GBA Holdings Limited - Proxy Solicitation & Information Statement 2009

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 or registered institution in securities, 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(s), the transferee(s) or to the bank, licensed securities dealer or registered institution in securities, or other agent through whom the sale or transfer was effected for onward transmission to the purchaser(s) or the transferee(s).

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim 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: 00261)

NON-EXEMPT CONTINUING CONNECTED TRANSACTIONS

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

==> picture [117 x 37] intentionally omitted <==

FIRST SHANGHAI CAPITAL LIMITED

A letter from the Board is set out on pages 4 to 12 of this circular.

A letter from the Independent Board Committee is set out on pages 13 to 14 of this circular.

A letter from First Shanghai containing its advice to the Independent Board Committee and the Independent Shareholders is set out on pages 15 to 23 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 on Friday, 4 December 2009 at 10:00 a.m. is set out on pages 30 to 31 of this circular. A form of proxy for use by the 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 the accompanying form of proxy in accordance with the instructions printed thereon and return it to the branch share registrar and transfer office of the Company in Hong Kong, Tricor 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 or any adjourned meeting (as the case may be). Such form of proxy for use at the SGM is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.cct-tech.com.hk). Completion and return of the form of proxy will not preclude you from attending and voting at the SGM or any adjourned meeting (as the case may be) in person should you so wish.

17 November 2009

		Page
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from	the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Letter from	the Independent Board Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
Letter from	First Shanghai . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15
Appendix	— General information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	24
Notice of the SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		30

– i –

DEFINITIONS

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

‘‘associate(s)’’ has the same meaning ascribed to it under the Listing Rules; ‘‘Board’’ the board of the Directors;
‘‘Business Day’’ a day (other than Saturdays, Sundays and public holidays) on which licensed banks in Hong Kong are open for business;
‘‘CCT Assets’’ CCT Assets Management Limited, a company incorporated in the British Virgin Islands with limited liability and an indirect wholly-owned subsidiary of CCT Telecom;
‘‘CCT Resources’’ CCT Resources Holdings Limited, a company incorporated in the Cayman Islands with limited liability and the shares of which are listed on the Growth Enterprise Market of the Stock Exchange and an associated corporation of the Company;
‘‘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 from time to time;
‘‘CCT Telecom Remaining Group’’ CCT Telecom and its subsidiaries (other than the Group) from time to time;
‘‘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;
‘‘Component Products’’ power supply components, transformers, plastic casings and components and any other component products to be manufactured and supplied by the CCT Telecom Remaining Group to the Group pursuant to the New Manufacturing Agreement;
‘‘connected person’’ has the same meaning ascribed to it under the Listing Rules;
‘‘Continuing Connected Transactions’’
the transactions as contemplated under the New Manufacturing Agreement to be entered into between the Group and the CCT Telecom Remaining Group in relation to the manufacture and supply of the Component Products and the Toolings by the CCT Telecom Remaining Group for the Group;
‘‘Director(s)’’ the director(s) of the Company;

– 1 –

DEFINITIONS

‘‘Expert Success’’

Expert Success International Limited, a company incorporated in the British Virgin Islands with limited liability and an indirect wholly-owned subsidiary of CCT Telecom;

‘‘First Shanghai’’ First Shanghai Capital Limited, a licensed corporation under the SFO to carry out type 6 (advising on corporate finance) regulated activity, being the independent financial adviser to the Independent Board Committee and the Independent Shareholders in relation to the New Manufacturing Agreement, the Continuing Connected Transactions and the New Transactions Caps;

‘‘Group’’ the Company and its subsidiaries from time to time;
‘‘HK$’’ Hong Kong dollar(s), the lawful currency of Hong Kong;
‘‘Hong Kong’’ Hong Kong Special Administrative Region of the People’s Republic of China;
‘‘Independent Board Committee’’ the independent board committee of the Company comprising Mr. Chow Siu Ngor and Mr. Lau Ho Kit, Ivan, the independent nonexecutive Directors not having material interest in the New Manufacturing Agreement and the Continuing Connected Transactions, formed to advise the Independent Shareholders in respect of the New Manufacturing Agreement, the Continuing Connected Transactions and the New Transactions Caps;
‘‘Independent Shareholders’’ Shareholders other than CCT Telecom and its associates;
‘‘Jade Assets’’
Jade Assets Company Limited, a company incorporated in the British Virgin Islands with limited liability and an indirect wholly-owned subsidiary of CCT Telecom;
‘‘Latest Practicable Date’’ 13 November 2009, 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;
‘‘New Manufacturing Agreement’’ the agreement dated 30 October 2009 entered into between the Company and CCT Telecom in relation to the manufacture and supply of the Component Products and the Toolings for the production of telecom products, electronic children products and accessories by the CCT Telecom Remaining Group for the Group;

– 2 –

DEFINITIONS

‘‘New Transactions Caps’’

the respective new cap amounts in relation to the Continuing Connected Transactions for the period of the three financial years ending 31 December 2012 as set out in the sub-section headed ‘‘New Transactions Caps’’ under the section headed ‘‘Details of the Continuing Connected Transactions’’ in the ‘‘Letter from the Board’’ of this circular;

‘‘ODM’’ original design manufacturing;

‘‘Previous Manufacturing the agreement dated 9 November 2006 entered into between CCT Agreement’’ Telecom and the Company in relation to the manufacture and supply of component products and toolings by the CCT Telecom Remaining Group to the Group for the production of consumer telecom and electronic products and accessories by the Group; ‘‘SFO’’ the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong); ‘‘SGM’’ the special general meeting of the Company to be convened and held to consider and, if thought fit, approve, inter alia, the New Manufacturing Agreement, the Continuing Connected Transactions and the New 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 the Company; ‘‘Shareholder(s)’’ the holder(s) of the Share(s); ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited; ‘‘Toolings’’ the dies, casts, moulds and any other relevant toolings required to manufacture the Component Products pursuant to the New Manufacturing Agreement; and ‘‘%’’ per cent.

– 3 –

LETTER FROM THE BOARD

(Incorporated in Bermuda with limited liability)

(Stock Code: 00261)

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

Registered office: Canon’s Court 22 Victoria Street Hamilton HM 12 Bermuda

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

Head office and principal place of business in Hong Kong: 2208, 22/F. St. George’s Building 2 Ice House Street Central Hong Kong 17 November 2009

To the Shareholders

Dear Sir or Madam,

NON-EXEMPT CONTINUING CONNECTED TRANSACTIONS

INTRODUCTION

Reference is made to the announcement of the Company dated 3 November 2009.

It was announced that on 30 October 2009, the Company entered into the New Manufacturing Agreement with CCT Telecom. Pursuant to the New Manufacturing Agreement, CCT Telecom will, and/ or will procure other members of the CCT Telecom Remaining Group to manufacture and supply the Component Products and the Toolings to the Company and/or other members of the Group for the production of telecom products, electronic children products and accessories, based on orders to be placed by member(s) of the Group from time to time to the CCT Telecom Remaining Group. The Component Products and the Toolings to be manufactured by the CCT Telecom Remaining Group shall be manufactured in accordance with the specifications and requirements of the Group.

The Company is a non wholly-owned subsidiary of CCT Telecom and the Group is principally engaged in the manufacture, sale, design and development of telecom and electronic products primarily on an ODM basis.

The CCT Telecom Group is principally engaged in (i) the manufacture and sale of telecom and electronic products through the Group; (ii) the manufacture and sale of plastic and power supply components; (iii) the manufacture and sale of infant and child products; (iv) the securities business; and (v) the property development and holding.

