GBA Holdings Limited - Proxy Solicitation & Information Statement 2012

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 securities 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)

CONNECTED TRANSACTION

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

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FIRST SHANGHAI CAPITAL LIMITED

A letter from the Board is set out on pages 5 to 14 of this circular.

A letter from the Independent Board Committee is set out on pages 15 to 16 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 17 to 26 of this circular.

A notice convening the SGM to be held at 31/F., Fortis Tower, 77–79 Gloucester Road, Hong Kong on Monday, 26 March 2012 at 10:00 a.m. is set out on pages 33 to 34 of this circular. A form of proxy for use by the Independent Shareholders at the SGM is enclosed with this circular. 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. 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/eng/investor/statutory.php). Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM should you so wish.

21 February 2012

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Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from	the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Letter from	the Independent Board Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15
Letter from	First Shanghai . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17
Appendix	— General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	27
Notice of the SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		33

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DEFINITIONS

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

‘‘Agreement’’

the conditional agreement dated 1 February 2012 entered into between CCT Telecom as vendor and the Company as purchaser in respect of the Transactions;

‘‘associate(s)’’ has the same meaning as ascribed to it under the Listing Rules;
‘‘Baby and Child Products’’

products for infants and children including but not limited to baby monitors, child nursery, feeding, health care, hygiene and safety products and accessories;

‘‘Baby and Child Product Business’’

the existing business of the WIIL Group in the manufacture and sale of the Baby and Child Products;

‘‘Board’’
the board of the Directors;
‘‘Business Day(s)’’
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 Tech’’ or ‘‘Company’’ CCT Tech International Limited, a company incorporated in Bermuda with limited liability and whose Shares are listed on the main board of the Stock Exchange;
‘‘CCT Telecom’’
CCT Telecom Holdings Limited, a company incorporated in the Cayman Islands and continued in Bermuda 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’’
the CCT Telecom Group excluding the Group and as such will exclude the WIIL Group after Completion;
‘‘Completion’’
Completion of the Transactions pursuant to the Agreement;
‘‘Completion Date’’

on or before the second Business Day following the date of fulfillment or waiver of the conditions precedent (other than paragraphs (a), (b), (c) and (e) in the sub-section headed ‘‘Conditions precedent of the Agreement’’ under the section headed ‘‘The Agreement and the Transactions’’ in the ‘‘Letter from the Board’’ of this circular, which will be fulfilled or waived immediately prior to Completion) to the Agreement or such later date as the parties to the Agreement may agree in writing;

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DEFINITIONS

‘‘connected person(s)’’ has the same meaning as ascribed to it under the Listing Rules; ‘‘Consideration’’ has the meaning given to it under the sub-section headed ‘‘Consideration of the Transactions’’ under the section headed ‘‘The Agreement and the Transactions’’ in the ‘‘Letter from the Board’’ of this circular;
‘‘Director(s)’’ the director(s) (including the independent non-executive directors) of the Company;
‘‘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 Agreement and the Transactions;
‘‘Group’’ the Company and its subsidiaries from time to time and as such will include the WIIL Group after Completion;
‘‘HK$’’ Hong Kong dollar(s), the lawful currency of Hong Kong;
‘‘Hong Kong’’
the Hong Kong Special Administrative Region of the PRC;
‘‘Independent Board Committee’’
the independent board committee of the Company comprising Mr. Lau Ho Kit, Ivan and Mr. Chow Siu Ngor (both being the independent non-executive Directors not having material interest in the Agreement and the Transactions), formed for the purpose of advising the Independent Shareholders on the Transactions;
‘‘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’’ 15 February 2012, 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;
‘‘Long Stop Date’’
15 April 2012, or such other date as the parties to the Agreement may agree in writing;

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DEFINITIONS

‘‘PRC’’ the People’s Republic of China, excluding Hong Kong for the purpose of this circular;
‘‘Previous Announcement’’ the announcement of the Company dated 30 September 2011; ‘‘Previous Circular’’ the circular of the Company dated 18 October 2011; ‘‘Promissory Note’’ the promissory note to be issued by the Company in favour of CCT Telecom pursuant to the Agreement to satisfy the Consideration, which sets out the terms for the deferred payment of the Consideration;
‘‘R&D’’ research and development; ‘‘RMB’’ Renminbi, the lawful currency of the PRC; ‘‘Sale Share’’ one share of US$1.00 each in WIIL, representing the entire issued share capital of WIIL;
‘‘Sale Shareholder’s Loan’’ the outstanding interest-free loan due from WIIL to CCT Telecom as at Completion, which amounted to HK$55,631,833 as at 31 December 2011 and as at the date of the Agreement;
‘‘SFO’’ Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong);
‘‘SGM’’ the special general meeting of the Shareholders to be convened and held to consider and, if thought fit, approve, inter alia, the Agreement and the Transactions (including the issue of the Promissory Note) or any adjournment thereof (as the case may be);
‘‘Share(s)’’ the ordinary share(s) of HK$0.01 each in the share capital of the Company;
‘‘Shareholder(s)’’ the holder(s) of the Share(s); ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited; ‘‘substantial shareholder(s)’’ has the same meaning as ascribed to it under the Listing Rules; ‘‘Transactions’’ the acquisition of the Sale Share and the Sale Shareholder’s Loan by the Company from CCT Telecom as contemplated under the Agreement and the issue of the Promissory Note by the Company to satisfy the Consideration;
‘‘US’’ United States of America; ‘‘US$’’ US dollar(s), the lawful currency of the US;

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DEFINITIONS

‘‘WIIL’’ Wiltec Industries Investment Limited, a company incorporated in the British Virgin Islands with limited liability and a whollyowned subsidiary of CCT Telecom as at the Latest Practicable Date; ‘‘WIIL Group’’ WIIL and its subsidiaries; and ‘‘%’’ per cent.

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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: Lau Ho Kit, Ivan Chow Siu Ngor Chen Li

Head office and principal place of business in Hong Kong: 31/F., Fortis Tower 77–79 Gloucester Road Hong Kong 21 February 2012

To the Shareholders

Dear Sir or Madam,

CONNECTED TRANSACTION

INTRODUCTION

Reference is made to the Previous Announcement, the Previous Circular and the announcement of the Company dated 1 February 2012.

It was announced that on 1 February 2012, the Company entered into the Agreement with CCT Telecom in relation to the sale of the Sale Share and the Sale Shareholder’s Loan by CCT Telecom to the Company.

CCT Tech is owned as to approximately 50.49% by CCT Telecom and is a non wholly-owned subsidiary of CCT Telecom. As CCT Telecom is a substantial shareholder of the Company, CCT Telecom is a connected person of the Company under the Listing Rules. The Transactions therefore constitute a connected transaction for the Company under the Listing Rules.

The Directors are of the view that the terms of the 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 Agreement and the Transactions. CCT Telecom and its associates will abstain from voting in respect of the resolution for approving the Agreement and the Transactions at the SGM.

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

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LETTER FROM THE BOARD

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 Agreement and the Transactions are fair and reasonable so far as the Independent Shareholders are concerned.

