliance with the Listing Rules.

Both parties may renew the New Manufacturing Agreement in writing upon expiry on 31 December 2009 for another three years subject to compliance with the Listing Rules and either party will have the right to terminate the New Manufacturing Agreement without cause by serving the other party with not less than three months’ prior written notice. Accordingly, the CCT Tech Group has no obligation to purchase exclusively from the CCT Telecom Remaining Group and may purchase from independent third party suppliers whenever necessary.

Pricing

In respect of the transactions contemplated under the New Manufacturing Agreement, the price of the Components Products to be produced and supplied by the CCT Telecom Remaining Group to the CCT Tech Group shall be determined on an arm’s length basis and shall be fixed on a case-by-case basis, depending on the model to be produced provided that the price of the

— 16 —

LETTER FROM HANTEC

Components Products shall be capped by the amount of direct material costs plus a mark-up of no more than 150% (‘‘Maximum Mark-up’’). The sale price in respect of specific models of the Components Products payable by the CCT Tech Group is comparable to that charged by the CCT Telecom Remaining Group to the other independent customers of the CCT Telecom Remaining Group. The amount of the sale price will be payable by the CCT Tech Group by cash, by cheque or bank transfer, unless otherwise agreed, will be payable within 100 days from the dates of monthly statements which set out the outstanding invoices. The terms of payment are comparable to those credit terms granted to the other third party customers of the CCT Telecom Remaining Group. On the other hand, the price of the Toolings shall be determined on an arm’s length basis with reference to market price provided that the price of the Toolings shall be capped by the total costs of manufacturing the Toolings plus a mark-up of no more than 50% of such costs, subject to certain rebates depending on the total quantity of the Components Products to be manufactured by the Toolings, as agreed between the CCT Telecom Remaining Group and the CCT Tech Group. The pricing and the credit terms are comparable with other third party customers of the CCT Telecom Remaining Group.

To assess the Maximum Mark-up, we have reviewed samples of the sales invoices of the CCT Telecom Remaining Group and the breakdown of the costs of the direct materials related to the Components Products sold to the CCT Tech Group and found that the mark-up of the Components Products under review was below the Maximum Mark-up. As advised by the Directors, the Maximum Mark-up is fixed to allow the flexibility of the CCT Telecom Remaining Group to determine the price of the Components Products for the new consumer telecom and electronic products manufactured by the CCT Tech Group during the next three years. In any case, the price to be charged by the CCT Telecom Remaining Group for the Components Products to be manufactured for the CCT Tech Group will be determined on an arm’s length basis and will be conducted on normal commercial terms. We therefore consider that the Maximum Mark-up is to allow flexibility in determining pricing of the Components Products and will not have any unfavourable impact on the CCT Tech Group as the CCT Tech Group has the right to purchase from other suppliers anytime when it considers appropriate.

To assess whether the prices of the Components Products and the Toolings offered by the CCT Telecom Remaining Group to the CCT Tech Group are fair, we have compared the prices recently offered by an independent third party supplier with those offered by the CCT Telecom Remaining Group to the CCT Tech Group for more than 5 selected samples of similar components and toolings and found that the prices offered by the CCT Telecom Remaining Group fall within the range of the comparable transactions and the CCT Telecom Remaining Group offers a more favourable payment term than the independent supplier.

— 17 —

LETTER FROM HANTEC

3. The New Manufacturing Transactions Caps

The following table summarise the figures of the continuing connected transactions under the Manufacturing Agreement and the PSC Manufacturing Agreement (the ‘‘Historical Transactions’’) for each of the two years ended 31 December 2004 and 2005 and the six months ended 30 June 2006, the approved cap amounts previously granted for each of the three years ended 31 December 2006 and the New Manufacturing Transactions Caps:

	Financial year	Financial year		Financial year	Financial year
	ended 31 December			ending 31 December
	2004	2005	2006	2007	2008	2009
	(HK$	(HK$	(HK$	(HK$	(HK$	(HK$
	million)	million)	million)	million)	million)	million)
Transaction amounts of
the Historical
Transactions	373	472	229	—	—	—
			(Note)
Approved annual cap
amounts previously
granted	520	670	860	—	—	—
New Manufacturing
Transactions Caps	—	—	—	700	900	1,050

Note: The figure referred to the total amount of the Historical Transactions for the six months ended 30 June 2006.

