GBA Holdings Limited — Proxy Solicitation & Information Statement 2013

Jun 13, 2013

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)

VERY SUBSTANTIAL ACQUISITION CONNECTED TRANSACTION AND CHANGE OF COMPANY NAME

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

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

A letter from the Board is set out on pages 6 to 27 of this circular.

A letter from the Independent Board Committee is set out on pages 28 to 29 of this circular. A letter from First Shanghai Capital Limited containing its advice to the Independent Board Committee and the Independent Shareholders is set out on pages 30 to 41 of this circular.

A notice convening the SGM to be held at 31/F., Fortis Tower, 77–79 Gloucester Road, Hong Kong on Monday, 8 July 2013 at 10:00 a.m. is set out on pages 125 to 127 of this circular. A form of proxy for use by the 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.

14 June 2013

CONTENTS

			Page
Definitions	. . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from	the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		6
Letter from	the Independent Board Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		28
Letter from	First Shanghai . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		30
Appendix I	—	Financial information of the Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	42
Appendix II	—	Accountants’ report of the Land Group . . . . . . . . . . . . . . . . . . . . . . . . .	58
Appendix III —		Unaudited pro forma financial information
		of the Enlarged Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	85
Appendix IV —		Valuation report on the Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	100
Appendix V	—	General information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	118
Notice of the SGM		. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	125

– i –

DEFINITIONS

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

‘‘Agreement’’Agreement’’’’ the conditional agreement dated 19 April 2013 entered into amongst the Company, CCT Telecom and the Land Company in respect of the Restructuring Transactions; ‘‘Announcement’’Announcement’’’’ the joint announcement dated 24 April 2013 made by the Company and CCT Telecom in connection with the Agreement and the Restructuring Transactions; ‘‘Assignment’’ the assignment of the Shareholder’s Loan by CCT Telecom to the Company or its designated nominee(s) at face value of the loan, under the terms and conditions of this Agreement;

• ‘‘Agreement’’Agreement’’’’

• ‘‘Announcement’’Announcement’’’’

• ‘‘associate(s)’’ has the same meaning as ascribed to it under the Listing Rules;

• ‘‘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 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 Board’’ the board of the CCT Telecom Directors;

• ‘‘CCT Telecom Director(s)’’

• the director(s) (including the independent non-executive directors) of CCT Telecom, from time to time;

• ‘‘CCT Telecom Group’’

• CCT Telecom and its subsidiaries from time to time and include the Group;

• ‘‘CCT Telecom Remaining Group’’

the CCT Telecom Group excluding the Group and as such will exclude the Land Group after Completion;

• ‘‘CCT Telecom SGM’’

the special general meeting of the CCT Telecom Shareholders to be convened to consider and, if thought fit, inter alia, approve and ratify the Agreement and to approve the Subscription and the Assignment and the proposed change of the name of CCT Telecom (details of which have been set out in the Announcement);

– 1 –

DEFINITIONS

• ‘‘CCT Telecom Share(s)

• the share(s) of HK$0.10 each in the capital of CCT Telecom;

• ‘‘CCT Telecom Shareholder(s)’’ the holder(s) of issued CCT Telecom Shares;

• ‘‘Change of Company Name’’

• the proposed change of company name of the Company, as defined and set out in the section headed ‘‘Proposed Change of Company Name of the Company’’ in the ‘‘Letter from the Board’’ of this circular;

• ‘‘China’’ or ‘‘PRC’’ the People’s Republic of China;

• ‘‘Company’’ or ‘‘CCT Tech’’

• CCT Tech International Limited, a company incorporated in Bermuda with limited liability and the shares of which are listed on the main board of the Stock Exchange;

• ‘‘Completion’’

• Completion of the Restructuring 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) and (b) in the sub-section headed ‘‘Conditions precedent of the Agreement’’ under the section headed ‘‘ The Agreement and the Restructuring 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;

• ‘‘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 ‘‘The Subscription Price and the Consideration for the Restructuring Transactions’’ under the section headed ‘‘The Agreement and the Restructuring Transactions’’ in the ‘‘Letter from the Board’’ of this circular;

• ‘‘Director(s)’’

• the director(s) (including the independent non-executive directors) of the Company, from time to time;

• ‘‘Enlarged Group’’

• the Group as enlarged by the Restructuring Transactions, which will include the Land Group upon Completion;

– 2 –

DEFINITIONS

• ‘‘First Shanghai’’

• ‘‘Grant Sherman’’

• ‘‘Group’’

• ‘‘HK$’’

• ‘‘Hong Kong’’

• ‘‘Independent Board Committee’’

• ‘‘Independent Shareholder(s)’’

• ‘‘Land Company’’

• ‘‘Land Group’’

• ‘‘Land Share(s)’’

• ‘‘Latest Practicable Date’’

• ‘‘Listing Rules’’

• ‘‘Long Stop Date’’

• 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, the Restructuring Transactions (including the issue of the Promissory Note by the Company to satisfy the Consideration);

• Grant Sherman Appraisal Limited, an independent professional valuer;

• the Company and its subsidiaries from time to time and as such will include the Land Group after Completion;

• Hong Kong dollar(s), the lawful currency of Hong Kong;

• the Hong Kong Special Administrative Region of the PRC;

• the independent board committee of the Company consisting of Mr. Lau Ho Kit, Ivan, the independent nonexecutive director of the Company not having material interest in the Agreement and the Restructuring Transactions, formed for the purpose of advising the Independent Shareholders on the Restructuring Transactions;

• Shareholder(s) other than CCT Telecom and its associates;

• CCT Land (China) Holdings Limited, a company incorporated in the British Virgin Islands with limited liability and an indirect wholly-owned subsidiary of CCT Telecom as at the Latest Practicable Date and before Completion;

• the Land Company and its subsidiaries, from time to time;

• ordinary share(s) of US$1.00 each in the capital of the Land Company;

• 7 June 2013, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained herein;

• the Rules Governing the Listing of Securities on the Stock Exchange;

• 15 September 2013, or such other date as the parties to the Agreement may agree in writing;

– 3 –

DEFINITIONS

• ‘‘Mainland China’’

the mainland of China;

• ‘‘Promissory Note’’

• the promissory note to be issued by the Company in favour of CCT Telecom or its designate nominee(s) pursuant to the Agreement to satisfy the Consideration, which sets out the terms for the deferred payment of the Consideration;

• ‘‘Properties’’

• the property projects owned by the Land Group, the particulars of which are set out in the section headed ‘‘Information on the Land Group’’ in the ‘‘Letter from the Board’’ of this circular;

• ‘‘Property Development Business’’

• the existing business of the Land Group as defined and described in more details in the section headed ‘‘Information on the Land Group’’ in the ‘‘Letter from the Board’’ of this circular;

• ‘‘Restructuring Transactions’’

• the Subscription, the Assignment, the issue of the Promissory Note by the Company to satisfy the Consideration and any other transactions contemplated under the Agreement, all pursuant to the terms and conditions of the Agreement;

• ‘‘RMB’’

• Renminbi, the lawful currency of the PRC;

• ‘‘SFO’’

• the Securities and Futures Ordinance (Chapter 571) of the Laws of Hong Kong;

• ‘‘SGM’’

• the special general meeting of the Shareholders to be convened to consider and, if thought fit, inter alia, approve and ratify the Agreement and to approve the Restructuring Transactions (including the issue of the Promissory Note by the Company to satisfy the Consideration) and the proposed Change of Company Name;

• ‘‘Share(s)’’ the share(s) of HK$0.01 each in the capital of the Company;

• ‘‘Shareholder(s)’’ the holder(s) of the issued Share(s);

• ‘‘Shareholder’s Loan’’ the outstanding interest-free loan due from the Land Company to CCT Telecom as at Completion, which amounted to HK$664,001,821 as at 31 March 2013 and as at the date of the Agreement;

– 4 –

DEFINITIONS

• ‘‘Site DN1’’

• the piece of vacant land owned by the relevant member of the Land Group, the particulars of which have been set out in the section headed ‘‘Information on the Land Group’’ in the ‘‘Letter from the Board’’ of this circular;

• ‘‘Stock Exchange’’

• The Stock Exchange of Hong Kong Limited;

• ‘‘Subscription’’

• the subscription of the Subscription Shares by the Company or its designated nominee(s) and the allotment and issue of the Subscription Shares at par value of US$1.00 each by the Land Company, under the terms and conditions of the Agreement;

• ‘‘Subscription Price’’ has the meaning given to it under the sub-section headed ‘‘The Subscription Price and the Consideration for the Restructuring Transactions’’ under the section headed ‘‘The Agreement and the Restructuring Transactions’’ in the ‘‘Letter from the Board’’ of this circular;

• ‘‘Subscription Shares’’

• the 19,999 new Land Shares to be subscribed by the Company or its designated nominee(s) and to be allotted and issued by the Land Company, under the terms and conditions of the Agreement;

• ‘‘subsidiaries’’

• has the meaning ascribed to it under the Companies Ordinance;

• ‘‘substantial shareholder(s)’’

• has the same meaning as ascribed to it under the Listing Rules;

• ‘‘Telecom Product Business’’ as defined in the section headed ‘‘Information on the Company and CCT Telecom’’ in the ‘‘Letter from the Board’’ of this circular;

• ‘‘US$’’

• United States dollar, the lawful currency of the United States of America; and

• ‘‘%’’

• per cent.

– 5 –

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

14 June 2013

To the Shareholders

Dear Sir or Madam,

(1) VERY SUBSTANTIAL ACQUISITION SUBSCRIPTION OF NEW SHARES IN THE LAND COMPANY AND

ACQUISITION OF SHAREHOLDER’S LOAN (2) CONNECTED TRANSACTION AND (3) CHANGE OF COMPANY NAME

INTRODUCTION

On 24 April 2013, by means of the Announcement, the Board and the CCT Telecom Board jointly announced that the Agreement was entered into amongst the Company, CCT Telecom and the Land Company, under which it was agreed that the Company or its designated nominee(s) would subscribe for the Subscription Shares and acquire the Shareholder’s Loan.

Following Completion, the Company (or its designated nominee(s)) will beneficially own approximately 99.995% of the then entire issued share capital of the Land Company as enlarged by the Subscription Shares. The Land Group is engaged in the development of residential and commercial properties in the Mainland China and owns the Properties as at the Latest Practicable Date.

– 6 –

LETTER FROM THE BOARD

CCT Telecom is the ultimate controlling shareholder of the Company and holds indirectly 33,026,391,124 Shares, representing approximately 50.49% of the entire issued capital of the Company as at the Latest Practical Date. As such, CCT Telecom is a substantial Shareholder and hence a connected person of the Company under the Listing Rules. The Restructuring Transactions contemplated under the Agreement therefore constitute a connected transaction for the Company for the purpose of the Listing Rules.

As one of the applicable percentage ratios under Rule 14.07 of the Listing Rules exceeds 100%, the Restructuring Transactions also constitute a very substantial acquisition for the Company under the Listing Rules. As such, the entering into of the Agreement by the Company, and all the transactions contemplated under the Agreement are therefore subject to approval by the Independent Shareholders by way of poll at the SGM.

The Independent Board Committee has been formed to advise the Independent Shareholders on the terms of the Agreement and the Restructuring Transactions (including the issue of the Promissory Note by the Company to satisfy the Consideration).

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, the Restructuring Transactions (including the issue of the Promissory Note by the Company to satisfy the Consideration) are fair and reasonable so far as the Independent Shareholders are concerned.

The Board also proposes to change the name of the Company to ‘‘CCT Land Holdings Limited 中建置地集團有限公司’’ in order to refresh the corporation image of the Company.

The purpose of this circular is to:

• (i) provide the Shareholders with further details of the Agreement, the Subscription, the Assignment, and the Promissory Note;

• (ii) provide financial information of the Land Group, which is set out in Appendix II;

• (iii) provide the valuation report of the Properties, which is set out in Appendix IV;

• (iv) set out the recommendation of the Independent Board Committee to the Independent Shareholders in respect of the terms of the Agreement and the Restructuring Transactions;

• (v) 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 Restructuring Transactions which constitute a connected transaction for the Company;

• (vi) set out further information in relation to the Change of Company Name; and

– 7 –

LETTER FROM THE BOARD

• (vii) give the Shareholders the notice of the SGM to consider and, if thought fit, to approve and ratify the Agreement, and to approve the Restructuring Transactions and the proposed Change of Company Name.