The purpose of this circular is to:

(i) provide the Shareholders with details of the Agreement and the Transactions;
(ii) set out the opinion of First Shanghai to the Independent Board Committee and the Independent Shareholders in respect of the terms of the Agreement and the Transactions;
(iii) set out the recommendation of the Independent Board Committee to the Independent Shareholders in respect of the terms of the Agreement and the Transactions; and
(iv) give the Shareholders the notice of the SGM to consider and, if thought fit, to approve the Agreement and the Transactions.

THE AGREEMENT AND THE TRANSACTIONS

The Agreement

The sale and purchase agreement dated 1 February 2012 was entered into between the following parties in relation to the sale and purchase of the following assets:

Vendor: CCT Telecom Purchaser: CCT Tech Assets to be acquired: CCT Telecom has conditionally agreed to sell the Sale Share and the Sale Shareholder’s Loan to the Company or its designated nominee at the aggregate consideration of HK$67,471,000. The Sale Share represents the entire issued share capital of WIIL, a wholly-owned subsidiary of CCT Telecom as at the Latest Practicable Date.

CCT Telecom is the ultimate controlling shareholder of the Company and holds indirectly 33,026,391,124 Shares, representing approximately 50.49% of the total issued share capital of the Company as at the Latest Practicable Date. CCT Telecom is therefore a substantial shareholder and hence a connected person of the Company under the Listing Rules.

Consideration of the Transactions

The aggregate consideration of HK$67,471,000 will be satisfied by the Company by way of the Promissory Note to be issued by the Company in favour of CCT Telecom as deferred payment of the Consideration. Details of the Promissory Note will be further elaborated in the sub-section headed ‘‘The Promissory Note’’ below.

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LETTER FROM THE BOARD

The Sale Shareholder’s Loan will be assigned to the Company or its designated assignee at its book value. The Consideration of HK$67,471,000 was determined based on net total of (i) the unaudited consolidated net assets in the amount of HK$11,839,167 of the WIIL Group after deduction of the Sale Shareholder’s Loan as at 31 December 2011; and (ii) the book value of the Sale Shareholder’s Loan in the amount of HK$55,631,833 as at 31 December 2011. The Consideration, which equals to the net asset value of the WIIL Group before deduction of the Sale Shareholder’s Loan, was determined after arm’s length negotiation between the parties to the Transactions and with reference to the net asset value (before deduction of the Sale Shareholder’s Loan) of the WIIL Group as at 31 December 2011 in the amount of HK$67,471,000 and taking into account the following factors in arriving at the consideration:

a. current market environment;
b. current financial position and historical financial performance of the WIIL Group; and
c. potential income generation of the WIIL Group in the future.

The Directors consider the Consideration to be fair and reasonable to the Company, on normal commercial terms and in the interests of the Company and its shareholders as a whole.

The Promissory Note

The terms and conditions of the Promissory Note are as follows:

Maturity date: the date falling on the fifth anniversary of the date of the Promissory Note and if such date is not a Business Day, the immediate next Business Day Term: five (5) years from the issue date of the Promissory Note Interest: 3% per annum, payable annually Repayment: the outstanding principal amount plus the accrued interest will be repayable on the maturity date of the Promissory Note Prepayment: the Company has a right to prepay any amount of HK$1,000,000 or its multiples by giving CCT Telecom five (5) Business Days’ prior written notice

Conditions precedent of the Agreement

Completion is conditional upon the fulfillment or waiver of the following conditions precedent:

(a) CCT Telecom having complied fully with the obligations and having performed all of the covenants and agreements required to be performed by it under the Agreement;
(b) the warranties given by CCT Telecom under the Agreement remaining true and accurate and not misleading;

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LETTER FROM THE BOARD

(c) the warranties given by the Company under the Agreement remaining true and accurate and not misleading;
(d) the approval by the Independent Shareholders at the SGM of (i) the acquisition by the Company of the Sale Share and the Sale Shareholder’s Loan and the transactions contemplated under the Agreement; and (ii) the issue of the Promissory Note by the Company pursuant to the Agreement having been obtained; and
(e) all necessary consents from third parties (including governmental or official authorities and any other third parties), if any, in connection with the transactions contemplated under the Agreement having been obtained by CCT Telecom and no statute, regulations or decision which would prohibit, restrict or materially delay the sale and purchase of the Sale Share and the Sale Shareholder’s Loan having been proposed, enacted or taken by any governmental or official authority.

The Company will have the right to waive the conditions precedent set out in paragraphs (a), (b) and (e) above at any time by notice in writing to CCT Telecom and CCT Telecom will have the right to waive the condition precedent in paragraph (c) above at any time by notice in writing to the Company. In exercising the right of waiver, the Board will act in the interest of the Company and the Independent Shareholders as a whole. None of the conditions precedent has been fulfilled or waived as at the Latest Practicable Date.

In the event that any of the conditions precedent will not have been fulfilled or waived on or before the Long Stop Date, the Agreement will cease to be of any effect save in respect of claims arising out of any antecedent breach of the Agreement.

Completion

Completion of the Transactions will take place at no later than 5:00 p.m. on the Completion Date at the office of CCT Telecom (or such other place and/or time as the parties may agree in writing) when all of the conditions precedent have been fulfilled or waived (which will be fulfilled or waived by no later than the Long Stop Date).

Upon Completion, all the members of the WIIL Group will be accounted for as subsidiaries of the Company.

Further information about the WIIL Group

WIIL is an investment holding company and the WIIL Group is principally engaged in the manufacture and sale of the Baby and Child Products. All the Baby and Child Products are sold to independent third parties, which are international brands and major distributors of baby and child products. Before 1 January 2012, the WIIL Group manufactured most of its products which comprise the Baby and Child Products with very little or no electronic component while the Baby Monitors (as defined in the Previous Announcement) were outsourced to the Group for production. However, as a result of acute shortage of labour in the Guangdong Province, soaring payroll costs, rising costs of raw materials, high inflation, appreciation of RMB, and relatively small production scale of the Baby and Child Product Business, the production costs of the WIIL Group rose sharply in 2011 and were expected to rise further had the WIIL Group continued to manufacture most of the products itself. In order to

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LETTER FROM THE BOARD

combat the difficult operating environment, CCT Telecom has entered into the New Manufacturing Agreement (as defined in the Previous Announcement) with the Company pursuant to which the WIIL Group will outsource the production of the Baby and Child Products (including products with or without electronic parts) with effect from January 2012 to the Group, which has much larger and stronger capability in manufacture and product design and development than the WIIL Group. However, it was the intention at that time that members of the WIIL Group would remain as wholly-owned subsidiaries of CCT Telecom and would continue to carry out the distribution and trading activities of the Baby and Child Product Business. The restructuring will benefit both the CCT Telecom Group and the Group and the reasons for and the benefits of the New Manufacturing Transactions (as defined in the Previous Announcement) have been set out in detail in the Previous Announcement and the Previous Circular. The continuing connected transactions contemplated under the New Manufacturing Agreement were approved by the Independent Shareholders at the special general meeting of the Company held on 8 November 2011.