As set out in the Letter from the Board, the basis of the New Manufacturing Transactions Caps for the three years ending 31 December 2009 is determined with reference to: (i) the historical figures of the sales of the Components Products and the Toolings to the CCT Tech Group by the CCT Telecom Remaining Group; (ii) the expectation of the CCT Tech Group to use more Components Products and Toolings to cater for the increasing manufacture demand of the consumer telecom and electronic products as a result of the anticipated business growth; (iii) additional sales orders to be placed by the CCT Telecom Remaining Group for its new trading business of consumer electronic products; and (iv) the anticipated business growth of the CCT Tech Group in the next three years due to the anticipated increasing demand for the consumer telecom and electronic products as a whole.

As advised by the management of CCT Tech, the approved annual cap amounts previously granted for the two years ended 31 December 2005 and the year ending 31 December 2006 were proposed by the management of the CCT Tech Group in 2004 with reference to the then operation scale and sales projection for the three financial years 2004, 2005 and 2006. Subject to the unexpected shortage of labour and power shortage in the Pearl River Delta region during the three financial years 2004, 2005 and 2006, the production capacity of the CCT Tech Group and the CCT Telecom Remaining Group for the three financial years 2004, 2005 and 2006 has been affected. As a result, the growth in sales of the Components Products to the CCT Tech Group by the CCT Telecom Remaining Group was below estimate during the three financial years 2004, 2005 and 2006. This explains the reason of the amount of sales of the Components Products and the Toolings from the CCT Telecom Remaining Group to the CCT Tech Group for the three financial years ended 2004, 2005 and 2006 is far below the approved annual cap amounts previously granted.

— 18 —

LETTER FROM HANTEC

To assess whether the New Manufacturing Transactions Caps for the three years ending 31 December 2009 are fair and reasonable, we have discussed with the management of CCT Tech and the Directors expect that more Components Products and Toolings will be purchased to cater for the increasing manufacture demand of the consumer telecom and electronic products and the increase in the New Manufacturing Transactions Caps in 2007, 2008 and 2009 is mainly attributable to the anticipated increase of the consumer telecom and electronic products based on:

• (i) the anticipated additional sales orders to be placed by the CCT Telecom Remaining Group considering that the CCT Telecom Remaining Group is going to establish its trading business of consumer electronic products and the CCT Telecom Remaining Group agrees to purchase consumer electronic products from the CCT Tech Group for trading purpose as disclosed in the circular of CCT Tech dated 8 August 2006;

• (ii) the expected growth in the manufacture demand of the consumer telecom and electronic products in next few years under the additional manufacturing facilities to be established by CCT Tech in the Liaoning Province, the People’s Republic of China in 2007 as disclosed in the interim report of CCT Tech for the six months ended 30 June 2006; and

• (iii) the strong growth of sales from markets outside the United States in 2006 and the launch of new products in the second half of 2006 and coming years as disclosed in the interim report of CCT Tech for the six months ended 30 June 2006. The sales from the European market reported a sales growth of approximately 296% for the six months ended 30 June 2006 as compared with the corresponding period in 2005. The Directors expect that, under current economic conditions, the launch of new products in the second half of 2006 and coming years and the increasing use of broadband and wireless products will offer considerable opportunities to CCT Tech and the product demand for the coming years would increase.