THE AGREEMENT AND THE RESTRUCTURING TRANSACTIONS

The Agreement was entered into amongst the Company, CCT Telecom and the Land Company, and the key terms of which are as follows;

Date: 19 April 2013

Parties: (i) CCT Tech : CCT Tech International Limited (ii) CCT Telecom : CCT Telecom Holdings Limited (iii) Land Company : CCT Land (China) Holdings Limited

Subject matter of the Agreement

The Company or its designated nominee(s) will subscribe for the Subscription Shares at par value US$1.00 each and will acquire the Shareholder’s Loan from CCT Telecom at face value of the loan, all pursuant to the terms and conditions of the Agreement. CCT Telecom will procure the Land Company to allot and issue the Subscription Shares at the Subscription Price and will assign the Shareholder’s Loan at its face value to the Company or its designated nominee(s). Immediately after Completion, the Company (or its designated nominee(s)) will beneficially own approximately 99.995% of the then total issued capital of the Land Company as enlarged by the Subscription Shares. The Subscription Shares, when issued, will rank pari passu with all the existing Land Shares.

CCT Telecom held indirectly 100% shareholding in the Land Company as at the date of the Announcement and the Latest Practicable Date. CCT Telecom is also the ultimate controlling shareholder of the Company and holds indirectly 33,026,391,124 Shares, representing approximately 50.49% of the entire issued capital of the Company as at the Latest Practical Date. CCT Telecom is therefore a substantial shareholder and hence a connected person of the Company. After Completion, all members of the Land Group will become subsidiaries of the Company. As CCT Telecom will retain 50.49% interest in the Company which will hold almost the entire issued capital of the Land Company after Completion, the Restructuring Transactions will effectively dilute CCT Telecom’s shareholding interest in members of the Land Group by approximately 49.51%.

– 8 –

LETTER FROM THE BOARD

The following diagrams illustrate a simplified corporate and shareholding structure of CCT Telecom, the Company and the Land Company immediately before and after completion of the Agreement:

As at the Latest Practicable Date and immediately before completion of the Agreement

==> picture [336 x 374] intentionally omitted <==

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

CCT Telecom
100% 50.49%
the Land Company the Company
100% 100%
Property
Telecom
Development
Product
Business in
Business
China
----- End of picture text -----

– 9 –

LETTER FROM THE BOARD

Immediately after completion of the Agreement

==> picture [303 x 531] intentionally omitted <==

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

CCT Telecom
50.49%
0.005%
the Company
99.995%
100%
the Land Company
100%
Property
Telecom
Development
Product
Business in
Business
China
----- End of picture text -----

– 10 –

LETTER FROM THE BOARD

The Subscription Price and the Consideration for the Restructuring Transactions

The Subscription Price

The total subscription price of US$19,999 (equivalent to approximately HK$155,992) (the ‘‘Subscription Price’’), for subscription of the Subscription Shares, which represents the par value of the Subscription Shares, will be payable in cash either in US$ or in HK$ equivalent, by the Company or its designated nominee(s) into a bank account of the Land Company on or before the Completion Date. The Subscription Price will be used for working capital of the Land Group.

The Consideration

The aggregate compensation and consideration for: (a) CCT Telecom agreeing to the Subscription and the consequential dilution of its shareholding interest in the Land Company as a result of the Subscription; and (b) the Assignment will be HK$900,000,000 (the ‘‘Consideration’’), which will be satisfied by way of the Promissory Note to be issued by the Company in favour of CCT Telecom or its designated nominee(s). The terms and conditions of the Promissory Note will be further elaborated in the sub-section headed ‘‘The Promissory Note’’ below.

The Shareholder’s Loan will be assigned to the Company or its designated assignee(s) at its book value at Completion.

The Consideration was determined based on a net total of:

• (a) the value of the Properties (including the Site DN1) of HK$1,052,700,000 as at 31 March 2013 as appraised by Grant Sherman;

• (b) the unaudited consolidated other net liabilities of the Land Group of HK$78,751,055 as at 31 March 2013 (representing the unaudited consolidated book value of the other net liabilities (excluding the Shareholder’s Loan) after deduction of the unaudited consolidated book value of other assets (excluding the book value of the Properties) of the Land Group as at 31 March 2013); and

• (c) a discount of approximately 7.59% to the net amount of (a) and (b) above.

The Company and CCT Telecom have taken into account the following factors in arriving at the Consideration:

• (i) current property market environment in China;

• (ii) current financial position and historical financial performance of the Land Group;

• (iii) the valuation of the Properties as at 31 March 2013 as appraised by Grant Sherman;

• (iv) potential income generation and the prospects of the Land Group in the future;

– 11 –

LETTER FROM THE BOARD

• (v) the settlement of the Consideration by means of the Promissory Note which will not involve any immediate cash outlay for the Company; and

• (vi) a discount of approximately 7.59% to the net amount calculated above.

On the above basis of the above factors, the Directors consider the Subscription Price and the Consideration to be fair and reasonable to the Company, on normal commercial terms and in the interests of the Company and the 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 third anniversary of date of the Promissory Note and if such date is not a Business Day, the immediate next Business Day Term: three (3) years from the date of issue of the Promissory Note Interest: zero interest Repayment: the outstanding principal amount will be repayable on the maturity date of the Promissory Note Prepayment: the Company has a right to prepay any principal amount of the Promissory Note equal to or exceeding HK$1,000,000 by giving CCT Telecom five Business Days’ prior written notice

Conditions precedent of the Agreement

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

• (a) the warranties given by the Company under the Agreement remaining true and accurate and not misleading at Completion as if repeated at Completion and at all times between the date of the Agreement and Completion;

• (b) the warranties given by CCT Telecom under the Agreement remaining true and accurate and not misleading at Completion as if repeated at Completion and at all times between the date of this Agreement and Completion;

• (c) the approval by the Independent Shareholders at the SGM of the entering into of this Agreement by the Company, the Subscription, the Assignment, the issue of the Promissory Note by the Company to satisfy the Consideration and any other transactions contemplated under this Agreement having been obtained, all in accordance and compliance with the Listing Rules;

– 12 –

LETTER FROM THE BOARD

• (d) the approval by the CCT Telecom Shareholders at the CCT Telecom SGM of the entering into of this Agreement by CCT Telecom and the Land Company, the Subscription and the Assignment and any other transactions contemplated under this Agreement having been obtained, all in accordance and compliance with the Listing Rules;

• (e) other than the approval referred to in paragraph (c) above, all necessary consents from third parties (including governmental or official authorities) in connection with the transactions contemplated under this Agreement having been obtained by the Company, and no statute, regulation or decision which would prohibit, restrict or materially delay the Subscription, the Assignment, and the issue of the Promissory Note having been proposed, enacted or taken by any governmental or official authority; and

• (f) other than the approval referred to in paragraph (d) above, all necessary consents from third parties (including governmental or official authorities) in connection with the transactions contemplated under this Agreement having been obtained by CCT Telecom, and no statute, regulation or decision which would prohibit, restrict or materially delay the Subscription and the Assignment, 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 (b) and (f) above at any time by notice in writing to CCT Telecom. In exercising the right of waiver, the Board will act in the interest of the Company and the Independent Shareholders as a whole and will only waive such conditions precedent on minor issues or on issues that will not affect the substance of the Restructuring Transactions. CCT Telecom will have the right to waive the condition precedent in paragraphs (a) and (e) above at any time by notice in writing to the Company. As at the Latest Practicable Date, neither the Company nor CCT Telecom has any present intention to waive any conditions precedent to which each of the Company or CCT Telecom is entitled to waive.

In the event that any of the conditions precedent will not have been fulfilled or waived on or before the Long Stop Date or the Completion Date (as the case may be), 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 Restructuring 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. Completion of the Subscription and the Assignment will take place simultaneously.

As the Company is a subsidiary of CCT Telecom, upon Completion, all the members of the Land Group will remain to be subsidiaries of CCT Telecom.

Upon Completion, the Company will own 99.995% shareholding interest in the Land Company and all the members of the Land Group will become subsidiaries of the Company.

– 13 –

LETTER FROM THE BOARD

Except as disclosed in the 2012 annual report of the Company therein (such as the discontinuation of the GE license business) and save for the Agreement and the Restructuring Transactions, neither the Company nor the Board:

• (i) has any agreement, arrangement, understanding, intention, negotiation, (concluded or otherwise) about any disposal/termination/scaling-down of the existing businesses of the Group; and

• (ii) (a) has entered or may enter into any agreement, arrangement, understanding or negotiation about any acquisitions of assets (concluded or otherwise); and (b) has any asset injections agreed or under negotiation.

INFORMATION ON THE LAND GROUP

The Land Company is the holding company of the members of the Land Group and the Land Group is principally engaged in the development of residential and commercial property projects in the Mainland China (the ‘‘Property Development Business’’). All of the properties owned by the Land Group as at 31 March 2013 (the ‘‘Properties’’) are located in Anshan, Liaoning Province, China, which comprises the following property projects:

(A) Completed Properties:

		Approximate	Unsold
		site area of	residential	Unsold	Unsold	Total unsold
Name of project	Location	the project	properties	shops	car parks	properties
		(square meters)	(Approximate	saleable gross	floor area in square meters)
Landmark City	No.253 Jiudao Street,	33,000	21,500	1,200	—	22,700
Phase I and II	Tiexi District,
	Anshan City,
	Liaoning Province,
	the PRC
Evian Villa Phase I	No. 37 Qianye Street,	41,000	38,800	—	12,000	50,800
	Gaoxin District,
	Anshan City,
	Liaoning Province,
	the PRC (Site
	DN3)

– 14 –

LETTER FROM THE BOARD

(B) Properties Under Development:

		Approximate	Planned			Total
		site area of	residential	Planned	Planned car	planned
Name of project	Location	the project	properties	shops	parks	properties
		(square meters)	(Approximate	saleable gross	floor area in square	meters)
Landmark City	No. 253 Jiudao	36,000	89,500	10,200	8,700	108,400
Phase III	Street,
	Tiexi District,
	Anshan City,
	Liaoning Province,
	the PRC
Evian Villa Phase II	No. 37 Qianye Street,	34,000	51,700	1,800	11,300	64,800
	Gaoxin District,
	Anshan City,
	Liaoning Province,
	the PRC (Site
	DN3)

• (C) Vacant Land Not Yet Developed:

			Approximate	Proposed			Total
			site area of	residential	Proposed	Proposed	proposed
Name	of project	Location	the project	properties	shops	car parks	properties
			(square meters)	(Approximate	saleable gross	floor area in square	meters)
Evian	Garden	A piece of land	83,000	210,600	10,300	60,000	280,900
		located at north of
		Yueling Road,
		Gaoxin District,
		Anshan City,
		Liaoning Province,
		the PRC (‘‘Site
		DN1’’)

Notes:

• (1) The above projects represent residential properties, shops and car parks developed and to be developed in China.

• (2) For the Properties under development: construction of Landmark City Phase III commenced in 2012 and is expected to complete in second half of 2013. The estimated total development costs (excluding land costs) for this project are RMB311,000,000. As for Evian Villa Phase II, construction of the project is planned to commence in the second half of this year and is expected to complete next year. The estimated total development costs (excluding land costs) for this project are RMB248,820,000.

– 15 –

LETTER FROM THE BOARD

• (3) The vacant land not yet developed consists of Evian Garden to be developed at Site DN1, construction of which is planned to commence next year and is expected to take two years to complete. The estimated total development costs (excluding land costs) for this project are RMB660,000,000.

• (4) The land costs for the projects under development — Landmark City Phase III and Evian Villa Phase II, and for the vacant land — Evian Garden, have been paid in full. As for the development costs of these projects, the Land Group plans to finance those costs by proceeds from sale of unsold completed properties and presale of properties under development and where available by bank financing. The Land Group will also endeavour to secure longer payment terms from contractors of these projects in order to allow additional time to sell and presale property units to improve cash flow.

• (5) The State-owned Land Use Rights Certificates for all the Properties have been obtained except for the Site DN1.

The land premium and the land grant fee of the Site DN1 was settled in full by the relevant member of the Land Group in 2009. The State-owned Land Use Rights Certificate has not yet been obtained for the Site DN1 because the local government has not yet completed clearance of the site. Furthermore, as the Land Group had other projects available for development in the past few years, it is not necessary for the Land Group to obtain the Stateowned Land Use Rights Certificate for Site DN1 as the issue of such certificate will involve payment of stamp duty. According to the legal opinion issued by a qualified PRC law firm in Anshan:

• (a) the relevant member of the Land Group has irrevocable and valid beneficial ownership of the Site DN1 even though it has not yet obtained the State-owned Land Use Rights Certificate in respect of such site; and

• (b) the State-owned Land Use Rights Certificate can be obtained any time by the relevant member of the Land Group as there is no legal impediments in obtaining such certificate.