The unaudited consolidated turnover of the WIIL Group for the two years ended 31 December 2010 and 2011 are approximately HK$215 million and HK$203 million respectively. The unaudited consolidated profit before tax of the WIIL Group for the year ended 31 December 2010 is approximately HK$10 million whilst the unaudited consolidated loss before tax of the WIIL Group for the year ended 31 December 2011 is approximately HK$24 million. The unaudited consolidated profit after tax of the WIIL Group for the year ended 31 December 2010 is approximately HK$9 million whilst the unaudited consolidated loss after tax of the WIIL Group for the year ended 31 December 2011 is approximately HK$24 million. As at 31 December 2011, the unaudited consolidated net assets of the WIIL Group before deduction of the Sale Shareholder’s Loan are HK$67,471,000 and the unaudited consolidated net assets of the WIIL Group after deduction of the Sale Shareholder’s Loan are HK$11,839,167. The original purchase cost of the WIIL Group to CCT Telecom is approximately HK$60 million.

The WIIL Group was profitable in years prior to 2011. As a result of the difficult operating environment as mentioned above, the costs of the WIIL Group rose sharply in 2011. To combat the current adverse situation and to streamline the operation of the WIIL Group in order to improve productivity and efficiency, the WIIL Group has taken initiatives to consolidate and centralise its operations and has implemented tight measures to trim costs. As a result, the WIIL Group has incurred certain one-off non-recurrent costs of approximately HK$20 million in 2011, which represent mainly impairment of fixed assets for certain under-utilised production facilities and other costs associated with the restructuring, consolidation and streamlining of the operations of the WIIL Group. Although the oneoff restructuring costs have a negative impact on the WIIL Group’s financial results for 2011, the streamline and restructuring of its operations will overcome part of the cost impact, improve the efficiency, productivity and competitiveness of the WIIL Group in the long run. The actual net loss of the WIIL Group arising from the operations before deduction of the one-off restructuring costs mentioned above is only HK$4 million, which is not considered significant.

The existing management of the WIIL Group is still confident that the Baby and Child Product Business has good potential to grow. Through successful marketing and product strategy and initiatives taken by the WIIL Group, the Baby and Child Product Business has been able to penetrate into new markets, expand its product range and broaden its customer base. It is encouraging to see that the Baby and Child Product Business has gained a number of major international customers with well-known child product brand names. Furthermore, a large number of new models of the Baby Monitors have been

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LETTER FROM THE BOARD

developed and will be launched to the market in 2012 and onwards. It is expected that the new models of the Baby Monitors will receive good response from the market and will deliver high growth in sales after they are launched because of the advance technology used and high quality of the products.

Based on information provided by CCT Telecom and information disclosed in the Previous Announcement and the Previous Circular and the initiatives taken by the WIIL Group to streamline and restructure its operations, the Board considers that the Group can help to turn around the Baby and Child Product Business if it takes over the management of the entire operations of the business. The Board considers that the broadening of customer base and the enhancement of product offerings have built up a solid foundation for the Baby and Child Product Business to grow in the future. The Board realises that the major challenges faced by the WIIL Group are the deterioration in the outlook in the major economies in the US and Europe which has dampened consumer sales and the sharp rise in its operating costs. The Board considers that by leveraging the core strength and competence of the Group in manufacturing, sale and marketing of consumer products, the Board is confident that the full integration of the Baby and Child Product Business of the WIIL Group with the telecom product business of the Group will improve the performance of the Baby and Child Product Business and will help the business to recover in the future.

Group charts before and after the Transactions

The following diagrams illustrate a simplified corporate and shareholding structure of CCT Telecom and CCT Tech before and following the Completion:

As at the Latest Practicable Date

Immediately after Completion

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----- Start of picture text -----

CCT Telecom CCT Telecom
50.49%
50.49% 100%
CCT Tech
CCT Tech WIIL Group
100%
WIIL Group
----- End of picture text -----

Reasons for and benefits of the Transactions

The Directors are of the view that the Transactions will result in the following benefits to the Group:

(a) the enlarged Group, consisting of the existing telecom product business of the Group and the Baby and Child Product Business of the WIIL Group will further increase scale of operations of the enlarged Group, improve its resource integration and allocation, which would help to create meaningful synergies and strengthen the overall competitiveness of the Group;

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LETTER FROM THE BOARD

(b) to enable the Group to further vertically integrated with the Baby and Child Product Business of the WIIL Group as all the business operations of the Baby and Child Product Business including manufacture, distribution and sale of the Baby and Child Products will be centralised in the Group instead of splitting the operations between the WIIL Group and the Group at present. The Transactions will enable the Group to capture further economies of scale and savings of management costs by means of centralisation of the existing management and resources and rationalising and streamlining the businesses of the respective groups;
(c) to enable the Group to expand and diversify its business to include the Baby and Child Product Business, increase its source of revenue and broaden its customer base, which will lead to increase in turnover and profitability of the Group;
(d) to enable the Group to further leverage its core strength and competence after Completion, which will enhance management and operational effectiveness including dedication of resources on its businesses and development of new businesses;
(e) to enable the Group to benefit from the prospects of the Baby and Child Product Business, which is expected to have a good potential to grow as elaborated in the sub-section headed ‘‘Further information about the WIIL Group’’ above;
(f) to reduce the continuing connected transactions of the Company as members of the WIIL Group will cease to be connected persons of the Company and the existing continuing connected transactions between the Group and the WIIL Group will cease to be continuing connected transactions for the Company after Completion, which will thus reduce operating and administrative costs;
(g) to attach a clearer corporate identity for the Company (whose core businesses are principally manufacture and sale of the telecom and electronic products and will expand to the Baby and Child Product Business) after Completion, with a view to enabling a better appreciation of the value of its businesses; and
(h) to provide a degree of flexibility for the Company to acquire the Sale Share and the Sale Shareholder’s Loan without creating any immediate cash flow burden on the Company as the payment of the Consideration will be satisfied by the Promissory Note which has a term of five years and carries interest at a reasonable rate of 3% per annum, which represents an insignificant interest payment each year.

In light of the benefits above, the Directors believe that the terms of the Agreement are on normal commercial terms and are fair and reasonable, and in the interests of the Shareholders as a whole.

Financial effects of the Transactions

Upon Completion, each member of the WIIL Group will become a wholly-owned subsidiary of the Company. As such, the assets and results of the WIIL Group will be consolidated into the Group after Completion. Accordingly, the assets, revenue and results of the Group will be enhanced by those of the WIIL Group.