– 4 –

LETTER FROM THE BOARD

As at the Latest Practicable Date, CCT Telecom holding through its indirect wholly-owned subsidiaries a total of 33,026,391,124 Shares which represent approximately 50.49% of the total issued share capital of the Company is the controlling Shareholder. Accordingly, CCT Telecom is a connected person of the Company under the Listing Rules. Transactions between the Group and the CCT Telecom Remaining Group contemplated under the New Manufacturing Agreement therefore constitute continuing connected transactions for the Company for the purpose 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 Group and the Shareholders as a whole. The SGM will be convened and held to approve the New Manufacturing Agreement, the Continuing Connected Transactions and the New Transactions Caps. CCT Telecom and its associates will abstain from voting in respect of the resolution for approving the New Manufacturing Agreement, the Continuing Connected Transactions and the New 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 Continuing Connected Transactions and the New Transactions Caps.

An independent financial adviser, First Shanghai, 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 Continuing Connected Transactions and the New 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 Continuing Connected Transactions and the New Transactions Caps;
(ii) to set out the opinion of First Shanghai to the Independent Board Committee and the Independent Shareholders in respect of the terms of the New Manufacturing Agreement, the Continuing Connected Transactions and the New 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 Continuing Connected Transactions and the New 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 Continuing Connected Transactions and the New Transactions Caps.

– 5 –

LETTER FROM THE BOARD

DETAILS OF THE CONTINUING CONNECTED TRANSACTIONS

The New Manufacturing Agreement

Date of agreement:

30 October 2009

Parties: (1) the Company (2) CCT Telecom

Subject:

Pursuant to the New Manufacturing Agreement, CCT Telecom will, and/or will procure other members of the CCT Telecom Remaining Group to manufacture and supply the Component Products and the Toolings to the Company and/or other members of the Group for the production of telecom products, electronic children products and accessories, based on orders to be placed by member(s) of the Group from time to time to the CCT Telecom Remaining Group. The Component Products and the Toolings to be manufactured by the CCT Telecom Remaining Group shall be manufactured in accordance with the specifications and requirements of the Group.

Conditions precedent:

The New Manufacturing Agreement and the Continuing Connected Transactions, which will be effective on 1 January 2010, are conditional upon: (a) the passing by the Independent Shareholders at the SGM with CCT Telecom and its associates abstaining from voting at the SGM of an ordinary resolution approving (1) the New Manufacturing Agreement; (2) the Continuing Connected Transactions; and (3) the New Transactions Caps; and

(b) the Company having fully complied with all other rules and regulations under the Listing Rules that are relevant to the proposed arrangements under the New Manufacturing Agreement and the Continuing Connected Transactions.

If the above conditions precedent are not fulfilled on or before 31 December 2009 (or such later date as may be agreed between CCT Telecom and the Company in writing), the New Manufacturing Agreement shall cease to be of force and effect and the parties thereto shall be released from all obligations thereunder.

– 6 –

LETTER FROM THE BOARD

Term:

Price and terms of payment:

The New Manufacturing Agreement has a fixed term of not exceeding three (3) years as provided under Rule 14A.35 of the Listing Rules and will be effective as from 1 January 2010 when all the conditions precedent have been fulfilled and will continue until 31 December 2012 (both dates inclusive). Both parties may renew the New Manufacturing Agreement in writing upon expiry on 31 December 2012 for another three (3) 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 (3) months’ prior written notice.

In respect of the transactions contemplated under the New Manufacturing Agreement, the price of the Component Products to be manufactured and supplied by the CCT Telecom Remaining Group to the 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 Component 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 Component Products payable by the Group is comparable to that charged by the members of the CCT Telecom Remaining Group to the other independent third party customers of the CCT Telecom Remaining Group.

The price of the Toolings shall be determined on 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 to the Group to be agreed between the relevant members of the Group and the CCT Telecom Remaining Group with reference to the pre-agreed annual quantity of each model of the Component Products. The pricing of the Toolings is comparable to that charged by the members of the CCT Telecom Remaining Group to the other independent third party customers of the CCT Telecom Remaining Group.

The amount of the sale price for the Component Products will be payable by the Group by cheque, bank transfer or by deposit directly by member(s) of the Group into the designated bank accounts of the member(s) of the CCT Telecom Remaining Group, unless otherwise agreed, will be payable within 120 days from the date of monthly statements which set out the outstanding invoices. The terms of payment are comparable to or not worse than those credit terms granted to the other independent third party customers of the CCT Telecom Remaining Group.

– 7 –

LETTER FROM THE BOARD

The price for the Toolings shall be payable in three installments as follows:

(a) forty per cent. (40%) of the cost immediately upon the commencement of the manufacturing of the Toolings;
(b) thirty per cent. (30%) after the Toolings are manufactured and have passed all acceptance testing; and
(c) thirty per cent. (30%) prior to the commencement of the use of the Toolings for the production of the relevant Component Products by the relevant member(s) of the CCT Telecom Remaining Group.

Historical Figures for the Continuing Connected Transactions

The financial information regarding the sale of the component products and the toolings by the CCT Telecom Remaining Group to the Group for each of the two years ended 31 December 2007 and 2008 and for the six months ended 30 June 2009 is set out as follows:

	Amount of sales of the	Approved
	component products	cap amounts
Financial year ended 31 December	and the toolings	previously granted
	HK$ million	HK$ million
2007	484	700
2008	420	900
	Amount of sales of the	Approved cap amounts
	component products	previously granted for
	and the toolings	the financial year 2009
	HK$ million	HK$ million
Six months ended 30 June 2009	105	1,050

New Transactions Caps

Pursuant to the New Manufacturing Agreement, the aggregate value of the sales of the Component Products including the Toolings from the CCT Telecom Remaining Group to the Group under the New Manufacturing Agreement will not exceed the following respective amounts:

(a) in respect of the financial year ending 31 December 2010, HK$450 million;
(b) in respect of the financial year ending 31 December 2011, HK$650 million; and
(c) in respect of the financial year ending 31 December 2012, HK$850 million (each of the caps in (a), (b) and (c) is a ‘‘New Transactions Cap(s)’’).

– 8 –

LETTER FROM THE BOARD

The basis of the New Transactions Caps is determined with reference to: (i) the historical figures of the sales of the component products and the toolings from the CCT Telecom Remaining Group to the Group; (ii) the expectation of the Group to use more Component Products and Toolings to cater for the increasing manufacture demand of the telecom products and the electronic children products as a result of the anticipated business growth; (iii) the additional sales orders to be placed by the CCT Telecom Remaining Group for its new electronic children products; and (iv) the anticipated business growth of the Group in the next three years due to the anticipated recovery of global economy which leads to the anticipated increasing demand for the telecom products as a whole. The New Transactions Caps for the three years ending 31 December 2012 are determined with reference to the above factors.

REASONS FOR AND BENEFITS OF THE CONTINUING CONNECTED TRANSACTIONS

The Directors (including the independent non-executive Directors) consider that the Continuing Connected Transactions contemplated under the New Manufacturing Agreement are entered into, and will continue to be entered into, in the usual and ordinary course of businesses of the Group. They also consider that the terms of the New Manufacturing Agreement have been negotiated and will be conducted on an arm’s length basis and on normal commercial terms. The Directors consider that it is beneficial to the Group to enter into the New Manufacturing Agreement as this enables the Group to purchase good quality Component Products at reasonable prices. The Directors are of the opinion that the entering of the New Manufacturing Agreement will provide a secured and reliable source of supply of the Component Products and the Toolings to the Group. As CCT Telecom is the holding company of the Company, the Directors believe that it is in the interest of CCT Telecom to support the Group and therefore the prices of the Component Products and the Toolings will be set on a reasonable basis. The Directors (including the independent non-executive Directors) are of the view that the Continuing Connected Transactions contemplated under the New Manufacturing Agreement and the terms thereof are fair and reasonable and in the best interests of the Company and the Shareholders as a whole.