As such, the CCT Telecom Board confirms that there is no risk that State-owned Land Use Rights Certificate cannot be obtained for Site DN1 and the management of the Land Group plans to obtain such certificate when development of the Site DN1 starts. Although Grant Sherman has not assigned any commercial value to the Site DN1, Grant Sherman has included in its valuation report (set out in Appendix IV to this circular) by way of note that the market value of the Site DN1 is HK$301,800,000 assuming that the relevant State-owned Land Use Rights Certificate has been obtained. The Board is of the view that it is fair and reasonable for the Consideration to be determined with reference to the market value of the Properties (including the Site DN1) for the following reasons:

• (a) full amount of the land premium and the land grant fee in respect of Site DN1 has been paid by the relevant member of the Land Group, which has fulfilled its payment obligations for acquisition of the land;

• (b) the relevant member of the Land Group has valid and undisputable beneficial ownership of the Site DN1 and the obtaining of the relevant State-owned Land Use Rights Certificate is considered to be administrative formality and such certificate can be obtained any time without any legal impediments;

– 16 –

LETTER FROM THE BOARD

• (c) the project to be developed on the Site DN1 represent the largest project amongst all the projects included in the Properties in terms of site area and proposed saleable gross floor area and this project has a very good development potential and prospects; and

• (d) the project may deliver significant income and profit when it is developed in the coming years.

The Properties, excluding the Site DN1, were valued at HK$750,900,000 by the Grant Sherman as at 31 March 2013. The market value of the Site DN1 as at 31 March 2013 assuming that the relevant State-owned Land Use Rights Certificate has been obtained was valued by Grant Sherman to be HK$301,800,000. The total market value of the Properties (including the Site DN1) as at 31 March 2013 was HK$1,052,700,000 as set out in the valuation report of the Properties in Appendix IV to this circular.

Based on the accountants’ reports of the Land Group set out in Appendix II to this circular, the audited consolidated turnover of the Land Group for the two years ended 31 December 2011 and 2012 was approximately HK$259 million and HK$139 million respectively. The audited consolidated profit before tax of the Land Group for the two years ended 31 December 2011 and 2012 was approximately HK$45 million and HK$14 million respectively. The audited consolidated profit after tax of the Land Group for the two years ended 31 December 2011 and 2012 was approximately HK$28 million and HK$8 million respectively. As at 31 December 2012, the audited net book value of the consolidated net assets of the Land Group before deduction of the Shareholder’s Loan were HK$726 million and the audited net book value of the consolidated net assets of the Land Group after deduction of the Shareholder’s Loan were HK$63 million. The Land Group was established by CCT Telecom. As such, the original historical purchase cost of the Land Group to the CCT Telecom represents its investment in the Land Group by way of the Shareholder’s Loan, the unaudited face value of which amounted to HK$664,001,821 as at the date of the Agreement.

The Property Development Business has been profitable in the last three years. As disclosed in the Chairman’s letter of CCT Telecom’s 2012 annual report, the CCT Telecom Board is optimistic about the long-term prospect of the Property Development Business, despite the current tightening policies adopted by the Chinese government on the housing market. The CCT Telecom Board takes the view that the Land Group has an advantage over some of those property developers in China, which are over-leveraged as the Land Group is lowly geared. The sound financial position of the Land Group enables its management to plan sale of its housing projects more effectively to respond to market changes. The management of the Land Group will continue to enhance its brand recognition in the Anshan City by offering house buyers with flats of quality, articulate design, suitable size mix and pleasant living environment. As at the end of 2012, the Anshan projects were composed of completed properties, properties under development and vacant land which have completed and planned saleable gross floor area of approximately 500,000 square meters in total. As such, the Land Group’s housing and land reserves are sufficient to support growth of the Property Development Business in the next few years. The Land Group also intends to grasp opportunities to replenish its land bank in the future. The CCT Telecom Board is confident in the long-term outlook of the housing market in the China due to urbanization and rising

– 17 –

LETTER FROM THE BOARD

incomes of Chinese people. The CCT Telecom Board is confident in the prospects of the property projects of the Land Group and expects that they will deliver significant income in the coming years.

INFORMATION ON THE COMPANY AND CCT TELECOM

The Company is the holding company of the Group which is currently engaged in the design, development, manufacture and sale of telecom, electronic and child products (the ‘‘Telecom Product Business’’).

CCT Telecom is the holding company of the CCT Telecom Group which is principally engaged in (i) the Telecom Product Business through the Group; (ii) the manufacture of plastic components; (iii) the securities business; (iv) the Property Development Business through the Land Group; and (v) property investment and holdings.

REASONS FOR AND BENEFITS OF THE RESTRUCTURING TRANSACTIONS

The Group is principally engaged in the Telecom Product Business before Completion. According to the annual reports of the Group for the two financial years ended 31 December 2011 and 2012, the Company reported significant consolidated losses after taxation of approximately HK$165 million and HK$58 million for 2011 and 2012 respectively. The losses incurred by the Group for the past two years were mainly caused by the euro sovereign debt crisis, discontinuation of the GE license business, slow global economy, keen competition and rising input costs which adversely affected its Telecom Product Business. The Directors expect that the business environment of the Telecom Product Business will remain uncertain and difficult going forward. The Directors anticipate that the acute shortage of labour in the Guangdong Province, the rising price of materials and wages are the major uncertain factors that may continue to impact on the production costs of the Group in the coming years. Competition is expected to remain keen. Furthermore, the euro sovereign debt crisis remains the biggest risk to world economy, which may adversely affect the major markets of the Telecom Product Business.

In view of the above, the Company therefore takes initiative in identifying business opportunities in the other business sectors in order to diversify and broaden its revenue sources and improve its profitability. The Directors have identified the Property Development Business engaged by the Land Group, which is of a significant size and has established a track record of profitability. The Directors are of the view that the prospect of property development business in China is promising as China’s long-term economic outlook will remain strong and supply of housing in China will continue to fall short of demand in future years. The Directors therefore took the initiative to discuss with the CCT Telecom Directors of the intention to enter into property development business in China, which eventually led to the Agreement and the proposed Restructuring Transactions.

– 18 –

LETTER FROM THE BOARD

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

• (a) The Restructuring Transactions will significantly enhance the assets of the Group and will more than double the existing size of the Group’s current assets and as such will improve financial position of the Group.

• (b) The Restructuring Transactions will enable the Group to expand and diversify its business to include the Property Development Business and increase its source of revenue, which will mitigate part of the impact of the decreasing revenue of the Telecom Product Business to the Group in recent years.

• (c) The Property Development Business has a proven track record of profitability in the past three years. As such, the Restructuring Transactions will enhance the profitability of the Group and therefore will reduce its reliance on the Telecom Product Business in future.

• (d) The assets and revenue of the Land Group are primarily denominated in RMB, the exchange rate of which has appreciated against HK$ in the recent years and has risen to a historical high since the execution of the Agreement. The Board expects that RMB will continue to appreciate against HK$ in the future. As such, the Enlarged Group may benefit from the potential significant exchange gain that may arise from the RMB denominated assets and revenue of the Land Group, which will be classified as a translation gain and recognised as other comprehensive income in the consolidated statement of comprehensive income of the Enlarged Group.

• (e) The Restructuring Transactions will enable the Group to benefit from the prospects of the Property Development Business, which the Board believes to have a good potential to grow as elaborated in above paragraph and in the section headed ‘‘Information on the Land Group’’.

• (f) The Restructuring Transactions will enhance the corporate image of the Company after Completion, in view of the significant increase of its assets and revenue and the good prospects and growth potential of the Property Development Business.

• (g) The settlement of the Consideration by way of the Promissory Note will have a financial advantage to the Company because the Restructuring Transactions will not involve any burden of significant immediate cash outflow on it. Furthermore, the terms of the Promissory Note are reasonable as the Promissory Note will have a term of three years and the Promissory Note will not carry any interest.

– 19 –

LETTER FROM THE BOARD

• (h) The Company has operated factories in the Guangdong Province for many years and has established a long-term working relationship with the local government. The Board believes that the extensive local experience and relationship of the Group in the Guangdong Province will help the Land Group to identify land acquisition opportunities in the Guangdong Province, where property construction activities are all year round and are not subject to interruption in winter season as in Liaoning Province, although the Land Group has not yet identified any target land or development project in the Guangdong Province.

In light of the benefits above, the Directors (including the independent non-executive directors of the Company) believe that the terms of Agreement are on normal commercial terms and are fair and reasonable, and in the interests of the Company and the Shareholders as a whole.

Financial effects of the Restructuring Transactions

The Directors intend to continue the Telecom Product Business after Completion. As such, after Completion, the CCT Tech Group will continue to be engaged in the Telecom Product Business and will diversify into the Property Development Business which is considered to have a better potential.

Upon Completion, each member of the Land Group will become a subsidiary of CCT Tech. As such, the assets, liabilities and results of the Land Group will be consolidated into the CCT Tech Group after Completion. As the size of the Property Development Business is substantial, the assets, turnover and results of the CCT Tech Group will be enhanced by those of the Land Group, after Completion. The Consideration will be settled by means of the Promissory Note, which will increase the long-term liabilities of the CCT Tech Group.

(a) Net assets value

Based on the unaudited pro forma consolidated statement of financial position of the Enlarged Group as set out in Appendix III (1) to this circular which illustrates the effect of the Restructuring Transactions on the financial position of the Enlarged Group, on the basis of the assumptions as stated in Appendix III, the total assets of the Enlarged Group as at 31 December 2012 would have been increased by approximately HK$1,112 million (primarily led by the consolidation of the estimated fair values of the Properties into the accounts of the Enlarged Group), whereas the total liabilities of the Enlarged Group would have been increased by approximately HK$1,063 million (mainly caused by the inclusion of the estimated fair value of the Promissory Note, the estimated provision of deferred tax liability on the fair value adjustments of the Properties and other liabilities of the Land Group). The pro forma net assets value of the Enlarged Group would have been increased by approximately HK$49 million to HK$540 million. The estimated increase in the net assets value of the Enlarged Group is due to the net effect of the estimated pro forma gain from a bargain purchase of approximately HK$50 million after deducting the estimated expenses and professional fees relating to the Restructuring Transactions of approximately HK$1 million.

– 20 –

LETTER FROM THE BOARD

(b) Results

The audited consolidated loss of the Group for the year ended 31 December 2012 was approximately HK$58 million, as disclosed in the Company’s 2012 annual report. Based on the unaudited pro forma consolidated income statement of the Enlarged Group as set out in the Appendix III (2) to this circular which illustrates the effect of the Restructuring Transactions on the result of the Enlarged Group, on the basis of the assumptions as stated in Appendix III, the unaudited consolidated loss of the Enlarged Group for the year ended 31 December 2012 would have been decreased by HK$32 million to HK$26 million. The estimated reduction in the pro forma consolidated net loss of the Enlarged Group as a result of the Restructuring Transactions is arrived at by: (i) crediting the net profit of the Land Group for the year ended 31 December 2012 of approximately HK$8 million; (ii) crediting the pro forma gain from a bargain purchase of approximately HK$50 million; (iii) debiting the estimated amount of expenses and legal and professional fees relating to the Restructuring Transactions of approximately HK$1 million; and (iv) debiting the imputed finance cost relating to the Promissory Note of approximately HK$25 million.

The financial effects of the Restructuring Transactions on the Group were prepared based on the unaudited pro forma financial information of the Enlarged Group for illustration purposes only. As a number of assumptions have been made in the preparation of the unaudited pro forma financial information of the Enlarged Group, the financial effects of the Restructuring Transactions as elaborated above may not give the true picture of the actual financial effects of the Restructuring Transactions on the Group, which will depend on the fair values of the identifiable assets and liabilities of the Land Group upon Completion and the net book values of those identifiable assets and liabilities as at the Completion Date and the results of the Land Group after Completion.

BUSINESS PROSPECTS OF THE ENLARGED GROUP

Trend of business of the Enlarged Group

The Enlarged Group is principally engaged in the Telecom Product Business; and upon Completion, will also be engaged in the Property Development Business.

As disclosed in the Company’s 2012 annual report, the Company reported consolidated losses after taxation of approximately HK$58 million for the year 2012. The losses incurred by the Group were mainly caused by the euro sovereign debt crisis which affected the major market of the Telecom Product Business, slow global economy, keen competition and rising input costs. All of these factors adversely impacted the performance of the Telecom Product Business. The Directors expect that the business environment of the Telecom Product Business will remain uncertain and difficult going forward. It is expected that the US economy should continue its slow recovery, while euro sovereign debt crisis remains the biggest risk to world economy. The Directors consider that rising production costs, especially labour wages, will remain the major challenges to the performance of the Telecom Product Business. To combat the challenges, the Group will continue to capitalize its competitive edges and will continue its track record of strong product innovation and offerings. The management of the Group will

– 21 –

LETTER FROM THE BOARD

continue to streamline production process and control costs. The Group will further reinforce its operation audit function and production costs will be critically reviewed and tightly monitored at each production process in order to achieve cost savings.