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LETTER FROM THE BOARD

Possible termination of existing continuing connected transactions

CCT Telecom holds 33,026,391,124 Shares through its indirect wholly-owned subsidiaries, representing approximately 50.49% of the total issued share capital of the Company as at the Latest Practicable Date. CCT Telecom is therefore a substantial shareholder of the Company and hence a connected person of the Company under the Listing Rules. The continuing transactions between the CCT Telecom Remaining Group and the Group therefore constitute continuing connected transactions for the Company under the Listing Rules. As disclosed in the Previous Announcement and the Previous Circular, the WIIL Group has outsourced the manufacturing of the Baby and Child Products (including the Baby Monitors) to the Group under the terms of the New Manufacturing Agreement and the New Manufacturing Transactions constitute continuing connected transactions for the Company as at the Latest Practicable Date and before Completion. Upon Completion, as members of the WIIL Group will become wholly-owned subsidiaries of the Company and will cease to be members of the CCT Telecom Remaining Group, the New Manufacturing Transactions will cease to be continuing connected transactions for the Company after the Completion Date.

LISTING RULES IMPLICATIONS

CCT Telecom is the ultimate controlling shareholder of the Company and holds indirectly 33,026,391,124 Shares representing approximately 50.49% of the total issued share capital of the Company as at the Latest Practicable Date. As CCT Telecom is a substantial shareholder and therefore a connected person of the Company, the Transactions constitute a non-exempt connected transaction for the Company under the Listing Rules.

The Agreement and the transactions contemplated thereunder, including the issue of the Promissory Note are therefore subject to the approval of the Independent Shareholders by way of poll at the SGM. CCT Telecom and its associates will abstain from voting in respect of the resolution to approve the Agreement and the Transactions at the SGM. 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 control the voting rights of their respective Shares, together with their respective associates will abstain from voting in respect of the resolution to approve the Agreement and the Transactions at the SGM.

GENERAL

The Company is the holding company of the Group which is principally engaged in the design, manufacture and sale of telecom and electronic products before Completion.

CCT Telecom is the holding company of the CCT Telecom Group whose principal activities before Completion are (i) the design, development, manufacture and sale of telecom and electronic products through the Group; (ii) the manufacture and sale of components; (iii) the manufacture and sale of infant and child products through the WIIL Group; (iv) the securities business; (v) the property development; and (vi) the property investment and holding.

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LETTER FROM THE BOARD

After Completion, the Baby and Child Product Business of the WIIL Group will be transferred to the Group and the CCT Telecom Remaining Group will continue to be engaged in the businesses set out in (ii), (iv) to (vi) above.

Mr. Mak Shiu Tong, Clement, who is an executive director, the chairman and the chief executive officer of both CCT Telecom and the Company and controls more than one-third of the shareholding of CCT Telecom, is an associate of CCT Telecom. Mr. Mak Shiu Tong, Clement is therefore deemed to have material interest in the Agreement and the Transactions in the perspective of the Company. As such, he has abstained from voting on the resolution(s) of the Board approving the Agreement and the Transactions. Save as aforesaid, none of the Directors (other than Mr. Mak Shiu Tong, Clement) have any material interest in the Agreement and the Transactions, and therefore none of them (other than Mr. Mak Shiu Tong, Clement) has abstained from voting on the resolution(s) of the Board approving the Agreement and the Transactions.

As Mr. Chen Li is a common independent non-executive director of both CCT Telecom and the Company, Mr. Chen Li is not eligible to act as a member of the Independent Board Committee to advise on the terms of the Agreement and the Transactions. Mr. Lau Ho Kit, Ivan is an independent nonexecutive 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 Agreement and the Transactions. As such, Mr. Lau Ho Kit, Ivan is eligible to be appointed as member of the Independent Board Committee to advise on the terms of the Agreement and the Transactions. The Independent Board Committee comprising Mr. Chow Siu Ngor and Mr. Lau Ho Kit, Ivan (both being independent nonexecutive Directors and not having material interest in the Agreement and the Transactions) has been formed to advise the Independent Shareholders as to whether or not the terms of the Agreement and the Transactions are fair and reasonable and in the interests of the Company and the Independent Shareholders as a whole. First Shanghai has been appointed as the independent financial adviser of the Company to advise the Independent Board Committee and the Independent Shareholders on the terms of the Agreement and the Transactions.

As the Completion is subject to the fulfillment or waiver of a number of conditions precedent, the Transactions may or may not proceed. The Shareholders and potential investors of the Company should exercise caution in dealing in the securities of the Company.

SGM

A notice convening the SGM to be held at 31/F., Fortis Tower, 77–79 Gloucester Road, Hong Kong on Monday, 26 March 2012 at 10:00 a.m. is set out on pages 33 to 34 of this circular. At the SGM, an ordinary resolution will be proposed and, if thought fit, passed to approve the Agreement and the Transactions.

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, not later than 48 hours before the time appointed for holding the SGM. Such form of proxy for use at

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LETTER FROM THE BOARD

the SGM is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.cct-tech.com.hk/eng/investor/statutory.php). Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM 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 control the voting rights of their respective Shares, together with their respective associates will abstain from voting in respect of the resolution to approve the Agreement and the Transactions at the SGM. An announcement on the poll 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/eng/investor/statutory.php) after the SGM.

RECOMMENDATION

Your attention is drawn to (i) the letter from the Independent Board Committee as set out on pages 15 to 16 of this circular which contains its recommendation to the Independent Shareholders on the terms of the Agreement and the Transactions; and (ii) the letter of advice from First Shanghai as set out on pages 17 to 26 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 Agreement and the Transactions 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 the Agreement and the Transactions are in the usual and ordinary course of business of the Group; and that the terms of the Agreement and the 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 Agreement and the Transactions.

OTHER INFORMATION

Your attention is also drawn to the additional information set out 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

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LETTER FROM THE INDEPENDENT BOARD COMMITTEE

(Incorporated in Bermuda with limited liability)

(Stock Code: 00261)

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

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

Head office and principal place of business in Hong Kong: 31/F., Fortis Tower 77–79 Gloucester Road Hong Kong 21 February 2012

To the Independent Shareholders

Dear Sir or Madam,

CONNECTED TRANSACTION

We refer to the circular of the Company to the Shareholders dated 21 February 2012 (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 Agreement and the Transactions 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 Agreement and the Transactions.

We wish to draw your attention to the letter of advice from the independent financial adviser, First Shanghai, as set out on pages 17 to 26 of the Circular and the letter from the Board as set out on pages 5 to 14 of the Circular.

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LETTER FROM THE INDEPENDENT BOARD COMMITTEE

Having considered, amongst other matters, the factors and reasons considered by, and the opinion of First Shanghai as stated in its letter of advice, we consider that the terms of the Agreement and the 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 Company and the Shareholders as a whole. Accordingly, we recommend the Independent Shareholders to vote in favour of the ordinary resolution to approve the Agreement and the Transactions to be proposed at the SGM.

Yours faithfully,

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

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LETTER FROM FIRST SHANGHAI

The following is the text of the letter of advice to the Independent Board Committee and the Independent Shareholders from First Shanghai for the purpose of incorporation into this circular.