As advised by the Directors, the estimated transaction amount of the Historical Transactions for the year ending 31 December 2006 will be approximately HK$520 million which was estimated with reference to the actual transaction amount for the ten months ended 31 October 2006. The estimated transaction amount for 2006 represents an increase of approximately 10% as compared with the transaction amount of last financial year while the increase of the New Manufacturing Transactions Caps represents an increase of about 17% to 35% for the three years ending 31 December 2009. In view of the expected increasing manufacture demand of the consumer telecom and electronic products as a result of the anticipated business growth as discussed above, we are of the view that the New Manufacturing Transactions Caps are consistent with the CCT Tech Group’s growth trend and therefore fair and reasonable as far as the CCT Tech Group and the Shareholders are concerned.

— 19 —

LETTER FROM HANTEC

RECOMMENDATION

Having taken into account the principal factors and reasons referred to the above, we are of the opinion that the New Manufacturing Agreement and the New Manufacturing Transactions are in the interests of the CCT Tech Group and the Shareholders as a whole and the New Manufacturing Transactions Caps are fair and reasonable so far as the CCT Tech Group and the Shareholders are concerned. We therefore advise the Independent Shareholders, and the Independent Board Committee to recommend the Independent Shareholders, to vote in favour of the ordinary resolution(s) to be proposed at the SGM.

Yours faithfully, For and on behalf of Hantec Capital Limited Thomas Lai Director

— 20 —

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 CCT Tech. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular with regard to CCT Tech and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, opinions expressed in this circular have been arrived at after due and careful consideration and there are no other facts not contained in this circular, the omission of which would make any statement contained herein misleading.

2. DISCLOSURE OF INTERESTS

(a) The Directors’ interests and short positions in the shares and the underlying shares of the convertible bonds and the share options of CCT Tech and its associated corporations

As at the Latest Practicable Date, the Directors and the chief executive of CCT Tech and their respective associates had the following interests and short positions in the shares, the underlying shares and debentures of CCT Tech and its associated corporations (within the meaning of Part XV of the SFO) which were required to be notified to CCT Tech 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 CCT Tech 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 CCT Tech and the Stock Exchange:

• (1) Interests and short positions in the Shares and the underlying Shares as at the Latest Practicable Date

None of the Directors had interests and short positions in respect of the Shares, debentures, convertible bonds, equity derivatives or interests in the underlying Shares of CCT Tech.

• (2) Interests and short positions in the shares and the underlying shares of the convertible bonds of an associated corporation — CCT Telecom as at the Latest Practicable Date

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

					Approximate
	Number of the shares beneficially				percentage of
		held and nature of interest			the total issued
Name of the Director	Personal	Family	Corporate	Total	share capital
					(%)
Mak Shiu Tong, Clement	715,652	—	221,040,977	221,756,629	28.44
Tam Ngai Hung, Terry	1,648,000	—	—	1,648,000	0.21
Cheng Yuk Ching, Flora	14,076,713	120,000	—	14,196,713	1.82
(Note)
William Donald Putt	591,500	—	—	591,500	0.08

Note: Included in the shareholdings in which Ms. Cheng Yuk Ching, Flora was interested, 120,000 shares of CCT Telecom were held by the spouse of Ms. Cheng Yuk Ching, Flora who was deemed to be interested in such shares under the provisions of Part XV of the SFO.

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GENERAL INFORMATION

APPENDIX

• (ii) Long positions in the underlying shares of the convertible bonds of CCT Telecom:

				Approximate
			Number of the	percentage of
	Description of		total underlying	the total issued
Name of the Director	equity derivatives	Notes	shares	share capital
				(%)
Mak Shiu Tong, Clement	2010 convertible bonds	(1)	47,185,430	6.05
	2009 convertible bonds	(2)	26,548,672	3.40

Notes:

• (1) The convertible bonds with an outstanding principal amount of HK$28,500,000 as at the Latest Practicable Date, were issued by CCT Telecom to New Capital Industrial Limited (a company controlled by Mr. Mak Shiu Tong, Clement) on 25 April 2005. The convertible bonds, due on 25 April 2010, are interest free and convertible into the shares of CCT Telecom at the conversion price of HK$0.604 per share of CCT Telecom (subject to adjustments according to the terms of the convertible bonds).