The Land Group is engaged in the development of residential and commercial property projects in the Mainland China. The Property Development Business has been profitable in the last three years, reporting audited consolidated turnover for the three years ended 31 December 2010, 2011 and 2012 of approximately HK$85 million, HK$259 million and HK$139 million respectively. The audited consolidated profit after tax of the Land Group for the three years ended 31 December 2010, 2011 and 2012 was approximately HK$8 million, HK$28 million and HK$8 million respectively. As disclosed in CCT Telecom’s 2012 annual report, the decrease in turnover of the Property Development Business in 2012 was caused by the tightening policies adopted by the Chinese government on the housing market. As disclosed in the sections headed ‘‘Reasons for and Benefits of the Restructuring Transactions’’ of this circular, the Directors are of the view that the prospect of property development business in China is promising as China’s long-term economic outlook will remain strong and supply of housing in China will continue to fall short of demand in future years.

Trading and financial prospects of the Enlarged Group

The management of the Telecom Product Business anticipates that the operating environment of this business will continue to be challenging and difficult. The euro sovereign debt crisis will remain a biggest risk to the major market of the Telecom Product Business. Furthermore, rising labour and production costs will remain key challenges and affect the profitability of the Telecom Product Business of the Enlarged Group. To combat the challenges, the Enlarged Group will continue to take various initiatives such as development and launching of innovative products that can address consumer needs with high performance and at competitive prices and tight cost control.

The financial position of the Enlarged Group remains solid and healthy. The future contribution of significant revenue and cash flow by the Land Group is expected to improve the financial position of the Enlarged Group in coming years.

The Directors are confident in the long-term outlook of the housing market in China due to urbanization and rising incomes of Chinese people. The Directors take the view that the Land Group has an advantage over some of those property developers in China, which are over-leveraged as the Land Group is lowly geared. The sound financial position of the Land Group enables its management to plan sale of its housing projects more effectively to respond to market changes. The size of the property projects of the Property Development Business is significant and the Land Group has sufficient property and land reserve available for development and sale in the next few years. As such, the Directors are confident in the prospects of the property projects of the Land Group and expect that they will deliver significant income and cash flow in the coming years.

– 22 –

LETTER FROM THE BOARD

PROPOSED CHANGE OF COMPANY NAME OF THE COMPANY

The Board proposes to change the name of the Company from ‘‘CCT Tech International Limited’’ to ‘‘CCT Land Holdings Limited中建置地集團有限公司’’ (the ‘‘Change of Company Name’’). The existing Chinese name ‘‘中建科技國際有限公司’’ adopted for identification purpose only will not be used by the Company after the Change of Company Name becoming effective.

Conditions of Change of Company Name

The proposed Change of Company Name will be subject to the following conditions:

• (a) the passing of a special resolution by the Shareholders at the SGM to approve the Change of Company Name;

• (b) the passing of the necessary resolution(s) by the Independent Shareholders to approve the Agreement and the Restructuring Transactions at the SGM;

• (c) the passing of the necessary resolution(s) by the CCT Telecom Shareholders to approve the Agreement, the Subscription, the Assignment and any other transactions contemplated under the Agreement, at the CCT Telecom SGM; and

• (d) the Registrar of Companies in Bermuda approving the Change of Company Name.

Subject to the approval of the Registrar of Companies in Bermuda, the Change of Company Name will take effect from the date of the Certificate of Incorporation on Change of Name to be issued by the Registrar of Companies in Bermuda in respect of the Change of Company Name. The Company will carry out all necessary filing procedures in Hong Kong upon the Change of Company Name becoming effective.

Reasons for the Change of Company Name

The principal businesses and the total assets of the Company will be significantly enlarged by the Restructuring Transactions after Completion and will include not only the Telecom Product Business but also the Property Development Business and the Properties respectively. In view of the recent difficult business environment faced by the Telecom Product Business and the good long-term prospects of the Property Development Business, the Board takes the view that after Completion, the Property Development Business may outperform the Telecom Product Business and may become a key driver for the Company’s revenue and profitability growth in the future. In view of the above, the Board considers that the proposed Change of Company Name will better refresh the corporate identity and image of the Group and reflect the potentials and importance of the Property Development Business to the Group. As such, the Board is, therefore, of the view that the proposed Change of Company Name in the interest of the Company and the Shareholders as a whole.

– 23 –

LETTER FROM THE BOARD

Effect of the Change of Company Name

The Change of Company Name will not affect any rights of the holders of securities of the Company. The existing certificates of securities in issue bearing the present name of the Company will, after the proposed Change of Company Name becoming effective, continue to be evidence of title to such securities and the existing share certificates will continue to be valid for trading, settlement, registration, and delivery purposes. There will not be any arrangement for exchange of the existing certificates of securities for new certificates bearing the new name of the Company. Once the Change of Company Name becomes effective, new certificates of securities will be issued only in the new name of the Company.

The Company will make further announcement(s) as and when appropriate on the arrangement relating to the trading and dealings in the securities of the Company on the Main Board of the Stock Exchange under the new name of the Company and as to when the new name of the Company will become effective.

LISTING RULES IMPLICATIONS

As one of the applicable percentage ratios under Rule 14.07 of the Listing Rules in respect of the Restructuring Transactions exceeds 100%, the Restructuring Transactions constitute a very substantial acquisition for the Company under the Listing Rules. CCT Telecom is the ultimate controlling shareholder of CCT Tech and holds indirectly 33,026,391,124 Shares representing approximately 50.49% of the entire issued capital of the Company as at the Latest Practical Date. As such, CCT Telecom is a substantial shareholder and therefore a connected person of the Company. Accordingly, the Restructuring Transactions also constitute a non-exempt connected transaction for the Company under the Listing Rules.

Mr. Mak Shiu Tong, Clement, who is an executive director and the chief executive officer of both CCT Telecom and CCT Tech 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 a material interest in the Agreement and the Restructuring 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 Restructuring Transactions. Save as aforesaid, none of the Directors (other than Mr. Mak Shiu Tong, Clement) have any material interest in the Agreement and the Restructuring 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 Restructuring Transactions.

The Agreement and all the transactions contemplated under the Agreement, 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 resolutions to approve the Agreement and the Restructuring Transactions at the SGM.

– 24 –

LETTER FROM THE BOARD

As both Mr. Chen Li and Mr. Chow Siu Ngor are common independent non-executive directors of both CCT Telecom and the Company, Mr. Chen Li and Mr. Chow Siu Ngor are not eligible to act as a member of the Independent Board Committee to advise on the terms of the Agreement and the Restructuring Transactions. Mr. Lau Ho Kit, Ivan is an independent non-executive director of CCT Tech and he has no material interest in the Agreement and the Restructuring 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 Restructuring Transactions. The Independent Board Committee consisting of only Mr. Lau Ho Kit, Ivan has been formed to advise the Independent Shareholders as to whether or not the terms of the Agreement and the Restructuring 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 in this regard.

The proposed Change of Company Name is conditional upon, inter alia, the passing of a special resolution by the Shareholders by way of poll at the SGM. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiry, none of the Shareholders has any material interest in the proposed Change of Company Name and as such, no Shareholder is required to abstain from voting at the SGM to approve the Change of Company Name.

SGM

A notice convening the SGM to be held at 31/F., Fortis Tower, 77–79 Gloucester Road, Hong Kong on Monday, 8 July 2013 at 10:00 a.m. is set out on pages 125 to 127 of this circular. At the SGM, an ordinary resolution will be proposed to the Independent Shareholders and, if thought fit, passed to approve the Agreement, the Subscription, the Assignment, and the issue of the Promissory Note which constitute a very substantial acquisition and a connected transaction for the Company. In addition, a special resolution will also be proposed to the Shareholders and, if thought fit, passed to approve the Change of Company Name.

A form of proxy for use by: (i) the Independent Shareholders in respect of the ordinary resolution to approve the Agreement and the Restructuring Transactions at the SGM; and (ii) the Shareholders in respect of the special resolution to approve the Change of Company Name 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 forms 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 forms of proxy will not preclude you from attending and voting in person at the SGM should you so wish.

– 25 –

LETTER FROM THE BOARD

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 resolutions 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 Company Limited, Expert Success International Limited and CCT Assets Management Limited 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 Restructuring Transactions (including the issue of the Promissory Note to satisfy the Consideration) at the SGM.

As none of the Shareholders has any material interest in the proposed Change of Company Name and as such, no Shareholder is required to abstain from voting at the SGM to approve the Change of Company Name.

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 28 to 29 of this circular which contains its recommendation to the Independent Shareholders on the terms of the Agreement and the Restructuring Transactions; and (ii) the letter of advice from First Shanghai as set out on pages 30 to 41 of this circular which contains, amongst other matters, its advice to the Independent Board Committee and the Independent Shareholders on the terms of the Agreement and the Restructuring Transactions and the principal factors and reasons considered by it in concluding its advice.

Having considered the factors mentioned above, the Directors (including the independent non-executive Directors) are of the view that the Agreement and the Restructuring Transactions 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, the Restructuring Transactions, including the issue of the Promissory Note by the Company to satisfy the Consideration.

Having considered the reasons for the change of the name of the Company mentioned above, the Directors (including the independent non-executive Directors) are of the view that the proposed Change of Company Name is in the interest of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the special resolution proposed at the SGM to approve the Change of Company Name.

– 26 –

LETTER FROM THE BOARD

OTHER INFORMATION

Your attention is also drawn to the additional information set out in the appendices 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

– 27 –

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

(Incorporated in Bermuda with limited liability)

(Stock Code: 00261)

The Independent Board Committee: Lau Ho Kit, Ivan

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

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

14 June 2013

To the Independent Shareholders

Dear Sir or Madam,

VERY SUBSTANTIAL ACQUISITION AND CONNECTED TRANSACTION

I refer to the circular of the Company to the Shareholders dated 14 June 2013 (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.

I 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 Restructuring Transactions (including the issue of the Promissory Note by the Company to satisfy the Consideration) 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 Restructuring Transactions (including the issue of the Promissory Note by the Company to satisfy the Consideration).

I wish to draw your attention to the letter of advice from the independent financial adviser, First Shanghai, as set out on pages 30 to 41 of the Circular and the letter from the Board as set out on pages 6 to 27 of the Circular.

– 28 –

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 Restructuring Transactions (including the issue of the Promissory Note by the Company to satisfy the Consideration) 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, I recommend the Independent Shareholders to vote in favour of the ordinary resolution, among others, to approve and ratify the Agreement and to approve the Restructuring Transactions (including the issue of the Promissory Note by the Company to satisfy the Consideration) to be proposed at the SGM.

Yours faithfully, The Independent Board Committee of CCT TECH INTERNATIONAL LIMITED Lau Ho Kit, Ivan Independent non-executive Director

– 29 –

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 [146 x 62] intentionally omitted <==

FIRST SHANGHAI CAPITAL LIMITED

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

14 June 2013

To the Independent Board Committee and the Independent Shareholders

Dear Sir or Madam,

VERY SUBSTANTIAL ACQUISITION AND 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 Restructuring Transactions, details of which are set out in the circular of the Company to the Shareholders dated 14 June 2013 (the ‘‘Circular’’) of which this letter forms part. Unless the context otherwise requires, terms used in this letter shall have the same meanings as those defined in the Circular.

On 19 April 2013, the Company, CCT Telecom and the Land Company (a wholly-owned subsidiary of CCT Telecom) entered into the Agreement, pursuant to the terms of which the Company (or its designated nominee(s)) would subscribe for the Subscription Shares and acquire the Shareholder’s Loan. Following Completion, the Company (or its designated nominee(s)) will beneficially own approximately 99.995% of the then entire issued share capital of the Land Company as enlarged by the Subscription Shares. The Land Group is principally engaged in the development of residential and commercial properties in the PRC. The Properties currently held under the Land Group are located in Anshan City, Liaoning Province, the PRC.

– 30 –

LETTER FROM FIRST SHANGHAI

CCT Telecom is the controlling shareholder of the Company and is therefore a connected person of the Company under the Listing Rules. Accordingly, the Restructuring Transactions constitute a connected transaction for the Company under the Listing Rules and are subject to, among other things, the approval by the Independent Shareholders at the SGM. The Independent Board Committee, consisting of an independent non-executive Director, namely Mr. Lau Ho Kit, Ivan, has been formed to advise the Independent Shareholders in respect of the terms of the Agreement and the Restructuring 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 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 Land Group.

PRINCIPAL FACTORS AND REASONS CONSIDERED

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

1. Background of the Group

CCT Telecom is the holding company of the Company and is principally engaged in (i) the Telecom Product Business through the Group; (ii) the manufacture of plastic components; (iii) the securities business; (iv) the Property Development Business through the Land Group; and (v) property investment and holdings.