LISTING RULES IMPLICATIONS

As CCT Telecom, holding through its indirect wholly-owned subsidiaries, Jade Assets, Expert Success and CCT Assets 29,326,391,124 Shares, 2,350,000,000 Shares and 1,350,000,000 Shares respectively as at the Latest Practicable Date, which represent approximately 44.83%, 3.59% and 2.07% respectively of the total issued share capital of the Company, is a controlling Shareholder and therefore a connected person of the Company.

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

The controlling Shareholder, CCT Telecom and its indirect wholly-owned subsidiaries, Jade Assets, Expert Success and CCT Assets which held 29,326,391,124 Shares, 2,350,000,000 Shares and 1,350,000,000 Shares respectively as at the Latest Practicable Date, through which they controlled the voting rights of their respective Shares, together with their respective associates will abstain from voting in respect of the resolution to approve the New Manufacturing Agreement, the Continuing Connected

– 9 –

LETTER FROM THE BOARD

Transactions and the New Transactions Caps at the SGM. CCT Telecom’s associate, Mr. Mak Shiu Tong, Clement who is an executive director, the chairman and the chief executive officer of the Company and CCT Telecom and controls more than one-third of the shareholding of CCT Telecom, and who held 120,000,000 Shares as at the Latest Practicable Date, through which he controlled the voting rights in respect of these Shares, will also abstain from voting in respect of the resolution to approve the New Manufacturing Agreement, the Continuing Connected Transactions and the New Transactions Caps at the SGM.

GENERAL

As Mr. Chen Li is a common independent non-executive director of both the Company and CCT Telecom, Mr. Chen Li is not eligible to act as a member of the Independent Board Committee to advise on the terms of the New Manufacturing Agreement, the Continuing Connected Transactions and the New Transactions Caps. Mr. Lau Ho Kit, Ivan is an independent non-executive Director whereas his brother, Mr. Lau Ho Man, Edward is an independent non-executive director of CCT Telecom. Mr. Lau Ho Kit, Ivan has no material interest in the New Manufacturing Agreement and the transactions contemplated therein. As such, Mr. Lau Ho Kit, Ivan is eligible to be appointed as a member of the Independent Board Committee to advise on the terms of the New Manufacturing Agreement, the Continuing Connected Transactions and the New Transactions Caps. The Independent Board Committee comprising Mr. Chow Siu Ngor and Mr. Lau Ho Kit, Ivan (all being the independent non-executive Directors and not having material interest in the New Manufacturing Agreement and the Continuing Connected Transactions) has been formed to advise the Independent Shareholders on the terms of the New Manufacturing Agreement, the Continuing Connected Transactions and the New Transactions Caps. First Shanghai has been appointed as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders on the terms of the New Manufacturing Agreement, the Continuing Connected Transactions and the New Transactions Caps.

SGM

A notice convening the SGM to be held at 2208, 22/F., St. George’s Building, 2 Ice House Street, Central, Hong Kong on Friday, 4 December 2009 at 10:00 a.m. is set out on pages 30 to 31 of this circular. At the SGM, an ordinary resolution will be proposed and, if thought fit, passed to approve the New Manufacturing Agreement, the Continuing Connected Transactions and the New Transactions Caps.

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 the accompanying form of proxy in accordance with the instructions printed thereon and return it to the branch share registrar and transfer office of the Company in Hong Kong, Tricor Tengis Limited at 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as practicable but in any event,

– 10 –

LETTER FROM THE BOARD

not later than 48 hours before the time appointed for holding the SGM or any adjourned meeting (as the case may be). Such form of proxy for use at the SGM is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.cct-tech.com.hk). Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or any adjourned meeting (as the case may be) should you so wish.

Pursuant to Rule 13.39(4) of the Listing Rules, voting at the SGM will be conducted by way of poll. The chairman of the SGM will therefore demand a poll on the resolution put forward at the SGM pursuant to bye-law 70 of the bye-laws of the Company. The controlling Shareholder, CCT Telecom and its indirect wholly-owned subsidiaries, Jade Assets, Expert Success and CCT Assets which held 29,326,391,124 Shares, 2,350,000,000 Shares and 1,350,000,000 Shares respectively as at the Latest Practicable Date, through which they controlled the voting rights of their respective Shares, together with their respective associates will abstain from voting in respect of the resolution to approve the New Manufacturing Agreement, the Continuing Connected Transactions and the New Transactions Caps at the SGM. CCT Telecom’s associate, Mr. Mak Shiu Tong, Clement who is an executive director, the chairman and the chief executive officer of the Company and CCT Telecom and controls more than onethird of the shareholding of CCT Telecom, and who held 120,000,000 Shares as at the Latest Practicable Date, through which he controlled the voting rights in respect of these Shares, will also abstain from voting in respect of the resolution to approve the New Manufacturing Agreement, the Continuing Connected Transactions and the New Transactions Caps at the SGM. An announcement on the poll voting results of the SGM will be published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.cct-tech.com.hk) after the SGM.

RECOMMENDATION

Your attention is drawn to (i) the letter from the Independent Board Committee as set out on pages 13 to 14 of this circular which contains its recommendation to the Independent Shareholders on the terms of the New Manufacturing Agreement, the Continuing Connected Transactions and the New Transactions Caps; and (ii) the letter of advice from First Shanghai as set out on pages 15 to 23 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 Continuing Connected Transactions and the New Transactions Caps and the principal factors and reasons considered by it in concluding its advice.

Having considered the factors mentioned above, the Directors are of the view that New Manufacturing Agreement and the Continuing Connected Transactions are in the usual and ordinary course of business of the Group; and that the terms of the New Manufacturing Agreement and the Continuing Connected Transactions are on normal commercial terms, and are fair and reasonable so far as the Independent Shareholders are concerned, and are in the interest of the Shareholders and the Company as a whole. Accordingly, the Directors recommend the Independent Shareholders to vote in favour of the ordinary resolution to be proposed at the SGM to approve the New Manufacturing Agreement, the Continuing Connected Transactions and the New Transactions Caps.

– 11 –

LETTER FROM THE BOARD

ADDITIONAL INFORMATION

Your attention is also drawn to further information contained in the appendix and the notice of the SGM, which form part of this circular.

Yours faithfully,

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

– 12 –

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

(Incorporated in Bermuda with limited liability)

(Stock Code: 00261)

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

Registered office: Canon’s Court 22 Victoria Street Hamilton HM 12 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

17 November 2009

To the Independent Shareholders

Dear Sir or Madam,

NON-EXEMPT CONTINUING CONNECTED TRANSACTIONS

We refer to the circular of the Company to the Shareholders dated 17 November 2009 (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 Shareholders on whether the terms of the New Manufacturing Agreement, the Continuing Connected Transactions and the New Transactions Caps are fair and reasonable so far as the Independent Shareholders are concerned and are in the interest of the Company and the Shareholders as a whole. First Shanghai has been appointed as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the New Manufacturing Agreement, the Continuing Connected Transactions and the New Transactions Caps.