==> picture [97 x 42] intentionally omitted <==

FIRST SHANGHAI CAPITAL LIMITED

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

21 February 2012

To the Independent Board Committee and the Independent Shareholders

Dear Sir or Madam,

CONNECTED TRANSACTION

INTRODUCTION

We refer to our engagement to advise the Independent Board Committee and the Independent Shareholders in respect of the terms of the Agreement and the Transactions, details of which are set out in the circular of CCT Tech to the Shareholders dated 21 February 2012 (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.

On 1 February 2012, CCT Tech and CCT Telecom entered into the Agreement, pursuant to which CCT Telecom agreed to sell the Sale Share and the Sale Shareholder’s Loan to CCT Tech or its designated nominee at a total consideration of approximately HK$67 million, which will be satisfied by the Promissory Note. The Sale Share represents the entire issued share capital of WIIL, which is a wholly-owned subsidiary of CCT Telecom. CCT Telecom is the controlling shareholder of CCT Tech and is therefore a connected person of CCT Tech under the Listing Rules. Accordingly, the Transactions constitute connected transactions for CCT Tech under the Listing Rules and are subject to, amongst others, the approval by the Independent Shareholders at the SGM.

The Independent Board Committee, comprising two of the independent non-executive Directors, namely Mr. Chow Siu Ngor and Mr. Lau Ho Kit, Ivan, has been formed to advise the Independent Shareholders in respect of the terms of the Agreement and the Transactions. We, First Shanghai Capital Limited, have been appointed to advise the Independent Board Committee and the Independent Shareholders in this regard.

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 will continue to be true up to the time of the holding of the SGM. We have also assumed that all

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LETTER FROM FIRST SHANGHAI

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 WIIL Group.

PRINCIPAL FACTORS AND REASONS CONSIDERED

In formulating our opinion in respect of the terms of the Agreement and the Transactions, we have taken into account the following principal factors and reasons:

1. Background of and benefits for the entering into of the Agreement

CCT Telecom is the controlling shareholder of CCT Tech and is principally engaged in (i) the design, development, manufacture and sale of telecom and electronic products through the Group; (ii) the manufacture and sale of components; (iii) the manufacture and sale of infant and child products through the WIIL Group; (iv) securities business; (v) property development; and (vi) property investment and holding.

Information on the Group

The Group is principally engaged in the design, manufacture and sale of telecom and electronic products. As disclosed in the annual report of CCT Tech for the year ended 31 December 2010 (the ‘‘2010 Annual Report’’), the turnover and operating results of the Group were derived from one single business segment which was the manufacture and sale of telecom and electronic products. The Group recorded revenue of approximately HK$1,573 million for the year ended 31 December 2010, representing an annual growth of approximately 9%. Net loss attributable to Shareholders narrowed from approximately HK$19 million for the year ended 31 December 2009 to approximately HK$5 million for the year ended 31 December 2010. As stated in the 2010 Annual Report, the improvement in results of the Group in 2010 was caused mainly by the growth of the business in Europe, the success of market diversification and initiatives and measures to restructure and streamline operations and costs. According to the interim report of CCT Tech for the six months ended 30 June 2011 (the ‘‘2011 Interim Report’’), the financial performance of the Group deteriorated as a result of the difficult operating environment, resulting in the Group recording net loss attributable to Shareholders of approximately HK$40 million for the six months ended 30 June 2011, and the Group will continue to enhance its product offerings and product mix to meet market expectations. As detailed in the announcement of CCT Tech dated 29 December 2011, the Group was expected to record further loss for the year ended 31 December 2011 as compared with the losses for the year ended 31 December 2010 and for the six months ended 30 June 2011 in consequence of various material adverse events (the ‘‘Material Adverse Events’’), which included but not limited to the discontinuation of a

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LETTER FROM FIRST SHANGHAI

license agreement and the worsened global economy. With a view to withstand the unfavourable impacts of the Material Adverse Events, the Group has taken measures and initiatives to restructure its operations to improve productivity and combat rising costs.

Information on the WIIL Group

The WIIL Group is principally engaged in the manufacture and sale of the Baby and Child Products, all of which were sold to independent international brands and major distributors of baby and child products. The key financial performance of the WIIL Group for each of the years ended 31 December 2010 and 2011 as extracted from the unaudited management accounts of the WIIL Group prepared under the accounting principles generally accepted in Hong Kong (the ‘‘Management Accounts’’) are set out in the table below.

	For the year ended	31 December
	2010	2011
	(HK$ million)	(HK$ million)
Revenue	215	203
Profit/(Loss) before tax	10	(24)
Net profit/(loss)	9	(24)

As mentioned in the letter from the Board, due to acute shortage of labour in the Guangdong Province, soaring payroll costs, rising costs of raw materials, high inflation, appreciation of RMB and relatively small production scale of the Baby and Child Products, the production costs of the WIIL Group rose sharply in 2011 and were expected to rise further had the WIIL Group continued to manufacture most of the products by itself. We are advised that the WIIL Group was profitable in years prior to 2011 and the adverse financial performance of the WIIL Group for the year ended 31 December 2011 was principally attributable to the sharp rise in operating costs and the incurrence of certain one-off nonrecurrent restructuring costs of approximately HK$20 million, which mainly represented impairment of fixed assets for certain under-utilised production facilities and other costs associated with the restructuring, consolidation and streamlining of the operations of the WIIL Group. The net loss of the WIIL Group before deduction of the one-off restructuring costs was approximately HK$4 million. We are also advised that the one-off restructuring costs are expected to improve the future financial performance of the WIIL Group in the long run.

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LETTER FROM FIRST SHANGHAI

Set out in the table below is the breakdown of the unaudited financial position of the WIIL Group as at 31 December 2011 as extracted from the Management Accounts.

	As at 31 December 2011
	(in HK$ million)
Non-current assets	41
Current assets	162
Total assets	203
Non-current liabilities	2
Current liabilities	189
Total liabilities	191
Net assets attributable to shareholders	12
Non-controlling interests	—
Net assets	12

As shown in the above table, net assets attributable to shareholders of the WIIL Group amounted to approximately HK$12 million as at 31 December 2011. We are advised by the management of the Group that non-current assets represented fixed assets of approximately HK$41 million, which mainly were property, plant and equipment for the operations of the Baby and Child Product Business. We understand that the current assets of the WIIL Group primarily comprised pledged time deposits denominated in RMB of approximately HK$83 million and trade and bill receivables of approximately HK$36 million. We also note that non-current liabilities were bank and other borrowings of approximately HK$2 million. We are further advised by the management of the Group that current liabilities primarily comprised bank borrowings of approximately HK$80 million, which was secured by the RMB deposit mainly for the purpose of hedging RMB appreciation, and the Sale Shareholder’s Loan of approximately HK$56 million.

Reasons for and the benefits of the entering into of the Agreement

We are advised that the Group has been engaging in the design, development and manufacture of telecom and electronic products for many years and has invested large amounts in R&D activities and in its manufacturing facilities, plant and machinery. As such, the Group has much stronger R&D and manufacturing capacity and capability than the CCT Telecom Remaining Group. Besides, the Group has extensive experience working with multinational companies and possesses an excellent product quality track record as none of its products has been recalled before. We also note that arrangements have been made for the WIIL Group to outsource the production of the Baby and Child Products to the Group. As such, we understand that the Group is well capable of the production of the Baby and Child Products of the WIIL Group.