• (2) The convertible bonds with an outstanding principal amount of HK$30,000,000 as at the Latest Practicable Date, were issued by CCT Telecom to Capital Winner Investments Limited (a company controlled by Mr. Mak Shiu Tong, Clement) on 23 June 2006. The convertible bonds, due on 23 June 2009, are interest free and convertible into the shares of CCT Telecom at the conversion price of HK$1.13 per share of CCT Telecom (subject to adjustments according to the terms of the convertible bonds).

• (3) Interests and short positions in the shares and the underlying shares of the share options of an associated corporation — Tradeeasy Holdings Limited (‘‘Tradeeasy’’), a fellow subsidiary of CCT Tech, as at the Latest Practicable Date

Long positions in the underlying shares of the share options of Tradeeasy:

						Approximate
		Exercise		Number of	Number of	percentage of
	Date of grant	period of	Exercise	the share	the total	the total
Name of the	of the share	the share	price per	options	underlying	issued share
Director	options	options	share	outstanding	shares	capital
			HK$			(%)
Mak Shiu Tong,	14/8/2006	14/8/2006 –	0.038	45,000,000	45,000,000	4.63
Clement		13/8/2011
Tam Ngai Hung,	14/8/2006	14/8/2006 –	0.038	28,000,000	28,000,000	2.88
Terry		13/8/2011
Cheng Yuk	14/8/2006	14/8/2006 –	0.038	5,000,000	5,000,000	0.51
Ching, Flora		13/8/2011
William Donald	14/8/2006	14/8/2006 –	0.038	5,000,000	5,000,000	0.51
Putt		13/8/2011

(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 CCT Tech or any other members of the CCT Tech Group (excluding contracts expiring or determinable by CCT Tech or any other members of the CCT Tech Group within one year without payment of compensation other than statutory compensation).

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GENERAL INFORMATION

APPENDIX

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

• (i) none of the Directors and the chief executive of CCT Tech and their respective associates held any interest or short position in the shares, the underlying shares and debentures of CCT Tech or any of its associated corporations (within the meaning of Part XV of the SFO) which were required to be notified to CCT Tech 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 CCT Tech 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 CCT Tech and the Stock Exchange; and

• (ii) none of the Directors was interested in any business that was in competition with the CCT Tech Group.

3. 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 the chief executive of CCT Tech) had interests or short positions in the Shares or the underlying Shares as recorded in the register required to be kept by CCT Tech under section 336 of the SFO:

(i) Long positions in the Shares as at the Latest Practicable Date:

			Approximate
			percentage of
		Number of the	the total issued
Name of the Shareholder	Notes	Shares held	share capital
			(%)
CCT Telecom	(1)	48,035,751,124	74.63
CCT Technology Investment Limited	(2)	48,035,751,124	74.63
Jade Assets Company Limited		44,335,751,124	68.88
Deutsche Bank Aktiengesellschaft		6,430,262,699	9.99

Notes:

• (1) The interest disclosed represents 48,035,751,124 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 represents 44,335,751,124 Shares held by Jade Assets Company Limited, 1,350,000,000 Shares held by CCT Assets Management Limited, 1,350,000,000 Shares held by Expert Success International Limited and 1,000,000,000 Shares held by Noble Team Investments Limited, all of them are wholly-owned subsidiaries of CCT Technology Investment Limited.

— 23 —

GENERAL INFORMATION

APPENDIX

• (ii) Long positions in the underlying Shares of equity derivatives of CCT Tech as at the Latest Practicable Date:

		Number of the
		total underlying	Approximate
		Shares interested	percentage of
		under equity	the total issued
Name of the Shareholder	Notes	derivatives	share capital
			(%)
CCT Telecom	(1)	13,800,000,000	21.44
Deutsche Bank Aktiengesellschaft	(2)	7,369,737,301	11.45

Notes:

• (1) The interest disclosed represents long positions in 13,800,000,000 underlying Shares which may possibly be acquired by CCT Telecom upon the exercise of the put options granted by CCT Telecom to Deutsche Bank AG in relation to the sale of 13,800,000,000 Shares under the terms of the put agreement entered into between CCT Telecom and Deutsche Bank AG on 17 March 2006.