Information on the Group

The Group is principally engaged in the Telecom Product Business. As disclosed in the annual report of the Company for the year ended 31 December 2012 (the ‘‘2012 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, electronic and

– 31 –

LETTER FROM FIRST SHANGHAI

child products. Set out in the table below is a summary of the key information on the financial performance of the Group for each of the years ended 31 December 2010, 2011 and 2012 as extracted from the annual reports of the Company:

				Annual	Annual
				growth	growth
	For the year ended 31		December	from 2010	from 2011
	2010	2011	2012	to 2011	to 2012
	HK$ million	HK$ million	HK$ million
	(Audited)	(Audited)	(Audited)
Revenue	1,573	1,553	1,342	–1%	–14%
Gross profit	108	47	45	–56%	–4%
Loss before tax	(2)	(164)	(24)	—	—
Loss attributable to owners
of the parent	(5)	(165)	(58)	—	—

Revenue of the Group declined from approximately HK$1,573 million for the year ended 31 December 2010 to approximately HK$1,342 million for the year ended 31 December 2012, representing a compound annual negative growth rate of approximately 8% during the period. The decline in revenue was primarily attributable to (i) the decline in revenue from Europe due to its stagnant economy as affected by the euro sovereign debt crisis; and (ii) the discontinuation of the license agreement with GE Trademark Licensing, Inc. (‘‘GE’’) with effect from 31 December 2011 as detailed in the announcement of the Company dated 29 December 2011. Gross profit margin of the Group also declined from approximately 7% for the year ended 31 December 2010 to approximately 3% for each of the years ended 31 December 2011 and 2012. Loss attributable to owners of the parent rose from approximately HK$5 million for the year ended 31 December 2010 to approximately HK$165 million for the year ended 31 December 2011 due to, among other factors, (i) exceptional losses associated with the GE license business and closure of such business and restructuring costs to reform the Group’s manufacturing operations; (ii) increase in minimum wages and acute shortage of labour in the Guangdong Province; (iii) new charges and levies imposed by local government; and (iv) rising cost of materials and commodities. Loss attributable to owners of the parent narrowed from approximately HK$165 million for the year ended 31 December 2011 to approximately HK$58 million for the year ended 31 December 2012 due to, among other factors, the discontinuation of the loss-making GE license business and the successful efforts to restructure and reform its operations, where the Group was able to achieve cost savings.

– 32 –

LETTER FROM FIRST SHANGHAI

2. Background of the Land Group

The Land Company is a wholly-owned subsidiary of CCT Telecom. The Land Group is principally engaged in the development of residential and commercial properties in the PRC. All the Properties are located in Anshan City, Liaoning Province, the PRC and are composed of completed properties, properties under development and vacant land, which have completed and planned saleable gross floor area of approximately 500,000 square meters in total, further details of which are set out in the letter from the Board of the Circular.

The table below is a summary of the key information on the financial performance of the Land Group for each of the years ended 31 December 2010, 2011 and 2012 as extracted from the accountants’ report of the Land Group set out in Appendix II to the Circular.

				Annual	Annual
				growth	growth
	For the year ended 31		December	from 2010	from 2011
	2010	2011	2012	to 2011	to 2012
	HK$ million	HK$ million	HK$ million
	(Audited)	(Audited)	(Audited)
Revenue	85	259	139	205%	–46%
Gross profit	25	72	37	188%	–49%
Profit before tax	11	45	14	309%	–69%
Profit after tax	8	28	8	250%	–71%

Revenue of the Land Group fluctuated from approximately HK$85 million for the year ended 31 December 2010 to approximately HK$259 million for the year ended 31 December 2011 and to approximately HK$139 million for the year ended 31 December 2012. We are advised by the management of the Group that such fluctuations reflected the development and sales status of the property projects of the Land Group, where the development of properties usually takes substantial time to complete and the volume of properties sold fluctuates on a yearly basis, depending on the market situation. We are advised by the management of the Group that the performance of the Land Group for the year ended 31 December 2012 was adversely affected by slower property market in the PRC, led by the continuing tightening policies of the Chinese leaders on housing market. Gross profit margin of the Land Group continuously lowered from approximately 29% for the year ended 31 December 2010 to approximately 28% for the year ended 31 December 2011 and to approximately 27% for the year ended 31 December 2012. We are advised by the management of the Group that the continuous decline in gross profit margin from the year ended 31 December 2010 to the year ended 31 December 2012 was mainly attributable to the increase in building costs due to inflation and increase in prices of building materials. The Land Group recorded net profit after tax of approximately HK$8 million, HK$28 million and HK$8 million, representing net profit margin of approximately 9%, 11% and 6%, for each of the years ended 31 December 2010, 2011 and 2012, respectively. We are advised by the management of the Group that (i) the improvement in net profit margin for the year ended 31 December 2011 was mainly attributable to the significant increase in revenue, which therefore reduced the rate of fixed overhead such as administrative expenses as a percentage of revenue; whereas (ii) the decline

– 33 –

LETTER FROM FIRST SHANGHAI

in net profit margin for the year ended 31 December 2012 was mainly attributable to the combined effect of reduction in gross profit margin as discussed above and the increase in the rate of fixed overhead as a percentage of revenue, led by the drop in revenue.

Set out in the table below is the breakdown of the audited financial position of the Land Group as at 31 December 2012 as extracted from Appendix II to the Circular.

Non-current assets Current assets Total assets Non-current liabilities Current liabilities Total liabilities Net assets attributable to owners of the parent Non-controlling interests Net assets	As at 31 December 2012 HK$ million (Audited) 1 850
	851
	— 788
	788
	63 —
	63

As shown in the above table, net assets of the Land Group amounted to approximately HK$63 million as at 31 December 2012. Current assets primarily represented completed properties held for sale of approximately HK$351 million, properties under development of approximately HK$248 million and prepayments, deposits and other receivables of approximately HK$197 million (which included the prepayments for the acquisition of land use rights in relation to Site DN1 of approximately HK$192 million). Non-current assets represented property, plant and equipment of approximately HK$1 million. Current liabilities primarily comprised the Shareholder’s Loan of approximately HK$663 million, interest-bearing bank borrowings of approximately HK$63 million and trade payables of approximately HK$44 million.

– 34 –

LETTER FROM FIRST SHANGHAI

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

The Group has incurred significant losses in the Telecom Product Business in the recent years. As stated in the letter from the Board of the Circular, the business environment of the Telecom Product Business would remain uncertain and difficult going forward, where the keen competition, the acute shortage of labour in Guangdong Province and the rising price of materials and wages are the major uncertain factors that may continue to impact on the performance of the Telecom Product Business in the coming years. Furthermore, the euro sovereign debt crisis remains the biggest risk to world economy, which may adversely affect the major markets of the Telecom Product Business. We have reviewed public industry information published on the website of iSuppli Corporation (‘‘iSuppli’’), which provides services ranging from electronic component research to device-specific application market forecasts, and we note that the industry information published by iSuppli has been quoted in, among other publications, the listing documents of several Hong Kong listed companies. Based on the article titled ‘‘Consumer Electronics Revenue Growth to Start Slowing by 2015’’ dated 2 July 2012 published on the website of iSuppli, revenue from the consumer electronics industry was expected to grow from approximately US$284 billion in 2012 to approximately US$295 billion in 2015, representing a compound annual growth rate of approximately 1%, and the annual growth in 2015 would only be approximately 0.1%. According to the article, despite factory production was expected to rise, the continuous fall of consumer electronics equipment prices might lead the consumer electronics manufacturing revenue to a plateau by 2015. The industry growth projection as set out in the abovementioned article of iSuppli indicates that the Telecom Product Business will continue to operate in a low-growth business environment in coming years.

The Land Group has been profitable in the last three financial years. The Restructuring Transactions are expected to expand and diversify the business of the Group to include the Property Development Business, which has growth potential. We have reviewed industry information published on relevant PRC governmental websites, where we note that the total sale of commercialised buildings in Anshan City (being the city in which the Properties are located) increased from approximately RMB7 billion for the year ended 31 December 2008 to approximately RMB31 billion for the year ended 31 December 2012, representing a compound annual growth rate of approximately 45% during the last four years. According to the article titled ‘‘Anshan City 2013 Government Work Report’’ (鞍山市2013年政府工作報告) dated January 2013 published on the website of the Anshan Municipal Government, the total sale of commercialised buildings in Anshan City is expected to grow at a rate of over 15% for the year ending 31 December 2013. This data indicates that the Property Development Business may benefit from the potential growth of the property market in the city. Furthermore, according to the letter from the Board of the Circular, the Group may leverage on its long-term working relationship with the local government and business experience in Guangdong Province to assist the Land Group to identify land acquisition opportunities in this southern province and reduce the reliance of the Land Group to a single city.

– 35 –

LETTER FROM FIRST SHANGHAI

The Restructuring Transactions will allow the Group to benefit from the potential substantial revenue and cash flow contribution by the Land Group as its property projects are developed and sold in the future. Furthermore, as stated in the letter from the Board of the Circular, the Land Group is lowly geared with the Properties comprising the majority of its assets and hence, the Restructuring Transactions may enhance the financial position of the Group. As disclosed in the letter from the Board of the Circular, the assets and revenue of the Land Group are primarily denominated in RMB, the exchange rate of which has appreciated against HK$ in the recent years and has risen to a historical high since the execution of the Agreement. The Board expects RMB will continue to appreciate against HK$ in the future. As such, the Enlarged Group may benefit from the potential significant exchange gain that may arise from RMB denominated assets and revenue of the Land Group, which will be classified as a translation gain and recognised as other comprehensive income in the consolidated statement of comprehensive income of the Enlarged Group.

In addition, the Consideration will be fully settled by way of the issue of the Promissory Note by the Company, which will have a term of three years and will not bear any interest. Therefore, the Restructuring Transactions will allow the Group to own almost the entire shareholding interest in the Land Group without any significant immediate cash flow burden. As such, the Group can preserve its cash resources for business development or other working capital needs.

Having principally considered that: (i) the Group has been loss-making in the recent years and the expected growth rate of the consumer electronics industry is low; (ii) the Land Group has been profitable in the last three financial years and the relevant industry has growth potential; (iii) the Restructuring Transactions are expected to expand and diversify the business of the Group, which can broaden the revenue source of the Group; (iv) the Restructuring Transactions will allow the Group to benefit from the potential substantial revenue and cash flow contribution by the Land Group; (v) the Consideration will be fully settled by way of the issue of the interest-free Promissory Note, which will not impose any significant immediate cash flow burden to 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 the Company and the Shareholders as a whole.

4. Principal terms of the Agreement

The Company or its designated nominee(s) will subscribe for the Subscription Shares at par value of US$1.00 each. Immediately after Completion, the Company (or its designated nominee(s)) will beneficially own approximately 99.995% of the then total issued capital of the Land Company as enlarged by the Subscription Shares. The Company or its designated nominee(s) will also acquire the Shareholder’s Loan from CCT Telecom at face value. Pursuant to the Agreement, the Consideration of HK$900 million is for (i) CCT Telecom agreeing to the Subscription and the consequential dilution of its shareholding interest in the Land Company; and (ii) the Assignment of the Shareholder’s Loan. The Consideration will be fully satisfied by the issue of the Promissory Note by the Company.

– 36 –

LETTER FROM FIRST SHANGHAI

(a) The Consideration

As detailed in the letter from the Board of the Circular, the Consideration of HK$900 million was determined based on a discount of approximately 8% to the adjusted net asset value of the Land Group (the ‘‘Adjusted NAV’’), which represents the net total of (i) the market value of the Properties (including the indicative market value of Site DN1) of approximately HK$1,053 million as at 31 March 2013 as appraised by Grant Sherman, the valuation report of which is set out in Appendix IV to the Circular (the ‘‘Valuation Report’’); and (ii) the unaudited consolidated other net liabilities of the Land Group of approximately HK$79 million as at 31 March 2013, which excluded the book values of the Properties and the Shareholder’s Loan as at 31 March 2013.