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LETTER FROM FIRST SHANGHAI

Apart from the utilisation of the available resources and expertise of the Group, the acquisition of the WIIL Group by the Group can further broaden the revenue stream, product mix and customer base of the Group, which may help the Group to alleviate part of the unfavourable impacts of the Material Adverse Events. Moreover, all the business resources and functions for the manufacture, distribution and sale of the Baby and Child Products will be centralised in the Group, which may allow the Group to streamline business operations, capture further economy of scale and improve the financial performance of the Group. Furthermore, the corporate identities and business activities of both the Group and the CCT Telecom Remaining Group can be better delineated and the existing production outsourcing transactions between the CCT Telecom Remaining Group and the Group will cease to be continuing connected transactions for CCT Tech as members of the WIIL Group will no longer be connected persons of CCT Tech after Completion.

As mentioned in the letter from the Board, the existing management of the WIIL Group is still confident that the Baby and Child Product Business has good potential to grow. Through successful marketing and product strategy and initiatives taken by the WIIL Group, the Baby and Child Product Business has been able to penetrate into new markets, broaden its customer base and expand its product range. We understand that the Baby and Child Product Business has gained a number of major international customers with well-known child product brand names and a large number of over 18 new models of the baby monitors built on advanced technologies are expected to be launched to the market from 2012 onwards. We are advised that, despite the major challenges faced by the WIIL Group which are the deterioration in the outlook in the major economies in the US and Europe that has dampened consumer sales and the sharp rise in its operating costs, the broadening of customer base and the enhancement of product offerings have built up a solid foundation for the Baby and Child Product Business and the WIIL Group is expected to recover and grow in future by leveraging the core strength and competence of the Group.

Having principally considered that (i) the Group is well capable of the production of the Baby and Child Products of the WIIL Group; (ii) the acquisition of the WIIL Group by the Group can further broaden the revenue stream, product mix and customer base of the Group, which may help the Group to alleviate part of the unfavourable impacts of the Material Adverse Events; (iii) all the business resources and functions for the manufacture, distribution and sale of the Baby and Child Products will be centralised in the Group, which may allow the Group to streamline business operations, capture further economy of scale and improve the financial performance of the Group; (iv) the better delineation of the business activities and corporate identities of both the Group and the CCT Telecom Remaining Group; (v) the broadening of customer base and the enhancement of product offerings have built up a solid foundation for the Baby and Child Product Business and the WIIL Group is expected to recover and grow in future by leveraging the core strength and competence of the Group; and (vi) the terms of the Agreement are fair and reasonable as discussed below, we are of the view that the entering into of the Agreement is in the interests of CCT Tech and the Shareholders as a whole.

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LETTER FROM FIRST SHANGHAI

2. Principal terms of the Agreement

Pursuant to the Agreement, the aggregate consideration of approximately HK$67 million will be satisfied by CCT Tech by way of the Promissory Note to be issued by CCT Tech in favour of CCT Telecom as deferred payment of the Consideration.

(a) Consideration of the Transactions

We understand that the aggregate Consideration for the acquisition of the Sale Share and the Sale Shareholder’s Loan of HK$67,471,000 was determined after arm’s length negotiation between the parties to the Transactions and primarily with reference to the sum of the unaudited net asset value of the WIIL Group of HK$11,839,167 and the book value of the Sale Shareholder’s Loan of HK$55,631,833 as at 31 December 2011.

In assessing the fairness and reasonableness of the Consideration, we have exhaustively identified companies listed on the main board of the Stock Exchange that are comparable to the WIIL Group, being principally engaged in the production of baby and child products (the ‘‘Comparable Companies’’). Despite the market capitalisation of the Comparable Companies may be substantially different from the Consideration for the acquisition of the WIIL Group, the Comparable Companies are engaged in businesses similar to that of the WIIL Group and therefore we consider the Comparable Companies are able to provide a benchmark for our analysis of the Consideration. Independent Shareholders should note that the comparison with Comparables Companies is only for general reference purposes given that the particulars of the business and financial aspects and prospects of the Comparable Companies may not be exactly identical to those of the WIIL Group. Given that the WIIL Group recorded net loss for the latest financial year and a comparable analysis of the price to earnings ratio is therefore not applicable, we have reviewed the price to book value ratio (the ‘‘P/B Ratio’’) of the Comparable Companies based on information extracted from the website of the Stock Exchange.

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LETTER FROM FIRST SHANGHAI

		Market
Company name (Stock code)	Principal business	capitalisation(1)	P/B Ratio(2)
		(HK$ million)	(times)
Boshiwa International	Design, develop and market children’s	4,254	1.15
Holding Limited (1698	apparel, footwear, accessories and
HK)	other children’s products
Prince Frog International	Manufacture and distribute children’s	2,309	6.15
Holdings Limited	personal care products
(1259 HK)
Goodbaby International	Manufacture and distribution of child	2,280	1.43
Holdings Limited	related products
(1086 HK)
Lerado Group (Holding)	Manufacture, distribution and retail	615	0.60
Company Limited	sales of juvenile and infant
(1225 HK)	products
		Max.:	6.15
		Mean:	2.33
		Median:	1.29
		Min.:	0.60
	The	Consideration(3):	1.00

Notes:

(1) The market capitalisation is derived from multiplying the number of shares as disclosed in the latest monthly return and closing share price as at the date of the Agreement.
(2) The P/B Ratio is derived from dividing the market capitalisation (based on the number of shares as disclosed in the latest monthly return and closing share price) by net assets attributable to shareholders as disclosed in the latest published financial statement as at the date of the Agreement.
(3) The Consideration is determined based on the book value of the net assets of the WIIL Group and the Sale Shareholder’s Loan as at 31 December 2011, where no premium over or discount to book value is offered.
(4) Unless otherwise specified, currencies used in deriving information in the above table are converted by the rate of RMB0.81 to HK$1.00 for illustrative purposes.

Based on the above table, we note that the P/B Ratio of the Consideration is within the range and lower than the mean and median of those of the Comparable Companies. As such, we are of the view that the basis of determining the Consideration is on normal commercial terms and is fair and reasonable so far as the Independent Shareholders are concerned.

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LETTER FROM FIRST SHANGHAI

(b) Principal terms of the Promissory Note

The maturity date of the Promissory Note will primarily be the date falling on the fifth anniversary of date of the Promissory Note and interest of 3.0% per annum will be payable annually. The outstanding principal amount plus the accrued interest will be repayable on the maturity date of the Promissory Note and CCT Tech has a right to prepay all or part of the Promissory Note by giving CCT Telecom five Business Days’ prior written notice.