We wish to draw your attention to the letter of advice from the independent financial adviser, First Shanghai, as set out on pages 15 to 23 of the Circular and the letter from the Board as set out on pages 4 to 12 of the Circular.

– 13 –

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

Having considered, amongst other matters, the factors and reasons considered by, and the opinion of First Shanghai as stated in its letter of advice, we consider that the terms of the New Manufacturing Agreement, the Continuing Connected Transactions and the New Transactions Caps are on normal commercial terms and are fair and reasonable so far as the Independent Shareholders are concerned and are in the interest of the Company and the Shareholders as a whole. Accordingly, we recommend the Independent Shareholders to vote in favour of the ordinary resolution to approve the New Manufacturing Agreement, the Continuing Connected Transactions and the New Transactions Caps to be proposed at the SGM.

Yours faithfully,

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

– 14 –

LETTER FROM FIRST SHANGHAI

The following is the text of a letter received from First Shanghai setting out its advice to the Independent Board Committee and the Independent Shareholders in respect of the terms of the New Manufacturing Agreement, the Continuing Connected Transactions and the New Transactions Caps for the purpose of inclusion in this circular.

==> picture [136 x 43] intentionally omitted <==

FIRST SHANGHAI CAPITAL LIMITED

19th Floor, Wing On House 71 Des Voeux Road Central Hong Kong

17 November 2009

To the Independent Board Committee and the Independent Shareholders

Dear Sir or Madam,

NON-EXEMPT CONTINUING CONNECTED TRANSACTIONS

INTRODUCTION

We refer to our engagement to advise the Independent Board Committee and the Independent Shareholders on the terms of the New Manufacturing Agreement, the Continuing Connected Transactions and the New Transactions Caps, details of which are set out in the circular of the Company to the Shareholders dated 17 November 2009 (the ‘‘Circular’’), of which this letter forms a part. Unless the context otherwise requires, terms used in this letter shall have the same meanings as those defined in the Circular.

As the Previous Manufacturing Agreement will expire on 31 December 2009 and the Group will continue to carry out the Continuing Connected Transactions with the CCT Telecom Remaining Group, on 30 October 2009, the Company entered into the New Manufacturing Agreement with CCT Telecom to renew the continuing connected transactions under the Previous Manufacturing Agreement. As at the Latest Practicable Date, CCT Telecom is the controlling Shareholder and therefore is a connected person of the Company (as defined in the Listing Rules) and the transactions contemplated under the New Manufacturing Agreement constitute continuing connected transactions of the Company under the Listing Rules. Based on the New Transactions Caps, the Continuing Connected Transactions constitute non-exempt continuing connected transactions of the Company and are subject to, among others, approval by the Independent Shareholders by poll at the SGM.

The Independent Board Committee, comprising the independent non-executive Directors who do not have any material interest in the New Manufacturing Agreement and the Continuing Connected Transactions, namely Mr. Chow Siu Ngor and Mr. Lau Ho Kit, Ivan, has been established to advise the Independent Shareholders in respect of the terms of the New Manufacturing Agreement, the Continuing Connected Transactions and the New Transactions Caps. We, First Shanghai Capital Limited, have been appointed to advise the Independent Board Committee and the Independent Shareholders in this regard.

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LETTER FROM FIRST SHANGHAI

In putting forth our opinion and recommendation, we have relied on the accuracy of the information and representations included in the Circular and provided to us by the management of the Group, and have assumed that all such information and representations made or referred to in the Circular and provided to us by the management of the Group were true at the time they were made and continued to be true up to the time of the holding of the SGM. We have also assumed that all statements of belief, opinion and intention made in the Circular were reasonably made after due enquiry. We have no reason to doubt the truth, accuracy and completeness of the information and representations provided to us by the management of the Group and have been advised that no material facts have been withheld or omitted from the information provided and referred to in the Circular. We consider that we have reviewed sufficient information to reach an informed view and to justify reliance on the accuracy of the information contained in the Circular and to provide a reasonable basis for our advice. We have not, however, conducted any independent verification of the information included in the Circular and provided to us by the management of the Group nor have we conducted any form of investigation into the business, affairs or future prospects of the Group and the CCT Telecom Group.

PRINCIPAL FACTORS AND REASONS CONSIDERED

In arriving at our opinion on the terms of the New Manufacturing Agreement, the Continuing Connected Transactions and the New Transactions Caps, we have taken into account the following principal factors and reasons:

1. Background to and reasons for the New Manufacturing Agreement

The principal activities of the Group are the manufacturing, sale, design and development of telecom and electronic products primarily on ODM basis.

The principal activities of the CCT Telecom Group are (i) the manufacture and sale of telecom and electronic products through the Group; (ii) the manufacture and sale of plastic and power supply components; (iii) the manufacture and sale of infant and child products; (iv) the securities business; and (v) the property development and holding.

The CCT Telecom Remaining Group has manufactured and supplied component products and toolings to the Group for the production of telecom products and accessories since 2003. As the Previous Manufacturing Agreement will expire on 31 December 2009 and the Group will continue to purchase from the CCT Telecom Remaining Group the Component Products and the Toolings, the Company entered into the New Manufacturing Agreement with CCT Telecom to renew the continuing connected transactions under the Previous Manufacturing Agreement for the three years ending 31 December 2012.

We are advised that the CCT Telecom Remaining Group is one of the major suppliers of the Group for the supply of component products and toolings for the Group’s production of telecom and electronic products. Based on the annual report of the Company for the year ended 31 December 2008, the total purchases of component products and toolings from the CCT Telecom Remaining Group for the two years ended 31 December 2008 represent approximately 14.6% and 15.1% of the total cost of sales of the Group for the respective years. We are advised that the total purchase of component products and toolings from the CCT Telecom Remaining Group for the six months ended 30 June 2009 represents approximately 18.0% of the total cost of sales of the Group for the period. As set out in the letter from the Board to the Circular, the Directors consider that it

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LETTER FROM FIRST SHANGHAI

is beneficial to the Group to enter into the New Manufacturing Agreement as this enables the Group to purchase good quality Component Products at reasonable prices and provides a secured and reliable source of supply of the Component Products and the Toolings to the Group.

Having considered that (i) the Group has purchased the Component Products and the Toolings from the CCT Telecom Remaining Group since 2003, (ii) the CCT Telecom Remaining Group is one of the major suppliers of the Group for supply of components and related toolings for the production of telecom and electronic products; and (iii) the entering into of the New Manufacturing Agreement will provide a secured and reliable source of supply of the Component Products and the Toolings to the Group, we are of the view that the entering into of the New Manufacturing Agreement and the Continuing Connected Transactions are in the ordinary and usual course of business of the Group and are in the interests of the Company and the Shareholders as a whole.

2. Principal terms of the New Manufacturing Agreement

Pursuant to the terms of the New Manufacturing Agreement, CCT Telecom will, and/or will procure other members of the CCT Telecom Remaining Group to manufacture and supply the Component Products and the Toolings to the Company and/or other members of the Group for the production of telecom products, electronic children products and accessories, based on orders to be placed by member(s) of the Group from time to time to the CCT Telecom Remaining Group. The term of the New Manufacturing Agreement is for the period from 1 January 2010 when all the conditions precedent to the New Manufacturing Agreement have been fulfilled and until 31 December 2012 (both dates inclusive).