• (2) The interest disclosed represents long positions in 7,369,737,301 underlying Shares which may possibly be acquired by Deutsche Bank AG upon the exercise of the put options granted by Deutsche Bank AG to the three third party investors, which bought 7,369,737,301 Shares from CCT Telecom.

• (iii) Short positions in the underlying Shares of equity derivatives of CCT Tech as at the Latest Practicable Date:

	Number of the
	total underlying	Approximate
	Shares interested	percentage of
	under equity	the total issued
Name of the Shareholder	derivatives	share capital
		(%)
Deutsche Bank Aktiengesellschaft (Note)	13,800,000,000	21.44

Note: The interest disclosed represents short positions in 13,800,000,000 underlying Shares whereas Deutsche Bank AG has a right to sell back part or whole of 13,800,000,000 Shares to CCT Telecom by exercising of the put options granted by CCT Telecom to Deutsche Bank AG under the terms of the put agreement entered into between CCT Telecom and Deutsche Bank AG on 17 March 2006.

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 the chief executive of CCT Tech) who had any interest or short position in the Shares or the underlying Shares as recorded in the register required to be kept by CCT Tech under section 336 of the SFO.

4. LITIGATION

As at the Latest Practicable Date, neither CCT Tech nor any member of the CCT Tech Group 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 CCT Tech or any member of the CCT Tech Group.

— 24 —

GENERAL INFORMATION

APPENDIX

5. MATERIAL ADVERSE CHANGE

Save as disclosed herein, as at the Latest Practicable Date, the Directors were not aware of any material adverse change in the financial or trading position of the CCT Tech Group since 31 December 2005, being the date to which the latest published audited financial statements of CCT Tech were made up.

6. INTERESTS IN ASSETS AND/OR CONTRACTS AND OTHER INTERESTS

As at the Latest Practicable Date, none of the Directors had any direct or indirect interest in any asset which had been, since 31 December 2005, being the date of the latest published audited accounts of CCT Tech were made up, acquired or disposed of by or leased to any member of the CCT Tech Group, or were proposed to be acquired or disposed of by or leased to any member of the CCT Tech Group.

As at the Latest Practicable Date, none of the Directors was materially interested in any contract or arrangement entered into by any member of the CCT Tech Group which contract or arrangement was subsisting and which was significant in relation to the business of the CCT Tech Group taken as a whole.

7. QUALIFICATION AND CONSENT OF EXPERT

Hantec has given and has not withdrawn its written consent to the issue of this circular with the copy of its letter and reference to its name included herein 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:

Qualification

Name Qualification Hantec A corporation licensed under the SFO permitted to engage in type 1 (dealing in securities) and type 6 (advising on corporate finance) of the regulated activities as defined under the SFO

As at the Latest Practicable Date, Hantec was not interested in any Share or share in any member of the CCT Tech Group, nor did 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 CCT Tech is located at Canon’s Court, 22 Victoria Street, Hamilton HM12, Bermuda and the head office and the principal place of business of CCT Tech in Hong Kong is located at 2208, 22/F., St. George’s Building, 2 Ice House Street, Central, Hong Kong.

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

— 25 —

GENERAL INFORMATION

APPENDIX

• (c) The qualified accountant of CCT Tech is Mr. Ho Yiu Hong, Victor, who is a fellow of the Association of Chartered Certified Accountants and an associate of both the Institute of Chartered Secretaries and Administrators and the Hong Kong Institute of Certified Public Accountants.

• (d) The company secretary of CCT Tech is Ms. Low Pui Man, Jaime, who is a fellow of both The Institute of Chartered Secretaries and Administrators and The Hong Kong Institute of Chartered Secretaries.