In assessing the fairness and reasonableness of the terms of the Promissory Note, we have reviewed the 2010 Annual Report and we note that the interest rate of the Promissory Note of 3.0% is within the range of the effective contractual interest rate of the non-current bank loans of the Group, which ranged from approximately 2.1% to 6.4%. Moreover, we note that the interest rate of the Promissory Note of 3.0% is lower than the prevailing Hong Kong Dollar Best Lending Rate published by The Hongkong and Shanghai Banking Corporation Limited of 5.0%. We understand from the management of the Group that the settlement of the Consideration by way of the Promissory Note with a term of five years can avoid the incurrence of immediate cash flow burden to the Group, which allows the Group to preserve cash resources for business development or other working capital purposes. We also understand that the prepayment right of CCT Tech provides flexibility to CCT Tech to refinance should CCT Tech be able to obtain alternative financing at an interest rate lower than that of the Promissory Note.

In addition, we understand from the management of the Group that alternative financing methods had also been considered for the Group to fund the Consideration, which included the utilisation of internal cash resources, the issue of consideration Shares and the conduct of a rights issue or an open offer. Nonetheless, we further understand from the management of the Group that the issue of the Promissory Note, which has a long maturity date of five years and carries interest at merely 3.0% per annum, is the best method to fund the Consideration, where (i) the utilisation of internal cash resources of the Group would have a negative impact on the liquidity of the Group as such cash resources might instead be better utilised for business operations and other business development needs of the Group; (ii) the issue of consideration Shares would dilute the equity interests of the Independent Shareholders; and (iii) a rights issue or an open offer may take considerable time to be arranged and completed and the Shareholders and potential investors may not be interested in taking up new shares of the Company. Hence, we concur with the management of the Group that the issue of the Promissory Note, which can preserve cash resources, avoid dilution of equity interests of the Independent Shareholders and be arranged and completed without taking considerable amount of time, is viable and acceptable.

Based on the above, we are of the view that the terms of the Promissory Note are on normal commercial terms and are fair and reasonable so far as the Independent Shareholders are concerned.

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LETTER FROM FIRST SHANGHAI

3. Possible financial effects of the Transactions

(a) Net profit

Upon Completion, WIIL will become a wholly-owned subsidiary of CCT Tech and the financial performance of the WIIL Group will be consolidated in the accounts of the Group. As disclosed in the 2010 Annual Report, the Group incurred net loss attributable to Shareholders of approximately HK$5 million for the year ended 31 December 2010. According to the Management Accounts, the WIIL Group recorded net loss of approximately HK$24 million for the year ended 31 December 2011. As previously discussed, the WIIL Group was profitable in years prior to 2011 and the adverse financial performance of the WIIL Group for the year ended 31 December 2011 was principally attributable to the sharp rise in operating costs and the incurrence of certain one-off non-recurrent restructuring costs of approximately HK$20 million. The net loss of the WIIL Group before deduction of the one-off restructuring costs was approximately HK$4 million and the incurred one-off restructuring costs are expected to improve the future financial performance of the WIIL Group in the long run. Moreover, the broadening of customer base and the enhancement of product offerings has built up a solid foundation for the Baby and Child Product Business and the WIIL Group is expected to recover and grow in future by leveraging the core strength and competence of the Group. Therefore, we are advised that the consolidation of the financial performance of the WIIL Group is not expected to have immediate material adverse impact to the net profit of the Group upon Completion. We understand that the annual interest payable of the Promissory Note will be approximately HK$2 million, which will be charged to the profit or loss, and such interest expenses is insignificant to the revenue of the Group of approximately HK$1,573 million for the year ended 31 December 2010.

(b) Net assets

As disclosed in the 2011 Interim Report, the Group had net assets attributable to Shareholders of approximately HK$673 million. The aggregate Consideration for the acquisition of the Sale Share and the Sale Shareholder’s Loan of approximately HK$67 million was determined primarily with reference to the sum total of the unaudited net asset value of the WIIL Group and the book value of the Sale Shareholder’s Loan as at 31 December 2011, where no premium over or discount to book value is offered. As such, we are advised that the consolidation of the net assets of the WIIL Group into the Group upon Completion will be offset by an increase in liability to the Group by way of the issue of the Promissory Note and therefore it is not expected that the Transactions will have any material impact to the net assets of the Group upon Completion.

Further, we have reviewed the significant accounting policies of the Group in the 2010 Annual Report. We are advised that goodwill may arise from the Transactions in the event that the Consideration exceeds the relevant fair value of the net identifiable assets of the WIIL Group as at Completion, and impairment losses may be recognised upon subsequent impairment tests of the goodwill. On the other hand, should the Consideration be less than the fair value of the relevant net assets of the WIIL Group as at Completion, the difference is recognised in profit or loss as a gain on bargain purchase after reassessment, which might accordingly affect the net assets position of the Group. We are also advised by the

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LETTER FROM FIRST SHANGHAI

management of the Group that, based on their assessment of the financial position of the WIIL Group as at 31 December 2011, it is not expected there will be any substantial amount of goodwill or gain on bargain purchase to be recognised upon Completion.

(c) Working capital and gearing

As disclosed in the 2011 Interim Report, the Group had net assets attributable to Shareholders of approximately HK$673 million and cash and cash equivalents of approximately HK$255 million as at 30 June 2011. The gearing ratio of the Group, calculated by dividing the total borrowings by the total capital employed which in turn is the sum total of the total borrowings and net assets attributable to Shareholders, was approximately 40% as at 30 June 2011.

Given that the aggregate amount of the Consideration will be settled by way of the Promissory Note, the Group will not experience any immediate material cash outflow upon Completion. As for the gearing ratio upon Completion, which was calculated for illustration purposes based on the unaudited consolidated statement of financial position of the Group and the WIIL Group as at 30 June 2011 and 31 December 2011 respectively, the total borrowings of the Group will be increased by the principal amount of the Promissory Note of approximately HK$67 million plus the total bank borrowings of the WIIL Group of approximately HK$82 million whereas the total capital employed will also be increased correspondingly by the same amount, the gearing ratio of the Group upon Completion will increase from approximately 40% to 47%. Therefore, we are also advised that the Transactions are not expected to have any material adverse impact to the working capital and gearing of the Group.

RECOMMENDATION

Having considered the above principal factors and reasons, we are of the view that the entering into of the Agreement is in the interests of CCT Tech and the Shareholders as a whole and the terms of the Agreement are on normal commercial terms and are fair and reasonable so far as the Independent Shareholders are concerned. Accordingly, we advise the Independent Board Committee to recommend, and we ourselves advise, the Independent Shareholders to vote in favour of the relevant resolution to be proposed at the SGM to approve the Agreement and the Transactions.