Pricing basis

(i) Component Products

The prices of the Component Products payable to the CCT Telecom Remaining Group by the Group under the New Manufacturing Agreement shall be determined on an arm’s length basis, fixed on a case-by-case basis and depending on the model to be produced which shall be capped by the amount of direct material cost plus a mark-up of no more than 150% (the ‘‘Component Mark-up Cap’’) and comparable to those charged by the CCT Telecom Remaining Group to independent third parties.

In analysing the pricing basis of the Component Products payable to the CCT Telecom Remaining Group by the Group under the New Manufacturing Agreement, we have reviewed samples of the sales invoices of the CCT Telecom Remaining Group and the cost of materials related to similar component products sold by the CCT Telecom Remaining Group to independent third party customer of the CCT Telecom Remaining Group and found that the Component Mark-up Cap is within the range of the mark-up of the similar component products charged by the CCT Telecom Remaining Group to its independent third party customer. As advised by the Directors, the Component Mark-up Cap is an upper limit of mark-up and serves as a security to the Group to ensure that the prices of the Component Products to be manufactured by the CCT Telecom Remaining Group for the Group will not be higher than the upper limit during the term of the New Manufacturing Agreement. In addition, the prices to be charged by the CCT Telecom Remaining Group to the member(s) of

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LETTER FROM FIRST SHANGHAI

the Group for the Component Products will be determined on an arm’s length basis and comparable to those charged by the CCT Telecom Remaining Group to independent third party customers. Accordingly, the pricing mechanism under the New Manufacturing Agreement will provide protection to the Group against any unreasonable pricing to be charged by the CCT Telecom Remaining Group.

Based on the above, we consider that the pricing basis of the Component Products under the New Manufacturing Agreement, including the Component Mark-up Cap which provides flexibility and protection to the Group in determining the prices of the Component Products, is comparable to the pricing policy of the CCT Telecom Remaining Group in relation to sale of other component products to independent third party customers and is therefore fair and reasonable to the Company and the Shareholders as a whole.

(ii) Toolings

The prices of the Toolings payable to the CCT Telecom Remaining Group by the Group under the New Manufacturing Agreement shall be determined on an arm’s length basis with reference to market price, capped by the total costs of manufacturing plus a mark-up of no more than 50% (the ‘‘Toolings Mark-up Cap’’) of such costs, subject to certain rebates to the Group with reference to the pre-agreed annual quantity of each model of Component Products, and comparable to those charged by the CCT Telecom Remaining Group to independent third party customers.

In analysing the pricing basis of the Toolings payable to the CCT Telecom Remaining Group by the Group under the New Manufacturing Agreement, we have reviewed the cost of materials and mark-up of Toolings sold to the independent third party customers of the CCT Telecom Remaining Group and found that the mark-ups charged by the CCT Telecom Remaining Group to the independent third party customers is comparable to the Toolings Mark-up Cap. Similar to the Component Mark-up Cap, the Toolings Mark-up Cap is an upper limit in fixing the mark-up which will provide flexibility in determining the prices of the Toolings to be supplied to the Group. In addition, the prices of the Toolings will be charged on an arm’s length basis and comparable to those charged by the CCT Telecom Remaining Group to independent third party customers. Accordingly, we consider that the Toolings Mark-up Cap is fair and reasonable to the Company and the Shareholders as a whole.

Having considered that (i) the prices of the Component Products and the Toolings to be charged by the CCT Telecom Remaining Group under the New Manufacturing Agreement will be determined on an arm’s length basis and will be fixed on a case-by-case basis; (ii) the Component Mark-up Cap and the Toolings Mark-up Cap are upper limits in determining mark-ups and will provide security to the Group that the prices of the Component Products and the Toolings to be manufactured by the CCT Telecom Remaining Group for the Group will not be higher than the upper limit during the term of the New Manufacturing Agreement; and (iii) the prices of the Component Products and the Toolings will be comparable to that adopted by the CCT Telecom Remaining Group to other independent third party customers, we are of the view that the pricing bases under the New Manufacturing Agreement are fair and reasonable and are in the interest of the Group and the Shareholders as a whole.

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LETTER FROM FIRST SHANGHAI

Payment term

(i) Component Products

The purchase amount of the Component Products under the New Manufacturing Agreement will be payable by the Group by cheque, bank transfer or by deposit directly by member(s) of the Group into the designated bank account of the member(s) of the CCT Telecom Remaining Group within 120 days from the date of monthly statements which set out the outstanding invoices.

In assessing the payment term of the Component Products payable by the Group to the CCT Telecom Remaining Group under the New Manufacturing Agreement, we have reviewed (i) the annual report of CCT Telecom for the year ended 31 December 2008 and noted that the CCT Telecom Group allows an average credit period of 30 to 90 days to its customers; and (ii) a number of sample transactions for sale of the Component Products by the CCT Telecom Remaining Group to its independent third party customer and noted that the payment terms under the New Manufacturing Agreement are more favourable to the Group. Accordingly, we are of the view that the credit period for payment of purchase amount of the Component Products by the Group to the CCT Telecom Remaining Group under the New Manufacturing Agreement is in the interest of the Group and its Shareholders as a whole.

(ii) Toolings

The purchase amount of the Toolings under the New Manufacturing Agreement will be payable by the Group in three instalments: (a) 40% of which should be paid immediately upon the commencement of the manufacturing of the Toolings; (b) 30% of which should be paid after the Toolings are manufactured and have passed all acceptance testing; and (c) the remaining 30% should be paid prior to the commencement of the use of the Toolings for the production of the relevant Component Products by the relevant member(s) of the CCT Telecom Remaining Group.

In analysing the payment terms of the Toolings under the New Manufacturing Agreement, we have reviewed a number of sample transactions relating to the Toolings to the independent third party customers of the CCT Telecom Remaining Group and noted that the payment terms are comparable to those of the New Manufacturing Agreement.

As the payment terms under the New Manufacturing Agreement are comparable to or not less favourable than terms offered by the CCT Telecom Remaining Group to independent third party customers, we consider that the payment terms under the New Manufacturing Agreement are fair and reasonable and are in the interest of the Group and its Shareholders as a whole.

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LETTER FROM FIRST SHANGHAI

3. New Transactions Caps

The Continuing Connected Transactions are subject to the Listing Rules requirements and conditions as more particularly discussed under the section headed ‘‘Reporting requirements and conditions of the Continuing Connected Transactions’’ below. In particular, the Continuing Connected Transactions are subject to the New Transactions Caps, which are HK$450 million, HK$650 million and HK$850 million respectively for the three years ending 31 December 2012.

In arriving at the New Transactions Caps, the management of the Group has taken into account (i) the historical figures of the sales of the component products and the toolings from the CCT Telecom Remaining Group to the Group; (ii) the expectation of the Group to use more Component Products and Toolings to cater for the increasing manufacture demand of the telecom products and the electronic children products as a result of the anticipated business growth; (iii) the additional sales orders to be placed by the CCT Telecom Remaining Group for its new electronic children products; and (iv) the anticipated business growth of the Group in the next three years due to the anticipated recovery of global economy which leads to the anticipated increasing demand for the telecom products as a whole.