Given that the Consideration was primarily based on the Adjusted NAV, a principal component of which was the appraised value of the Properties, we have reviewed the Valuation Report and discussed with Grant Sherman regarding the methodology of and the principal bases and assumptions adopted for the valuation of the Properties. Moreover, we have interviewed Grant Sherman as to its expertise and reviewed its terms of engagement. Furthermore, based on our discussion with Grant Sherman and the management team of the Group, we understand that (i) apart form the provision of independent valuation services, Grant Sherman has no other current or prior relationships with the Company, CCT Telecom and the connected persons of either of them; and (ii) the Company or CCT Telecom has not made any formal or informal representations to Grant Sherman in relation to the valuation of the Properties. We understand that Grant Sherman has primarily adopted the direct comparison approach, which is a common valuation approach for property development projects similar to the Properties, and we have not identified any major factors which cause us to doubt the fairness and reasonableness of the principal bases and assumptions adopted for the valuation of the Properties during the course of our discussion with Grant Sherman. According to the Valuation Report, Grant Sherman has not assigned any commercial value to Site DN1 due to the absence of the State-owned Land Use Rights Certificate, but has indicated a market value for Site DN1 by way of a note to be approximately HK$302 million, assuming such certificate was obtained. Having primarily taken into account that, as stated in the letter from the Board of the Circular, (i) the land premium and the land grant fee of Site DN1 have already been settled in full; and (ii) based on PRC legal opinion, there is no legal impediment in obtaining the Stateowned Land Use Rights Certificate for Site DN1, we consider the inclusion of the indicative market value of Site DN1 in the calculation of the Adjusted NAV to be acceptable.

– 37 –

LETTER FROM FIRST SHANGHAI

We consider a comparative analysis, such as a price to book or a price to earnings ratio analysis, is not meaningful for this case after having collectively considered (i) the Consideration of HK$900 million involves the bundled transactions of both the procurement of equity interests in the Land Company and the acquisition of the Shareholder’s Loan, which has a face value of over HK$660 million and comprises the majority of the Consideration; (ii) the book value of the Properties comprised over 90% of the total assets of the Land Group as at 31 December 2012 and the Consideration was calculated based on, among other things, the appraised value of the Properties, which reflects the market value of the Properties; (iii) the other minor items on the balance sheet of the Land Group will be valued based on their respective book values; (iv) the values of property companies are derived based on, among other principal factors, the prospects of the properties to be developed, but the calculations of price ratios are based on historical financial information and are not able to reflect the value of such factor; (v) the prospect of the properties to be developed, which is a key factor in determining the value of property companies, could vary due to, among other factors, their location, type and size of property projects, purposes and grade, local property market condition and government policies. However, the prospects of the subject properties held by other property companies may not be (and also we may not able to closely investigate and ascertain whether they all are) highly comparable with those of the Land Group; and (vi) the Consideration will be fully settled by the Promissory Note, which is interest-free and its terms are favourable to the Company, whereas the settlement terms for transactions related to other listed property companies could be very much different from this case. We consider our current assessment, where we note that the Consideration represents a discount to the Adjusted NAV (calculated based on the book value of the Shareholder’s Loan, the appraised value of the Properties and the book value of the other minor components of the balance sheet of the Land Group), to be appropriate and sufficient to justify our opinion on the fairness and reasonable of the Consideration.

Taking into account, in particular, that: (i) the Properties are the principal assets of the Land Group; (ii) the growth potential of the Property Development Business; (iii) the Consideration represents a discount of approximately 8% to the Adjusted NAV, which is calculated primarily with reference to the market value of the Properties, appraised by Grant Sherman, and the net book value of the consolidated other net liabilities of the Land Group, as at 31 March 2013; (iv) we have not identified any major factors which cause us to doubt the fairness and reasonableness of the principal basis and assumptions adopted for the valuation of the Properties; and (v) the Consideration will be fully settled by the issue of the interest-free Promissory Note as further elaborated below, 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.

– 38 –

LETTER FROM FIRST SHANGHAI

(b) The Promissory Note

The Promissory Note will have a term of three years and will be interest-free and unsecured. The outstanding principal amount of the Promissory Note will be repayable on the maturity date and the Company has a right to prepay any principal amount of the Promissory Note equal to or exceeding HK$1 million by giving CCT Telecom five Business Days’ prior written notice. We have reviewed the 2012 Annual Report and we note that the non-current secured bank loans of the Group had effective interest rate ranged from approximately 2.31% to 7.05% for the year ended 31 December 2012. Comparing the terms of external borrowings of the Group with the terms of the Promissory Note, we take the view that the principal terms of the Promissory Note are favourable to the Company.

We are advised by the Board that alternative financing methods had also been considered for the Group to fund the Consideration, which included the utilisation of internal cash resources, borrowings from external sources, the issue of consideration Shares and the conduct of a rights issue or an open offer. The Board considers that the issue of the Promissory Note to be the best method to fund the Consideration because (i) the utilisation of internal cash resources of the Group would have a negative impact on the liquidity of the Group as such resources might instead be better utilised for business development or other working capital needs; (ii) external borrowing is not easy under current tightening financial policy of real estate borrowings in the PRC and external borrowing would increase gearing of the Group and would involve significant interest costs and security; (iii) the issue of consideration Shares would dilute the equity interests of the Independent Shareholders; and (iv) a rights issue or an open offer may take considerable time to complete and might dilute the interest of the Independent Shareholders. Hence, we concur with the Board that the issue of the Promissory Note, which can preserve cash resources, save interest payment, avoid dilution of equity interests of the Independent Shareholders and can be efficiently arranged, is viable and acceptable.

Based on the above, in particular, the Promissory Note bears no interest and is unsecured, 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.

– 39 –

LETTER FROM FIRST SHANGHAI

5. Possible financial effects of the Restructuring Transactions

(a) Net profit

Upon Completion, each member of the Land Group will become a subsidiary of the Company (which will own almost the entire shareholding interest in each of them) and the results of the Land Group will be consolidated in the accounts of the Group. As disclosed in the 2012 Annual Report, the Group incurred loss attributable to owners of the parent of approximately HK$58 million for the year ended 31 December 2012. Based on the pro forma consolidated income statement of the Enlarged Group set out in Appendix III to the Circular, prepared on the assumption that the Restructuring Transactions were completed on 1 January 2012, the Enlarged Group would have recorded a net loss attributable to owners of the parent of approximately HK$26 million for the year ended 31 December 2012. Such reduction in the pro forma net loss was led primarily by the estimated one-off gain from a bargain purchase of approximately HK$50 million (the ‘‘One-off Gain’’), the net profit attributable to owners of the parent of the Land Group for the year ended 31 December 2012 of approximately HK$8 million, less the imputed finance cost relating to the Promissory Note of approximately HK$25 million and less the estimated expenses and professional fees relating to the Restructuring Transactions of approximately HK$1 million. The Independent Shareholders should note that the actual amount of the One-off Gain is subject to the reassessment of the fair values of the net identifiable assets and liabilities of the Land Group and their book values as at the Completion Date. The Independent Shareholders should also note that the imputed finance cost relating to the Promissory Note will have continuing effect on the pro forma consolidated income statement of the Enlarged Group during the term of the Promissory Note. Nonetheless, we are advised by the management of the Group that it is only an accounting entry and will not involve any cash outflow from the Enlarged Group.

(b) Net assets

Upon Completion, each member of the Land Group will become a subsidiary of the Company and the assets, liabilities and reserve of the Land Group will be consolidated in the accounts of the Group. As disclosed in the 2012 Annual Report, the Group had net assets attributable to owners of the parent of approximately HK$491 million as at 31 December 2012. Based on the pro forma consolidated statement of financial position for the Enlarged Group set out in Appendix III to the Circular (the ‘‘Pro Forma Consolidated Statement of Financial Position’’), which was prepared on the assumption that the Restructuring Transactions were completed on 31 December 2012, the Enlarged Group would have recorded net assets attributable to owners of the parent of approximately HK$540 million as at 31 December 2012. In arriving at the pro forma net assets of the Enlarged Group, the fair value of the Promissory Note to satisfy the Consideration had been recognised as non-current liability in the Pro Forma Consolidated Statement of Financial Position. We are advised by the management of the Group that the improvement in the pro forma net assets of the Enlarged Group as compared with the net assets of the Group was primarily attributable to the One-off Gain. The Independent

– 40 –

LETTER FROM FIRST SHANGHAI

Shareholders should also note that the actual increase in the net assets of the Enlarged Group will depend on the actual amount of the One-off Gain which is subject to the reassessment on the Completion Date, as elaborated in paragraph (a) above.

(c) Working capital and gearing

As disclosed in the 2012 Annual Report, the Group had cash and cash equivalents of approximately HK$263 million as at 31 December 2012. With reference to the Pro Forma Consolidated Statement of Financial Position, the Enlarged Group would have recorded cash and cash equivalents of approximately HK$281 million as at 31 December 2012, after consolidation of the cash and cash equivalents of the Land Group.

According to the 2012 Annual Report, the gearing ratio of the Group, calculated by dividing total borrowings by the sum of total borrowings and net assets, was approximately 49% as at 31 December 2012. Based on the Pro Forma Consolidated Statement of Financial Position, the gearing ratio of the Enlarged Group would be increased to approximately 50% as at 31 December 2012. In calculating the pro forma gearing ratio of the Enlarged Group, the Promissory Note had been excluded and had not been treated as borrowings. It is because the Promissory Note, having a term of three years and being interest-free, represents deferred payment of the Consideration and is not a normal commercial loan or borrowing. Taking into account, in particular, (i) the increase in gearing ratio is only approximately 1% and is insignificant; (ii) the issue of the Promissory Note facilitates the Group to own almost the entire shareholding interest in the Land Group without any significant immediate cash flow burden; (iii) the Land Group may potentially generate substantial revenue and cash flow to the Group as its property projects are developed and sold in the future, which will improve the financial position of the Enlarged Group; and (iv) the other benefits of the Restructuring Transactions, particularly the prospects of the Land Group, as discussed above, we consider the insignificant increase in gearing ratio to be acceptable.

RECOMMENDATION

Having considered the above principal factors and reasons, we are of the view that the entering into of the Agreement and the Restructuring Transactions are in the interests of the Company 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 and ratify the Agreement and to approve the Restructuring Transactions, including the issue of the Promissory Note by the Company to satisfy the Consideration.

Yours faithfully, For and on behalf of

First Shanghai Capital Limited

Eric Lee

Eric Lee Fanny Lee Managing Director Managing Director

– 41 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

1. FINANCIAL INFORMATION OF THE GROUP

The financial information of the Group: (i) for the year ended 31 December 2010 is disclosed on pages 36 to 91 of the 2010 annual report of the Company, which was published on 29 March 2011; (ii) for the year ended 31 December 2011 is disclosed on pages 38 to 93 of the 2011 annual report of the Company, which was published on 29 March 2012; and (iii) for the year ended 31 December 2012 is disclosed on pages 40 to 95 of the 2012 annual report of the Company, which was published on 27 March 2013.

All these financial statements have been published on the website of the Stock Exchange (http:www.hkexnews.hk) and the website of the Company (http:www.cct-tech.com.hk/eng/investor/annual.php).

2. MANAGEMENT DISCUSSION AND ANALYSIS OF THE GROUP

(a) Management discussion and analysis of the Group for the year ended 31 December 2010

During 2010, the Group was principally engaged in the manufacturing and sale of telecom and electronic products and accessories which accounted for 100% of the turnover of the Group.

Turnover of the Group in 2010 amounted to HK$1,573 million which represented an increase of 8.8% as compared to that of 2009.

Despite generally adverse business environment, the Group continued to achieve improved result performance in 2010. The Group’s net loss narrowed from approximately HK$19 million in 2009 to only approximately HK$5 million in 2010, a reduction of 73.7%.

Capital structure and gearing ratio

The Group’s gearing ratio increased to approximately 35.3% as at 31 December 2010 (31 December 2009: 25.3%) as a result of net increase of the bank and other borrowings during 2010. Taking into account the pledged time deposits and the free cash on hand, the Group, however, did not have any net borrowings, indicating the healthy financial position of the Group.

The Group’s outstanding bank and other borrowings increased to approximately HK$389 million as at 31 December 2010 (31 December 2009: HK$243 million). The increase mainly represented additional bank loans to cope with working capital requirements. As at 31 December 2010, the maturity profile of the Group’s bank and other borrowings falling due within one year, in the second to the fifth year and in the sixth to the tenth year amounted to HK$264 million, HK$82 million and HK$43 million respectively (31 December 2009: HK$243 million, Nil and Nil respectively).

– 42 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

All of the Group’s bank and other borrowings were borrowed to finance the ordinary business of the Group. There was no material effect of seasonality on the Group’s borrowing requirements.

Liquidity and financial resources

The Group’s financial position remains healthy. The current ratio of the Group improved to 125.5% as at 31 December 2010 from 110.2% as at 31 December 2009. Among the total cash balance of HK$471 million (31 December 2009: HK$411 million), approximately HK$83 million (31 December 2009: HK$62 million) was pledged for general banking facilities

In view of the Group’s cash position, funds enerated from the operations and the unutilised banking facilities available, the Group maintained a sound financial position and had sufficient resources to finance its operations and its future expansion plan, at the end of 2010.

Capital commitments

As at 31 December 2010, capital commitment of the Group amounted to approximately HK$9 million (31 December 2009: HK$4 million). The capital commitment would be funded partly by internal resources and partly by bank borrowings.