Yours faithfully, For and on behalf of

First Shanghai Capital Limited Eric Lee Fanny Lee Managing Director Managing Director

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GENERAL INFORMATION

APPENDIX

1. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular 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 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 the total
	Number	of the Shares interested			issued share
	and nature of interest				capital of the
Name of the Directors	Personal	Corporate		Total	Company
					(%)
Mak Shiu Tong,	–	33,026,391,124	33,026,391,124		50.49
Clement (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: The interest disclosed represents 33,026,391,124 Shares 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 shareholding of 50.03% 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	23/7/2009	23/7/2009 –	0.01	245,000,000	245,000,000	0.37
Ching, 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	23/7/2009	23/7/2009 –	0.01	8,000,000	8,000,000	0.01
Putt		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 the total
	Number of the shares interested			issued share
	and nature of interest			capital of
Name of the Directors	Personal	Corporate	Total	CCT Telecom
				(%)
Mak Shiu Tong, Clement	8,475,652	294,775,079	303,250,731	50.03
(Note)
Tam Ngai Hung, Terry	500,000	–	500,000	0.08
William Donald Putt	591,500	–	591,500	0.10

Note: Of the shareholding 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.

– 28 –

GENERAL INFORMATION

APPENDIX

(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 any compensation, other than statutory compensation).

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

(i) none of the Directors and 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 2010, 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.

– 29 –

GENERAL INFORMATION

APPENDIX

(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 chief executive of the Company) had interests or short positions in the Shares or the underlying Shares which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or were, directly or indirectly interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances 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
	Number of	share capital of
Name of the Shareholders	the Shares held	the 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

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, 1,350,000,000 Shares held by CCT Assets and 2,350,000,000 Shares held by Expert Success, all of which are wholly-owned subsidiaries of CCT Technology Investment Limited.

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 chief executive of the Company) who had any interests or short positions in the Shares and the underlying Shares which would fall to be disclosed under the provisions of Divisions 2 and 3 of Part XV of the SFO, or were, directly or indirectly interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any other member of the Group.

3. LITIGATION

As at the Latest Practicable Date, neither the Company nor any member of the Group was engaged in any litigation or claims of material importance and no litigation or claim of material importance was known to the Directors to be pending or threatened by or against the Company or any member of the Group.

– 30 –

GENERAL INFORMATION

APPENDIX

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. QUALIFICATION AND CONSENT OF EXPERT

The following is the qualification of the expert who has given opinions and advice which are contained in this circular:

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 have 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;
(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 21 February 2012 and/or reference to its name in the form and context in which it is included; and
(iii) First Shanghai did not have 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 2010, the date to which the latest published audited financial statements of the Group were made up.

6. MATERIAL ADVERSE CHANGE

Save as disclosed herein and in the interim report of the Group for the period ended 30 June 2011 and the results warning announcement of the Company dated 29 December 2011, the Directors have confirmed that there has been no material adverse change in the financial or trading position or prospects of the Group since 31 December 2010, being the date to which the latest published audited financial statements of the Group were made up, up to the Latest Practicable Date.

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 31/F., Fortis Tower, 77–79 Gloucester Road, 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.

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GENERAL INFORMATION

APPENDIX

(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 at the head office and the principal place of business of the Company in Hong Kong at 31/F., Fortis Tower, 77–79 Gloucester Road, 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 the Company;
(b) the letter from the Board to the Shareholders, the text of which is set out on pages 5 to 14 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 15 to 16 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 17 to 26 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;
(g) the Agreement; and
(h) this circular.

– 32 –

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 31/F., Fortis Tower, 77–79 Gloucester Road, Hong Kong on Monday, 26 March 2012 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 agreement dated 1 February 2012 (the ‘‘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 has agreed to sell and the Company has agreed to purchase (i) the one share in Wiltec Industries Investment Limited (‘‘WIIL’’), a wholly-owned subsidiary of CCT Telecom, representing the entire issued share capital of WIIL; and (ii) the outstanding interest-free loan due from WIIL to CCT Telecom as at completion of the transactions contemplated under the Agreement (the ‘‘Transactions’’) (details of which have been set out in the circular of the Company dated 21 February 2012, a copy of which is tabled at the meeting and marked ‘‘B’’ and initialled by the Chairman for identification purpose (the ‘‘Circular’’)), at the aggregate consideration of HK$67,471,000 (the ‘‘Consideration’’) subject to the terms and conditions of the Agreement, be and is hereby approved, ratified and confirmed;
(b) the Transactions and the issue of the Promissory Note (as defined and detailed in the Circular) by the Company in favour of CCT Telecom as deferred payment of the Consideration 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 Agreement and/or the Transactions.’’

By Order of the Board of

CCT TECH INTERNATIONAL LIMITED

Mak Shiu Tong, Clement

Chairman

Hong Kong, 21 February 2012

– 33 –

NOTICE OF THE SGM

Head office and principal place of business in Hong Kong:

31/F., Fortis Tower

77–79 Gloucester Road

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/eng/investor/statutory.php.
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.

– 34 –

AI assistant

GBA Holdings Limited — Proxy Solicitation & Information Statement 2012

49077_rns_2012-02-20_abb72a19-0531-49b6-808c-33efaf4b33e6.pdf

CONNECTED TRANSACTION

FIRST SHANGHAI CAPITAL LIMITED

CONTENTS

DEFINITIONS

DEFINITIONS

DEFINITIONS

CONNECTED TRANSACTION

INTRODUCTION

THE AGREEMENT AND THE TRANSACTIONS

The Agreement

Consideration of the Transactions

LETTER FROM THE BOARD

The Promissory Note

Conditions precedent of the Agreement

Completion

Further information about the WIIL Group

LETTER FROM THE BOARD

Group charts before and after the Transactions

As at the Latest Practicable Date

Immediately after Completion

Reasons for and benefits of the Transactions

Financial effects of the Transactions

Possible termination of existing continuing connected transactions

LISTING RULES IMPLICATIONS

GENERAL

SGM

LETTER FROM THE BOARD

RECOMMENDATION

OTHER INFORMATION

(Incorporated in Bermuda with limited liability)

CONNECTED TRANSACTION

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

FIRST SHANGHAI CAPITAL LIMITED

CONNECTED TRANSACTION

INTRODUCTION

PRINCIPAL FACTORS AND REASONS CONSIDERED

1. Background of and benefits for the entering into of the Agreement

Information on the Group

Information on the WIIL Group

Reasons for and the benefits of the entering into of the Agreement

2. Principal terms of the Agreement

(a) Consideration of the Transactions

(b) Principal terms of the Promissory Note

3. Possible financial effects of the Transactions

(a) Net profit

(b) Net assets

(c) Working capital and gearing

RECOMMENDATION

1. RESPONSIBILITY STATEMENT

2. DISCLOSURE OF INTERESTS

(b) Particulars of the Directors’ other interests

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

(d) Substantial Shareholders’ interests

3. LITIGATION

4. COMPETING INTERESTS

5. QUALIFICATION AND CONSENT OF EXPERT

6. MATERIAL ADVERSE CHANGE

7. MISCELLANEOUS

8. DOCUMENTS AVAILABLE FOR INSPECTION

(Incorporated in Bermuda with limited liability)

ORDINARY RESOLUTION

‘‘THAT:

CCT TECH INTERNATIONAL LIMITED

Mak Shiu Tong, Clement

Hong Kong

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GBA Holdings Limited Proxy Solicitation & Information Statement 2012