In assessing the fairness and reasonableness of the New Transactions Caps, we have discussed with the management of the Group the bases in arriving at the New Transactions Caps and understood that the New Transactions Caps are determined principally based on (i) the historical purchases the component products and toolings; and (ii) the estimated increase in the amounts of the Component Products and the Toolings expected to be purchased by the Group from the CCT Telecom Remaining Group for the three years ending 31 December 2012. In this regard, we have reviewed the management’s projections for the three years ending 31 December 2012 and understand that the estimated purchases of the Component Products and Toolings by the Group from the CCT Telecom Remaining Group for the three years ending 31 December 2012 are determined principally based on:

(i) the historical purchases of the component products and toolings by the Group from the CCT Telecom Remaining Group for each of the two years ended 31 December 2007 and 2008, and the estimated purchases for the year ending 31 December 2009;
(ii) the anticipated recovery of the Group’s business given the initiatives and measures taken by the Group to revitalise its business;
(iii) the expected business growth of the Group for the three years ending 31 December 2012 as a result of the organic growth and the anticipated recovery of the global economy which would benefit the businesses of the Group as a result of the anticipated increase in demand of telecom products, electronic children products and accessories;
(iv) the expected increase in purchases of the Component Products and Toolings in order to meet the needs for the production of new telecom and electronic products to be developed and launched by the Group and the anticipated growth in business as a result of the Group’s market diversification and penetration strategy during the terms of the New Manufacturing Agreement; and

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LETTER FROM FIRST SHANGHAI

(v) the electronic children products to be supplied by the Group to the CCT Telecom Remaining Group after taking into account the combined effect of the expected launch of various types of electronic children products and the anticipated growth of electronic children products business of the CCT Telecom Remaining Group.

We noted that the total amount of the purchases of component products and toolings by the Group from the CCT Telecom Remaining Group for the six months ended 30 June 2009 was approximately HK$105 million which decreased by approximately 50% from approximately HK$212 million for the six months ended 30 June 2008 in line with the drop in turnover of the Group during the period. We are advised that such significant decrease was mainly caused by the discontinuation of the retail telephony activities in North America of the Group’s then largest single customer since November 2008 (the ‘‘Discontinuation’’) and the shrinking global demand caused by the financial tsunami, as a result of which the turnover of the Group was adversely affected and dropped approximately 54% during the period. As a result of the effect of the unusual event of Discontinuation and the unprecedented market downturn on the Group’s business in 2009, the Directors have made reference to the average of the historical purchases of the component products and toolings from the CCT Telecom Remaining Group for the two years ended 31 December 2008 in arriving at the New Transactions Cap for the year ending 31 December 2010.

We understood that the growth of the New Transactions Caps for the two years ending 31 December 2011 and 2012 is principally determined based on the expected recovery of the businesses of the Group and the anticipated growth due to the new telecom and electronic products to be developed and launched by the Group for the two years ending 31 December 2011 and 2012. We understand from the Directors that with the global effort to combat the financial turmoil, the contraction in the US and European economies has become stabilized during the year, it is expected that the global economy will continue to recover and will resume growth in the coming years and the anticipated recovery of the worldwide economy would raise global demand for telecom and electronic products and this will benefit the business of the Group. As a result of the initiatives in market strategy and marketing development and various measures to restructure and streamline its operations implemented by the Group, the Directors expect that the Group’s business will recover and will grow in the coming years.

Having considered that the New Transactions Caps have been determined with reference to (i) the historical amounts of the component products and toolings purchased by the Group from the CCT Telecom Remaining Group; and (ii) the estimated amounts of purchase of the Component Products and Toolings by the Group from the CCT Telecom Remaining Group for the three years ending 31 December 2012 which have taken into account the anticipated recovery of the Group’s business, the organic business growth of the Group, the business growth due to new telecom products and market development, the expected launch of new children electronic products and the anticipated increase in demand for telecom products due to the anticipated recovery of the global economy, we are of the view that the New Transactions Caps are reasonably determined. The Continuing Connected Transactions are subject to annual review by the independent non-executive Directors and the Company’s auditors, detailed requirements are set out in the section headed ‘‘Reporting requirements and conditions of the Continuing Connected Transactions’’ below. Such annual review shall further safeguard the interests of the Independent Shareholders.

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LETTER FROM FIRST SHANGHAI

Reporting requirements and conditions of the Continuing Connected Transactions

Pursuant to Listing Rules 14A.37 to 14A.40, the Continuing Connected Transactions are subject to the following annual review requirements:

(i) each year the independent non-executive Directors must review the Continuing Connected Transactions and confirm in the annual report and accounts that the Continuing Connected Transactions have been entered into:
(a) in the ordinary and usual course of business of the Group;
(b) either on normal commercial terms or, if there are not sufficient comparable transactions to judge whether they are on normal commercial terms, on terms no less favourable to the Group than terms available to or from (as appropriate) independent third parties; and
(c) in accordance with the relevant agreements governing them on terms that are fair and reasonable and in the interests of the Shareholders as a whole;
(ii) each year the auditors of the Company must provide a letter to the Board (with a copy provided to the Stock Exchange at least 10 business days prior to the bulk printing of the Company’s annual report) confirming that the Continuing Connected Transactions:
(a) have received the approval of the Board;
(b) are in accordance with the pricing policies of the Group;
(c) have been entered into in accordance with the New Manufacturing Agreement; and
(d) have not exceeded the relevant New Transactions Caps;
(iii) the Board must state in the annual report of the Company whether its auditors have confirmed the matters set out in paragraphs (ii);
(iv) the Group shall allow, and shall procure that the relevant counterparties to the Continuing Connected Transactions shall allow the Company’s auditors sufficient access to their records for the purpose of reporting on the Continuing Connected Transactions as set out in paragraphs (ii); and
(v) the Group shall promptly notify the Stock Exchange and publish an announcement if it knows or has reason to believe that the independent non-executive Directors and/or the auditors of the Company will not be able to confirm the matters set out in paragraphs (i) and (ii) respectively.

In light of the reporting requirements attached to the Continuing Connected Transactions, in particular, (i) the upper limit in the value of the Continuing Connected Transactions by way of the New Transactions Caps; and (ii) the ongoing review by the independent non-executive Directors and the auditors of the Company of the terms of the Continuing Connected Transactions and the

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LETTER FROM FIRST SHANGHAI

New Transactions Caps not being exceeded, we are of the view that appropriate measures will be in place to govern the conduct of the Continuing Connected Transactions and safeguard the interests of the Independent Shareholders.

RECOMMENDATION

Having taken into account the above principal factors, we consider that the New Manufacturing Agreement and the Continuing Connected Transactions, being entered and conducted in the ordinary and usual course of business of the Group, are in the interests of the Company and the Shareholders as a whole, and are on normal commercial terms, and the terms of which, including the New Transactions Caps, are fair and reasonable. Accordingly, we advise the Independent Board Committee to recommend, and we ourselves advise, the Independent Shareholders to vote in favour of the ordinary resolution to be proposed at the SGM to approve the terms of the New Manufacturing Agreement, the Continuing Connected Transactions and the New Transactions Caps.

Yours faithfully, For and on behalf of

First Shanghai Capital Limited Helen Zee Fanny Lee Managing Director Executive Director

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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, 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) Directors’ interests and short positions in the shares and the underlying shares of the share options of the Company and its associated corporations

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

(1) Interests and short positions in the Shares and the underlying Shares of the share options of the Company as at the Latest Practicable Date
(i) Long positions in the Shares:

				Approximate
				percentage of
	Number	of the Shares interested and		the total issued
		nature of interest		share capital of
Name of the Directors	Personal	Corporate	Total	the Company
				(%)
Mak Shiu Tong, Clement	120,000,000	33,026,391,124	33,146,391,124	50.67
(Note)
Cheng Yuk Ching, Flora	18,000,000	—	18,000,000	0.03
Tam Ngai Hung, Terry	20,000,000	—	20,000,000	0.03
Chen Li	10,000,000	—	10,000,000	0.02

Note: Of the shareholdings in which Mr. Mak Shiu Tong, Clement was interested, 33,026,391,124 Shares were held by CCT Telecom through its indirect wholly-owned subsidiaries. Mr. Mak Shiu Tong, Clement is deemed to be interested in such Shares under the SFO as he is entitled to exercise or control the exercise of one-third or more of the voting power at general meetings of CCT Telecom through his interest in the shareholdings of 45.11% of the total issued share capital in CCT Telecom as at the Latest Practicable Date.