Treasury management

The Group employs a conservative approach to cash management and risk control. To achieve better risk control and efficient fund management, the Group’s treasury activities are centralised.

During 2010, the Group’s receipts were mainly denominated in US dollar, with some in Hong Kong dollar and the Euro. Payments were mainly made in Hong Kong dollar, US dollar and RMB and some made in Euro. Cash was generally placed in short-term deposits and medium-term deposits denominated in Hong Kong dollar and US dollar. As at 31 December 2010, the Group’s borrowings were mainly denominated in Hong Kong dollar and US dollar. At the end of 2010, the Group’s borrowings were principally made on a floating rate basis.

– 43 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

The objective of the Group’s treasury policies is to minimise risks and exposures due to the fluctuations in foreign currency exchange rates and interest rates. The Group does not have any significant interest rate risk as the interest rates currently remain at extremely low level. In terms of foreign exchange exposures, the Group is principally exposed to two major currencies, namely the US dollar in terms of receipts and RMB in terms of the production costs (including workers’ wages and overhead) in the PRC. For US dollar exposure, since the Hong Kong dollar remains pegged to the US dollar, the exchange fluctuation is not expected to be significant. In addition, as large portion of the Group’s purchases are also made in US dollar, which are to be paid out of the Group’s sales receipts in US dollars, the management considers that the foreign exchange exposure risk for the US dollar is not material.

For RMB exposure, as wages and overhead of the Group’s factories in the PRC are paid in RMB, the Group’s production costs will rise due to the possible further appreciation of RMB. Despite call from the US for faster appreciation of RMB against the US dollar, the Board believed that the PRC government would only allow RMB to appreciate against the US dollar modestly in 2011 in order not to cause too much damage to the Chinese economy.

Acquisitions and disposals of material subsidiaries and associates

The Group did not acquire or dispose of any material subsidiaries and associates during 2010.

Significant investment

The Group did not hold any significant investment as at 31 December 2010 (31 December 2009 : Nil).

Pledge of assets

As at 31 December 2010, certain of the Group’s assets with a net book value of HK$468 million (31 December 2009: HK$461 million) and time deposits of approximately HK$83 million (31 December 2009: HK$62 million) were pledged to secure the general banking facilities granted to the Group.

Contingent liabilities

As at 31 December 2010, the Group did not have any significant contingent liabilities.

– 44 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

Employees and remuneration policy

The total number of employees of the Group as at 31 December 2010 was 4,685 (31 December 2009: 5,108). The Group’s remuneration policy is built on principle of equality, motivating, performance-oriented and market-competitive remuneration package to employees. Remuneration packages are normally reviewed on an annual basis. Apart from salary payments, other staff benefits include provident fund contributions, medical insurance coverage and performance related bonuses. Share options may also be granted to eligible employees and persons of the Group. At 31 December 2010, there were outstanding share options of approximately 600,000,000 (31 December 2009: 600,000,000).

(b) Management discussion and analysis of the Group for the year ended 31 December 2011

During 2011, the Group continued to focus on the Telecom Product Business as its core business which accounted for 100% of the turnover of the Group.

Turnover of the Group in 2011 amounted to HK$1,553 million, representing a 1.3% decrease over the HK$1,573 million for the last corresponding year. Adversely impacted by surging operating costs, the gross profit and gross margin ratio dropped from HK$108 million and 6.9% respectively in 2010 to only HK$47 million and 3.0% respectively in 2011.

During 2011, the Group encountered numerous challenges led by various events occurred globally (the ‘‘Material Adverse Events’’), details of which have been disclosed in the Company’s announcement dated 29 December 2011. The Material Adverse Events had caused the Group to terminate the license agreement with GE Trademark Licensing, Inc. (‘‘GE’’) with effect from 31 December 2011 (the ‘‘Discontinuation’’) and then to discontinue the business of manufacturing and distributing the GE licensed products worldwide (the ‘‘License Business’’). As a result of the Material Adverse Events, the Group incurred certain one-off costs and losses in an aggregate amount of HK$107 million (the ‘‘Exceptional Losses’’) associated with the License Business, the Discontinuation and the measures to restructure the Group’s manufacturing operations. These Exceptional Losses had material negative impact on the Group’s results for the year ended 31 December 2011.

As a result of rising costs and the Exceptional Losses, the Group’s net loss rose to HK$165 million in 2011, as compared with a loss of only HK$5 million in 2010.

Capital structure and gearing ratio

The Group’s gearing ratio increased to approximately 46.3% as at 31 December 2011 (31 December 2010: 35.3%) as a result of net increase of the bank and other borrowings during 2011. Taking into account the pledged time deposits, the unpledged time deposits and the free cash on hand, the Group, however, did not have any net borrowings, indicating the healthy financial position of the Group.

– 45 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

The Group’s outstanding bank and other borrowings increased to approximately HK$473 million as at 31 December 2011 (31 December 2010: HK$389 million), due mainly to the additional Hong Kong dollar loans of approximately HK$126 million borrowed for hedging RMB appreciation. As at 31 December 2011, the maturity profile of the Group’s bank and other borrowings falling due within one year, in the second to the fifth year and beyond five years amounted to HK$368 million, HK$86 million and HK$19 million respectively (31 December 2010: HK$264 million, HK$82 million and HK$43 million respectively).

All of the Group’s bank and other borrowings were borrowed to finance the ordinary business of the Group and for hedging against RMB exposure. There was no material effect of seasonality on the Group’s borrowing requirements.

Liquidity and financial resources

The Group’s current ratio as at 31 December 2011 maintained at a healthy level of 109.2% (31 December 2010: 125.5%). The decline in current ratio is caused by additional Hong Kong dollar borrowings to hedge against RMB exposure. Among the total cash balance of HK$545 million, approximately HK$217 million (31 December 2010: HK$83 million) was pledged for general banking facilities and for arrangement of hedging RMB appreciation.

In view of the Group’s cash position and the unutilised banking facilities available, the Group maintained a sound financial position and had sufficient resources to finance its operations and its future expansion plan, at the end of 2011.

Capital commitments

As at 31 December 2011, capital commitment of the Group amounted to approximately HK$4 million (31 December 2010: HK$9 million). The capital commitment would be funded partly by internal resources and partly by bank borrowings.

Treasury management

The Group employs a conservative approach to cash management and risk control. To achieve better risk control and efficient fund management, the Group’s treasury activities are centralised.

During the financial year 2011, the Group’s receipts were mainly denominated in US dollar, with some in Hong Kong dollar and the Euro. Payments were mainly made in Hong Kong dollar, US dollar and RMB and some made in Euro. Cash was generally placed in short-term deposits denominated in Hong Kong dollar, US dollar and RMB. As at 31 December 2011, the Group’s borrowings were mainly denominated in Hong Kong dollar, US dollar and RMB and interest on the borrowing was principally determined on a floating rate basis.

– 46 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

The objective of the Group’s treasury policies is to minimise risks and exposures due to the fluctuations in foreign currency exchange rates and interest rates. The Group does not have any significant interest rate risk as the interest rates currently remain at extremely low level. In terms of foreign exchange exposures, the Group is principally exposed to two major currencies, namely the US dollar in terms of receipts and the RMB in terms of the production costs (including workers’ wages and overhead) in the PRC. For US dollar exposure, since the Hong Kong dollar remains pegged to the US dollar, the exchange fluctuation is not expected to be significant. In addition, as large portion of the Group’s purchases are also made in US dollar, which are to be paid out of the Group’s sales receipts in US dollar, the management considers that the foreign exchange exposure risk for the US dollar is not material.

As for RMB exposure, as wages and overhead of the Group’s factories in the PRC are paid in RMB, the Group’s production costs will rise due to the further appreciation of RMB. During 2011, some of the Group’s surplus funds in Hong Kong dollars were converted into RMB. These RMB funds had been placed on shortterm deposits to secure equivalent amount of Hong Kong dollar loans, which had been drawn down to finance working capital of the Group. As the group would be entitled to the exchange gain that might be generated from further appreciation of the RMB deposits, the Group considered such initiative to be an effective way to hedge a substantial part of the Group’s exposure against RMB depreciation.

Acquisition and disposals of material subsidiaries and associates

The Group did not acquire or dispose of any material subsidiaries and associates during 2011.

Significant investment

The Group did not hold any significant investment as at 31 December 2011 (31 December 2010 : Nil).

Pledge of assets

As at 31 December 2011, certain of the Group’s assets with net book value of HK$467 million (31 December 2010: HK$468 million) and time deposits of approximately HK$217 million (31 December 2010: HK$83 million) were pledged to secure the general banking facilities granted to the Group to finance operations and for hedging RMB exposure.

Contingent liabilities

As at 31 December 2011, the Group did not have any significant contingent liabilities.

– 47 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

Employees and remuneration policy

The total number of employees of the Group as at 31 December 2011 was 4,247 (31 December 2010: 4,685). The Group’s remuneration policy is built on principle of equality, motivating, performance-oriented and market-competitive remuneration package to employees. Remuneration packages are normally reviewed on an annual basis. Apart from salary payments, other staff benefits include provident fund contributions, medical insurance coverage and performance related bonuses. Share options may also be granted to eligible employees and persons of the Group. At 31 December 2011, there were outstanding share options of approximately 600,000,000 shares (31 December 2010: 600,000,000 shares).

(c) Management discussion and analysis of the Group for the year ended 31 December 2012

During 2012, the Group was principally engaged in the Telecom Product Business, which accounted for 100% of the turnover of the Group.

The Group’s turnover amounted to HK$1,342 million in 2012, representing a 13.6% decrease over the HK$1,553 million in 2011, primarily caused by the discontinuation of the GE license business and lower sales from the ODM business. This was partially offset by higher revenue from CMS and the first-year contribution from the child product business acquired from CCT Telecom.

During 2012, income tax charges were HK$33 million higher than in 2011, caused by a one-time compromise settlement in relation to a Hong Kong tax review for the past years. Despite all these, the Group’s reported net loss narrowed by 64.8% from HK$165 million in 2011 to HK$58 million in 2012, thanks to the Group’s successful efforts to restructure and reform its operations.

Capital structure and gearing ratio

The Group’s gearing ratio increased to 49.4% as at 31 December 2012 (31 December 2011: 46.3%) as a result of net increase of the bank and other borrowings.

The Group’s outstanding bank and other borrowings increased to HK$479 million as at 31 December 2012 (31 December 2011: HK$473 million). The maturity profile of the Group’s bank and other borrowings falling due within one year, in the second to the fifth year and beyond five years amounted to HK$397 million, HK$82 million and nil respectively (31 December 2011: HK$368 million, HK$86 million and HK$19 million respectively).

Out of the Group’s bank and other borrowings, a total HK$379 million (31 December 2011: HK$358 million) bank loans were borrowed to finance the ordinary business of the Group and the balance of HK$100 million (31 December 2011: HK$115 million) were Hong Kong dollar loans fully secured by RMB deposits for hedging against RMB appreciation exposure. There was no material effect of seasonality on the Group’s borrowing requirements.

– 48 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

Liquidity and financial resources

Current ratio maintained at a healthy level of 107.5% (31 December 2011: 109.2%). Among the total cash balance of HK$457 million, deposits with an aggregate amount of HK$186 million (31 December 2011: HK$217 million) were pledged for general banking facilities and for hedging RMB appreciation.

In view of the Group’s cash position and the unutilised banking facilities available, the Group continued to maintain a sound financial position and had sufficient resources to finance its operations and its future expansion plan, at the end of 2012.

Capital commitments

As at 31 December 2012, capital commitment of the Group amounted to HK$2 million (31 December 2011: HK$4 million). The capital commitment will be funded partly by internal resources and partly by bank borrowings.

Treasury management

The Group employs a conservative approach to cash management and risk control. To achieve better risk control and efficient fund management, the Group’s treasury activities are centralised.

During the financial year 2012, the Group’s receipts were mainly denominated in US dollar. Payments were mainly made in Hong Kong dollar, US dollar and RMB. Cash was generally placed in short-term deposits denominated in Hong Kong dollar, US dollar and RMB. In 2012, the Group’s borrowings were mainly denominated in Hong Kong dollar, US dollar and RMB and interest on the borrowing was principally determined on a floating rate basis.

The objective of the Group’s treasury policies is to minimise risks and exposures due to the fluctuations in foreign currency exchange rates and interest rates. The Group does not have any significant interest rate risk as the interest rates currently remain at extremely low level. In terms of foreign exchange exposures, the Group is principally exposed to two major currencies, namely the US dollar in terms of receipts and the RMB in terms of the production costs (including workers’ wages and overhead) in the PRC. On the US dollar exposure, since the Hong Kong dollar remains pegged to the US dollar, the exchange fluctuation is not expected to be significant. In addition, as large portion of the Group’s purchases are also made in US dollar, which are to be paid out of the Group’s sales receipts in US dollar, the management considers that the foreign exchange exposure risk for the US dollar is not material.

