GBA Holdings Limited — Proxy Solicitation & Information Statement 2006

Jan 17, 2006

(Incorporated in Bermuda with limited liability)

(Stock Code: 261)

NOTICE OF THE SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting of the shareholders of CCT Tech International Limited (the ‘‘Company’’) will be held at 2208, 22nd Floor, St. George’s Building, 2 Ice House Street, Central, Hong Kong on Monday, 13 February 2006 at 10: 30 a.m. (or as soon thereafter as the Court Meeting (as defined in the Scheme Document hereinafter defined) convened for the same day and place shall have been concluded or adjourned), for the purpose of considering and, if thought fit, passing with or without modification, the following resolution as a special resolution of the Company:

SPECIAL RESOLUTION

‘‘THAT:

• (A) for the purposes of giving effect to the Scheme (as defined in the scheme document dated 18 January 2006 (the ‘‘Scheme Document’’), a copy of which is tabled at the meeting and marked ‘‘A’’ and initialled by the chairman of the meeting for identification purpose, on the Effective Date (as defined in the Scheme Document):

  • (i) the issued share capital of the Company shall be reduced by cancelling and extinguishing the Scheme Shares (as defined in the Scheme Document);

  • (ii) the Company shall apply the credit arising in its books of account as a result of the said reduction of share capital to the contributed surplus account in the books of account of the Company;

• (B) subject to the Scheme (as defined in the Scheme Document) taking effect, the directors of the Company (the ‘‘Director(s)’’) be and are hereby authorised to make application to The Stock Exchange of Hong Kong Limited (hereinafter called the ‘‘Stock Exchange’’) for withdrawal of the listing of the Company’s shares on the Stock Exchange; and

• (C) any one Director, or any two Directors if the affixation of the common seal of the Company is necessary, be and is/are hereby authorised to do all other acts and things as considered by them to be necessary or desirable in connection with the implementation of the Scheme (as defined in the Scheme Document), including (without limitation) the giving of consent to any modifications of, or additions to, the Scheme (as defined in the Scheme Document), which the Supreme Court of Bermuda may see fit to impose and to do all other acts and things as considered by them to be necessary or desirable in connection with the implementation of the Scheme (as defined in the Scheme Document) and in relation to the Proposal (as defined in the Scheme Document sent to the holders of the Scheme Shares (as defined in the Scheme Document) of which the notice of this resolution forms part) as a whole.’’

By Order of the Board of

CCT TECH INTERNATIONAL LIMITED Mak Shiu Tong, Clement Chairman

Hong Kong, 18 January 2006

Notes:

1. The register of members of the Company will be closed from Tuesday, 7 February 2006 to Monday, 13 February 2006 (both dates inclusive) during which period no transfer of share(s) will be effected. In order to determine the entitlement to attend and vote at this meeting, all transfer of share(s), accompanied by the relevant share certificate(s) with the completed transfer form(s) either overleaf or separately, must be lodged with the branch share registrar and transfer office of the Company in Hong Kong, Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong for registration not later than 4: 00 p.m. on Monday, 6 February 2006.

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1. 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 to sign the same.

2. A member of the Company entitled to attend and vote at this meeting is entitled to appoint not more than two proxies (who must be an individual) to attend and vote instead of him/her on the same occasion. A proxy need not be a member of the Company.

3. In order to be valid, the white form of proxy together with any power of attorney or other authority (if any) under which it is signed, or notarially certified copy of such power of attorney, must be deposited with Tengis Limited, the branch share registrar and transfer office of the Company in Hong Kong, at the 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong, not later than 48 hours before the time appointed for holding this meeting or any adjournment thereof (as the case may be).

4. Completion and return of the form of proxy shall not preclude a member from attending and voting in person at this meeting or any adjournment thereof (as the case may be) should they so wish and, in such event, the form of proxy shall be deemed to be revoked.

5. Where there are joint holders of any share in the Company, any one of such joint holders may vote at this meeting or any adjournment thereof (as the case may be), either personally or by proxy, in respect of such share as if he/she were solely entitled thereto; but if more than one of such joint holders are present at this meeting or any adjournment thereof (as the case may be) personally or by proxy, the most senior shall alone be entitled to vote in respect of the relevant joint holding and, for this purpose, seniority shall be determined by reference to the order in which the names of the joint holders stand on the register of members of the Company in respect of the relevant joint holding.

As at the date of this notice, the executive directors of the Company are Mr. Mak Shiu Tong, Clement, Mr. Tam Ngai Hung, Terry, Ms. Cheng Yuk Ching, Flora, Mr. Tong Chi Hoi and Dr. William Donald Putt and the independent non-executive directors of the Company are Mr. Chow Siu Ngor, Mr. Lau Ho Kit, Ivan and Mr. Chen Li.

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

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