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GENERAL INFORMATION

APPENDIX

(ii) Long positions in the underlying Shares of the share options granted under the share option scheme of the Company:

						Approximate
						percentage of
	Date of			Number of	Number of	the total
	grant of	Exercise	Exercise	the share	the total	issued share
Name of the	the share	period of the	price per	options	underlying	capital of the
Directors	options	share options	Share	outstanding	Shares	Company
			HK$			(%)
Cheng Yuk Ching,	23/7/2009	23/7/2009 –	0.01	245,000,000	245,000,000	0.37
Flora		6/11/2012
Tam Ngai Hung,	23/7/2009	23/7/2009 –	0.01	223,000,000	223,000,000	0.34
Terry		6/11/2012
William Donald Putt	23/7/2009	23/7/2009 –	0.01	8,000,000	8,000,000	0.01
		6/11/2012
Chow Siu Ngor	23/7/2009	23/7/2009 –	0.01	8,000,000	8,000,000	0.01
		6/11/2012
Lau Ho Kit, Ivan	23/7/2009	23/7/2009 –	0.01	8,000,000	8,000,000	0.01
		6/11/2012
Chen Li	23/7/2009	23/7/2009 –	0.01	8,000,000	8,000,000	0.01
		6/11/2012

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

Long positions in the shares of CCT Telecom:

					Approximate
					percentage of
		Number of the shares interested			the total issued
		and nature of interest			share capital of
Name of the Directors	Personal	Family	Corporate	Total	CCT Telecom
					(%)
Mak Shiu Tong, Clement	715,652	—	294,775,079	295,490,731	45.11
(Note 1)
Cheng Yuk Ching, Flora	14,076,713	160,000	—	14,236,713	2.17
(Note 2)
Tam Ngai Hung, Terry	500,000	—	—	500,000	0.08
William Donald Putt	591,500	—	—	591,500	0.09

Notes:

Of the shareholdings in which Mr. Mak Shiu Tong, Clement was interested, an aggregate of 294,775,079 shares of CCT Telecom were beneficially held by Capital Force International Limited, New Capital Industrial Limited and Capital Winner Investments Limited, all of which are corporations wholly-owned by him, his spouse and his two sons. Mr. Mak Shiu Tong, Clement is deemed to be interested in such shares of CCT Telecom under the SFO as he controls the exercise of one-third or more of the voting power at general meetings of Capital Force International Limited, New Capital Industrial Limited and Capital Winner Investments Limited.
Of the shareholdings in which Ms. Cheng Yuk Ching, Flora was interested, 160,000 shares of CCT Telecom were beneficially owned by the spouse of Ms. Cheng Yuk Ching, Flora, who is deemed to be interested in such shares of CCT Telecom under the provisions of Part XV of the SFO.

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GENERAL INFORMATION

APPENDIX

(3) Interests and short positions in the shares and the underlying shares of the share options of an associated corporation — CCT Resources as at the Latest Practicable Date
(i) Long positions in the shares of CCT Resources:

				Approximate
				percentage of
	Number of the shares interested			the total issued
	and nature of interest			share capital of
Name of the Directors	Personal	Corporate	Total	CCT Resources
				(%)
Mak Shiu Tong, Clement	19,344,000	2,031,764,070	2,051,108,070	46.37
(Note)
Tam Ngai Hung, Terry	7,500,000	—	7,500,000	0.17

Note: Of the shareholdings in which Mr. Mak Shiu Tong, Clement was interested, 2,031,764,070 shares of CCT Resources were beneficially held by Manistar Enterprises Limited, an indirect wholly-owned subsidiary of CCT Telecom. Mr. Mak Shiu Tong, Clement is deemed to be interested in such shares of CCT Resources under the SFO as he is entitled to exercise or control the exercise of one-third or more of the voting power at general meetings of CCT Telecom through his interest in the shareholdings of 45.11% of the total issued share capital in CCT Telecom as at the Latest Practicable Date.
(ii) Long positions in the underlying shares of the share options granted under the share option scheme of CCT Resources:

						Approximate
						percentage
	Date of			Number of	Number of	of the total
	grant of	Exercise	Exercise	the share	the total	issued share
Name of the	the share	period of the	price per	options	underlying	capital of
Directors	options	share options	share	outstanding	shares	CCT Resources
			HK$			(%)
Mak Shiu Tong,	5/7/2006	14/8/2006 –	0.038	22,500,000	22,500,000	0.51
Clement		13/8/2011
Cheng Yuk Ching,	5/7/2006	14/8/2006 –	0.038	5,000,000	5,000,000	0.11
Flora		13/8/2011
	7/7/2009	11/8/2009 –	0.160	46,000,000	46,000,000	1.04
		6/3/2012
Tam Ngai Hung,	5/7/2006	14/8/2006 –	0.038	18,000,000	18,000,000	0.41
Terry		13/8/2011
	7/7/2009	11/8/2009 –	0.160	40,500,000	40,500,000	0.92
		6/3/2012
William Donald	5/7/2006	14/8/2006 –	0.038	5,000,000	5,000,000	0.11
Putt		13/8/2011
	7/7/2009	11/8/2009 –	0.160	3,500,000	3,500,000	0.08
		6/3/2012

(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 the Company or any other member of the Group (excluding contracts expiring or determinable by the Company or any member of the 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 the Company and/or any of their respective associates had any interest and short position in the shares, underlying shares and debentures of the Company and/or any of its associated corporations (within the meaning of Part XV of the SFO) which were required 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 were required, pursuant to section 352 of the SFO, to be entered in the register of the Company 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 the Company and the Stock Exchange;
(ii) none of the Directors had any direct or indirect interest in any assets which had been, since 31 December 2008, being the date of the latest published audited accounts of the Company were made up, acquired or disposed of by or leased to any member of the Group, or were proposed to be acquired or disposed of by or leased to any member of the Group; and
(iii) none of the Directors was materially interested in any contract or arrangement entered into by any member of the Group which contract or arrangement was subsisting and which was significant in relation to the business of the Group taken as a whole.

(d) 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 the Company) had interests or short positions in the Shares or the underlying Shares as recorded in the register required to be kept by the Company under section 336 of the SFO, or directly or indirectly interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstance at general meetings of any other member of the Group:

Long positions in the Shares as at the Latest Practicable Date:

		Approximate
		percentage of the
		total issued share
	Number of the	capital of the
Name of the Shareholders	Shares held	Company
		(%)
CCT Telecom (Note 1)	33,026,391,124	50.49
CCT Technology Investment Limited (Note 2)	33,026,391,124	50.49
Jade Assets	29,326,391,124	44.83

– 27 –

GENERAL INFORMATION

APPENDIX

Notes:

The interest disclosed represents 33,026,391,124 Shares indirectly owned by CCT Technology Investment Limited through the subsidiaries stated in Note 2 below. CCT Technology Investment Limited is a whollyowned subsidiary of CCT Telecom.
The interest disclosed represents 29,326,391,124 Shares held by Jade Assets, 2,350,000,000 Shares held by Expert Success and 1,350,000,000 Shares held by CCT Assets, all of them are wholly-owned subsidiaries of CCT Technology Investment Limited.