• (e) 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 are available for inspection at the head office and the principal place of business of CCT Tech in Hong Kong at 2208, 22/F., St. George’s Building, 2 Ice House Street, Central, Hong Kong during normal business hours on any Business Day from the date of this circular up to and including the date of the SGM:

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

• (b) the letter from the Board to the Shareholders, the text of which is set out on pages 4 to 11 of this circular;

• (c) the letter of recommendation from the Independent Board Committee to the Independent Shareholders, the text of which is set out on pages 12 to 13 of this circular;

• (d) the letter of advice from Hantec to the Independent Board Committee and the Independent Shareholders, the text of which is set out on pages 14 to 20 of this circular;

• (e) the written consent from Hantec referred to in the section headed ‘‘Qualification and Consent of Expert’’ in this appendix;

• (f) the annual reports of CCT Tech for the two years ended 31 December 2004 and 2005 and the interim report of CCT Tech for the six months ended 30 June 2006;

• (g) the New Manufacturing Agreement; and

• (h) this circular.

— 26 —

NOTICE OF THE SGM

(Incorporated in Bermuda with limited liability)

(Stock Code: 261)

NOTICE IS HEREBY GIVEN that a special general meeting of the shareholders of CCT Tech International Limited (the ‘‘Company’’) will be held at 2208, 22/F., St. George’s Building, 2 Ice House Street, Central, Hong Kong on Monday, 18 December 2006 at 10: 00 a.m. for the purpose of considering and, if thought fit, passing with or without modifications, the following resolution as an ordinary resolution of the Company:

ORDINARY RESOLUTION

‘‘THAT:

• (a) the component manufacturing agreement (the ‘‘New Manufacturing Agreement’’) dated 9 November 2006 entered into between the Company (together with its subsidiaries, the ‘‘Group’’) 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 other than the Group to, manufacture the power supply components, transformers, plastic casings and components and any other products (the ‘‘Components Products’’) and the dies, casts, moulds and any other relevant toolings required to manufacture the Components Products for supply to the Company and/or other members of the Group for the production of the consumer telecom and electronic products and accessories, and the transactions contemplated thereunder be and are hereby approved, ratified and confirmed;

• (b) the proposed caps in relation to the New Manufacturing Transactions (as defined in the circular of the Company dated 30 November 2006 (the ‘‘Circular’’)), a copy of which is tabled at 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 2009, being HK$700 million, HK$900 million and HK$1,050 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/her/them to be incidental to, ancillary to or in connection with the matters contemplated in and completion of the New Manufacturing Agreement, the New Manufacturing Transactions (as defined in the Circular) and/or the New Manufacturing Transactions Caps (as defined in the Circular).’’

By Order of the Board of

CCT TECH INTERNATIONAL LIMITED Mak Shiu Tong, Clement Chairman

Hong Kong, 30 November 2006

— 27 —

NOTICE OF THE SGM

Head office and principal place of business

in Hong Kong:

2208, 22/F., St. George’s Building

2 Ice House Street

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 duly authorised on that corporation’s behalf to sign the same.

3. Any shareholder entitled to attend and vote at the meeting is entitled to appoint another person as his/her proxy to attend and vote instead of him/her. A shareholder who is the holder of two or more shares may appoint not more than two proxies (who must be an individual or individuals) to attend and vote instead of him/her on the same occasion. A proxy need not be a shareholder of the Company but must attend the meeting in person to represent him/her.

4. In order to be valid, the form of proxy in the prescribed form, together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, must be lodged with the branch share registrar and transfer office of the Company in Hong Kong, Tengis Limited at 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, not later than 48 hours before the time appointed for holding the meeting or any adjourned meeting thereof (as the case may be). Such prescribed form of proxy for use at the meeting is also published on the website of The Stock Exchange of Hong Kong Limited at www.hkex.com.hk.

5. Completion and return of the form of proxy will not preclude a shareholder 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 attend and vote at the meeting or any adjourned meeting thereof (as the case may be), either in person or by proxy, in respect of such share(s) as if he/she was solely entitled thereto, but if more than one of such joint holders are present at the meeting or any adjourned meeting thereof (as the case may be), the most senior shall alone be entitled to vote, whether in person or by proxy. For this purpose, seniority will be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

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