Save as disclosed above, the Directors and the chief executive of the Company are not aware that there is any party who, as at the Latest Practicable Date, had an interest or short position in the Shares and the underlying Shares as recorded in the register required to be kept by the Company under section 336 of the SFO, or directly or indirectly interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstance at general meetings of any other member of the Group.

3. 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, arbitration or claim of material importance was known to the Directors to be pending or threatened by or against the Company or any member of the Group.

4. COMPETING INTERESTS

As at the Latest Practicable Date, none of the Directors and their respective associates was considered to have an interest in a business which competes or is likely to compete, either directly or indirectly, with the business of the Group.

5. MATERIAL ADVERSE CHANGES

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 or prospects of the Group since 31 December 2008, being the date to which the latest published audited financial statements of the Company were made up.

6. QUALIFICATION AND CONSENT OF EXPERT

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

Name Qualification First Shanghai A licensed corporation under the SFO to carry out type 6 (advising on corporate finance) regulated activity

(i) First Shanghai did not has any shareholding, directly or indirectly, in the Company or any member of the Group or any right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in the Company or any member of the Group;

– 28 –

GENERAL INFORMATION

APPENDIX

(ii) First Shanghai has given and has not withdrawn its written consent to the issue of this circular with the inclusion herein of its letter dated 17 November 2009 and/or reference to its name in the form and context in which it appears; and
(iii) First Shanghai did not has any direct or indirect interest in any asset which had been acquired, or disposed of by, or leased to the Company or any member of the Group, or was proposed to be acquired, or disposed of by, or leased to any member of the Group since 31 December 2008, the date to which the latest published audited financial statements of the Group were made up.

7. MISCELLANEOUS

(a) The registered office of the Company is located at Canon’s Court, 22 Victoria Street, Hamilton HM 12, Bermuda and the head office and the principal place of business of the Company 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 the Company in Hong Kong is Tricor Tengis Limited at 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong.
(c) The company secretary of the Company is Ms. Tong Kam Yin, Winnie, who is an associate member of both The Institute of Chartered Secretaries and Administrators and The Hong Kong Institute of Chartered Secretaries.
(d) In the event of inconsistency, the English text of this circular shall prevail over the Chinese text.

8. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are available for inspection during normal business hours on any Business Day at the head office and the principal place of business of the Company in Hong Kong at 2208, 22/F., St. George’s Building, 2 Ice House Street, Central, Hong Kong 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 the Company;
(b) the letter from the Board to the Shareholders, the text of which is set out on pages 4 to 12 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 13 to 14 of this circular;
(d) the letter of advice from First Shanghai to the Independent Board Committee and the Independent Shareholders, the text of which is set out on pages 15 to 23 of this circular;
(e) the written consent from First Shanghai referred to in the section headed ‘‘Qualification and Consent of Expert’’ in this appendix;
(f) the New Manufacturing Agreement; and
(g) this circular.

– 29 –

NOTICE OF THE SGM

(Incorporated in Bermuda with limited liability)

(Stock Code: 00261)

NOTICE IS HEREBY GIVEN that a special general meeting (the ‘‘SGM’’) 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 Friday, 4 December 2009 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 manufacturing agreement dated 30 October 2009 (the ‘‘New Manufacturing Agreement’’) entered into between the Company and CCT Telecom Holdings Limited (‘‘CCT Telecom’’), a copy of which is tabled at the meeting and marked ‘‘A’’ and initialled by the chairman of the meeting (the ‘‘Chairman’’) for identification purpose, pursuant to which CCT Telecom will, and/or will procure its subsidiaries, excluding the Company and its subsidiaries, to manufacture and supply the Component Products (as defined in the circular of the Company dated 17 November 2009, a copy of which is tabled at the meeting and marked ‘‘B’’ and initialled by the Chairman for identification purpose (the ‘‘Circular’’)) and the Toolings (as defined in the Circular) to the Company and/or its subsidiaries for the production of telecom products, electronic children products and accessories, and the transactions contemplated thereunder (the ‘‘Continuing Connected Transactions’’) be and are hereby approved, ratified and confirmed;
(b) the proposed caps in relation to the Continuing Connected Transactions, for each of the three financial years ending 31 December 2012, being HK$450 million, HK$650 million and HK$850 million respectively be and are hereby approved; and

– 30 –

NOTICE OF THE SGM

(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 and/or the Continuing Connected Transactions.’’

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

Hong Kong, 17 November 2009

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:

A form of proxy for use at the SGM is enclosed herewith.
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.
Any shareholder entitled to attend and vote at the SGM 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 SGM in person to represent him/her.
In order to be valid, a 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, Tricor 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 SGM or any adjourned meeting thereof (as the case may be). Such prescribed form of proxy for use at the SGM is also published on the websites of The Stock Exchange of Hong Kong Limited at www.hkexnews.hk and the Company at www.cct-tech.com.hk.
Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the SGM or at 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.
Where there are joint registered holders of any share(s), any one of such joint holders may attend and vote at the SGM or at 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 SGM or at 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 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.

– 31 –

AI assistant

GBA Holdings Limited — Proxy Solicitation & Information Statement 2009

49077_rns_2009-11-16_272b1b1c-d007-4e74-9374-998bff6372c8.pdf

NON-EXEMPT CONTINUING CONNECTED TRANSACTIONS

FIRST SHANGHAI CAPITAL LIMITED

CONTENTS

DEFINITIONS

‘‘New Transactions Caps’’

NON-EXEMPT CONTINUING CONNECTED TRANSACTIONS

INTRODUCTION

LETTER FROM THE BOARD

DETAILS OF THE CONTINUING CONNECTED TRANSACTIONS

The New Manufacturing Agreement

Historical Figures for the Continuing Connected Transactions

New Transactions Caps

LETTER FROM THE BOARD

REASONS FOR AND BENEFITS OF THE CONTINUING CONNECTED TRANSACTIONS

LISTING RULES IMPLICATIONS

LETTER FROM THE BOARD

GENERAL

SGM

LETTER FROM THE BOARD

RECOMMENDATION

ADDITIONAL INFORMATION

NON-EXEMPT CONTINUING CONNECTED TRANSACTIONS

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

FIRST SHANGHAI CAPITAL LIMITED

NON-EXEMPT CONTINUING CONNECTED TRANSACTIONS

INTRODUCTION

PRINCIPAL FACTORS AND REASONS CONSIDERED

1. Background to and reasons for the New Manufacturing Agreement

2. Principal terms of the New Manufacturing Agreement

Pricing basis

(i) Component Products

(ii) Toolings

Payment term

(i) Component Products

(ii) Toolings

3. New Transactions Caps

RECOMMENDATION

1. RESPONSIBILITY STATEMENT

2. DISCLOSURE OF INTERESTS

(b) Particulars of the Directors’ other interests

(d) Substantial Shareholders’ interests

3. LITIGATION

4. COMPETING INTERESTS

5. MATERIAL ADVERSE CHANGES

6. QUALIFICATION AND CONSENT OF EXPERT

7.

MISCELLANEOUS

8. DOCUMENTS AVAILABLE FOR INSPECTION

(Incorporated in Bermuda with limited liability)

ORDINARY RESOLUTION

‘‘THAT:

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

Head office and principal place

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GBA Holdings Limited Proxy Solicitation & Information Statement 2009