– 49 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

As for RMB exposure, since the Group’s factory wages and overhead are paid in RMB, the Group’s production costs will rise due to the further appreciation of RMB. During 2012, the Group continued to employ the arrangement of borrowing Hong Kong dollars against pledge of RMB denominated deposits in order to hedge against RMB appreciation exposure. Despite the fluctuation in RMB in 2012, the Group considered such arrangements could hedge part of the Group’s exposure against RMB appreciation in the long run.

Acquisition and disposals of material subsidiaries and associates

Save for the acquisition of child product business from CCT Telecom, the Group did not acquire or dispose of any material subsidiaries and associates during 2012.

Significant investment

The Group did not hold any significant investment as at 31 December 2012 (31 December 2011: Nil).

Pledge of assets

As at 31 December 2012, certain of the Group’s assets with a net book value of HK$499 million (31 December 2011: HK$467 million) and time deposits of HK$186 million (31 December 2011: HK$217 million) were pledged to secure the general banking facilities granted to the Group to finance operations and for hedging RMB exposure.

Contingent liabilities

The Group did not have any significant contingent liabilities as at 31 December 2012.

Employees and remuneration policy

The total number of employees of the Group as at 31 December 2012 was 4,690 (31 December 2011: 4,247). The Group’s remuneration policy is built on principle of equality, motivating, performance-oriented and market-competitive remuneration package to employees. Remuneration packages are normally reviewed on an annual basis. Apart from salary payments, other staff benefits include provident fund contributions, medical insurance coverage and performance related bonuses. Share options may also be granted to eligible employees and persons of the Group. At 31 December 2012, there was no outstanding share option (31 December 2011: 600,000,000 shares).

– 50 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

3. MANAGEMENT DISCUSSION AND ANALYSIS OF THE LAND GROUP

• (a) Management discussion and analysis of the Land Group for the year ended 31 December 2010

During 2010, the principal activity of the Land Group was the development of residential and commercial property projects in the Mainland China. The Property Development Business achieved its first year turnover of HK$85 million (31 December 2009: Nil) attributable to the completion of development of the first phase of Tiexi Project in the Anshan City. The net operating profit of the Land Group before taxation was HK$11 million in 2010, attributable to sale of completed housing units of Landmark City Phase I. The Land Group delivered a first-year net profit after taxation of HK$8 million in 2010.

Capital structure and gearing ratio

Outstanding bank borrowings of the Land Group amounted to HK$24 million at 31 December 2010.

As the Shareholder’s Loan is a quasi-investment made by the holding company of the Land Company, it is regarded as equity for the purpose of calculating gearing ratio of the Land Group. The adjusted gearing ratio of the Land Group was calculated by dividing total bank borrowings by the sum total of the equity (including the Shareholder’s Loan) and the total bank borrowings and such gearing ratio was only 4.0% as at 31 December 2010.

As at 31 December 2010, the maturity profile of the bank borrowings of the Land Group falling due within one year amounted to HK$24 million. There was no material effect of seasonality on the Land Group’s borrowing requirements.

Liquidity and financial resources

The Land Group’s current ratio as at 31 December 2010 was 98.8%. Current liabilities primarily consisted of the Shareholder’s Loan due to holding company, which was interest-free and had no fixed terms of repayment. If the Shareholder’s Loan is treated as equity and excluded, the adjusted current ratio of the Land Group as at 31 December 2010 would be 681.6%. The Land Group maintained a sound financial position and it had sufficient resources to finance its operations and its future expansion plan, at the end of 2010.

Capital commitments

As at 31 December 2010, capital commitment of the Land Group amounted to approximately HK$11 million (31 December 2009: HK$42 million), which represented certain construction cost of one of the property development projects. The capital commitment would be funded partly by internal resources and partly by bank borrowings.

– 51 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

Treasury management

The Land Group employs a conservative approach to cash management and risk control. To achieve better risk control and efficient fund management, the Land Group’s treasury activities are centralised.

The objective of the Land Group’s treasury policies is to minimise risks and exposures due to the fluctuations in foreign currency exchange rates and interest rates. The only foreign exchange risk of the Land Group is RMB. As RMB appreciated against Hong Kong dollars during 2010, the Land Group did not have any exposure to foreign exchange loss in 2010. On the other hand, an exchange gain of HK$19 million was recognised as other comprehensive income in 2010 due to appreciation of RMB, which gave rise to an exchange gain on translation of the books of accounts of the project companies in Anshan into Hong Kong dollars. The Land Group did not have any significant interest rate risk in 2010 either as the Land Group did not have significant outside borrowings at the end of 2010.

Acquisition and disposals of material subsidiaries and associates

The Land Group did not acquire or dispose of any material subsidiaries and associates during 2010.

Significant investment

There was no significant investment of the Land Group as at 31 December 2010 (31 December 2009: Nil).

Pledge of assets

As at 31 December 2010, certain completed properties held for sale situated in Mainland China, which had an aggregate carrying amount of approximately HK$101 million, were pledged to a banker to secure the banking facilities granted to the Land Group.

Contingent liabilities

As at 31 December 2010, the Land Group did not have any contingent liabilities.

Employees and remuneration policy

The total number of employees of the Land Group as at 31 December 2010 was 34. The Land Group’s remuneration policy is built on principle of equality, motivating, performance-oriented and market-competitive remuneration package to employees. Remuneration packages are normally reviewed on an annual basis. Apart from salary payments, other staff benefits include provident fund contributions, medical insurance coverage and performance related bonuses.

– 52 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

(b) Management discussion and analysis of the Land Group for the year ended 31 December 2011

During 2011, the Land Group was principally engaged in the Property Development Business. The Land Group achieved remarkable growth in turnover to reach HK$259 million in 2011, up 204.7% as compared with the turnover of HK$85 million in 2010. The significant increase in turnover was driven by surge in sales of housing units and retail shops of the property projects in Anshan. As a result of increased turnover, the Land Group recorded a net operating profit of approximately HK$45 million in 2011, which rose 309.1% from the HK$11 million operating profit in 2010. The Land Group delivered a net profit after taxation of HK$28 million, up 250.0% mainly attributable to surge in turnover.

Capital structure and gearing ratio

Outstanding bank borrowings of the Land Group amounted to HK$61 million at 31 December 2011 (31 December 2010: HK$24 million). Additional bank loan was borrowed in 2011 to finance project development costs.

The Land Group’s gearing ratio was approximately 56.5% as at 31 December 2011. If the Shareholder’s Loan is treated as equity, the adjusted gearing ratio of the Land Group calculated by dividing the total bank borrowings by the sum total of the equity (including the Shareholder’s Loan) and the total bank borrowings was only 8.3% as at 31 December 2011.

As at 31 December 2011, the maturity profile of the bank borrowings of the Land Group falling due within one year amounted to HK$61 million (31 December 2010: HK$24 million). There was no material effect of seasonality on the Land Group’s borrowing requirements.

Liquidity and financial resources

The Land Group’s current ratio as at 31 December 2011 was 105.3% (31 December 2010: 98.8%). If the Shareholder’s Loan is treated as equity and excluded, the adjusted current ratio of the Land Group as at 31 December 2011 would be 412.1%. The Land Group continued to maintain a sound financial position and it had sufficient resources to finance its operations and its future expansion plan, at the end of 2011.

Capital commitments

As at 31 December 2011, capital commitment of the Land Group amounted to approximately HK$4 million (31 December 2010: HK$11 million), which represented certain construction cost of one of the property development projects. The capital commitment would be funded partly by internal resources and partly by bank borrowings.

– 53 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

Treasury management

The Land Group employs a conservative approach to cash management and risk control. To achieve better risk control and efficient fund management, the Land Group’s treasury activities are centralised.

The objective of the Land Group’s treasury policies is to minimise risks and exposures due to the fluctuations in foreign currency exchange rates and interest rates. The only foreign exchange risk of the Land Group is RMB. As RMB appreciated against Hong Kong dollars during 2011, the Land Group did not have any exposure to foreign exchange loss in 2011. On the other hand, an exchange gain of HK$25 million was recognised as other comprehensive income in 2011 due to appreciation of RMB, which gave rise to an exchange gain on translation of the books of accounts of the project companies in Anshan into Hong Kong dollars. The Land Group did not have any significant interest rate risk in 2011 either as the Land Group did not have significant outside borrowings at the end of 2011 and the interest rate of RMB did not rise much in 2011.

Acquisition and disposals of material subsidiaries and associates

The Land Group did not acquire or dispose of any material subsidiaries and associates during 2011.

Significant investment

There was no significant investment of the Land Group as at 31 December 2011 (31 December 2010: Nil).

Pledge of assets

As at 31 December 2011, certain completed properties held for sale situated in Mainland China, which had an aggregate carrying amount of approximately HK$151 million, were pledged to a banker to secure the banking facilities granted to the Land Group.

Contingent liabilities

As at 31 December 2011, the Land Group did not have any contingent liabilities.

– 54 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

Employees and remuneration policy

The total number of employees of the Land Group as at 31 December 2011 was 48 (31 December 2010: 34). The Land Group’s remuneration policy is built on principle of equality, motivating, performance-oriented and market-competitive remuneration package to employees. Remuneration packages are normally reviewed on an annual basis. Apart from salary payments, other staff benefits include provident fund contributions, medical insurance coverage and performance related bonuses.

(c) Management discussion and analysis of the Land Group for the year ended 31 December 2012

During 2012, the Property Development Business continued to be the principal business of the Land Group. The Land Group reported a turnover of HK$139 million in 2012 against HK$259 million in 2011. The decrease in turnover was caused by weaker market, especially in the second half of 2012 due to market correction led by the continuing tightening policies imposed the PRC government on the housing market. The Land Group delivered a net operating profit before tax of HK$14 million, representing HK$31 million lower than the year of 2011, due to less sales. Net profit after taxation was HK$8 million in 2012, down from HK$28 million in 2011, caused mainly by significant decrease in sales.

Capital structure and gearing ratio

Outstanding bank borrowings of the Land Group amounted to HK$63 million at 31 December 2012 (31 December 2011: HK$61 million).

The Land Group’s gearing ratio was approximately 50.0% (31 December 2011: 56.5%) as at 31 December 2012. If the Shareholder’s Loan is treated as equity, the adjusted gearing ratio of the Land Group calculated by dividing the total bank borrowings by the sum total of the equity (including the Shareholder’s Loan) and the total bank borrowings was only 8.0% as at 31 December 2012.

As at 31 December 2012, the maturity profile of the bank borrowings of the Land Group falling due within one year amounted to HK$63 million (31 December 2011: HK$61 million). There was no material effect of seasonality on the Land Group’s borrowing requirements.

Liquidity and financial resources

The Land Group’s current ratio as at 31 December 2012 was 107.9% (31 December 2011: 105.3%). If the Shareholder’s Loan is treated as equity and excluded, the adjusted current ratio of the Land Group as at 31 December 2012 would be 680.0%. The Land Group continued to maintain a sound financial position and it had sufficient resources to finance its operations and its future expansion plan, at the end of 2012.

– 55 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

Capital commitments

As at 31 December 2012, capital commitment of the Land Group amounted to approximately HK$9 million (31 December 2011: HK$4 million), which represented certain construction cost of one of the property development projects. The capital commitment would be funded partly by internal resources and partly by bank borrowings.

Treasury management

The Land Group employs a conservative approach to cash management and risk control. To achieve better risk control and efficient fund management, the Land Group’s treasury activities are centralised.

The objective of the Land Group’s treasury policies is to minimise risks and exposures due to the fluctuations in foreign currency exchange rates and interest rates. The only foreign exchange risk of the Land Group is RMB. As RMB appreciated against Hong Kong dollars during 2012, the Land Group did not have any exposure to foreign exchange loss in 2012. On the other hand, an exchange gain of HK$8 million was recognised as other comprehensive income in 2012 due to appreciation of RMB, which gave rise to an exchange gain on translation of the books of accounts of the project companies in Anshan into Hong Kong dollars. The Land Group did not have any significant interest rate risk in 2012 either as the Land Group did not have significant outside borrowings at the end of 2012 and the interest rate of RMB did not rise much in 2012.

Acquisition and disposals of material subsidiaries and associates

The Land Group did not acquire or dispose of any material subsidiaries and associates during 2012.

Significant investment

There was no significant investment of the Land Group as at 31 December 2012 (31 December 2011: Nil).

Pledge of assets

As at 31 December 2012, certain completed properties held for sale situated in the Mainland China, which had an aggregate carrying amount as at 31 December 2012 of approximately HK$120 million, were pledged to a banker to secure the banking facilities granted to the Land Group.

Contingent liabilities

As at 31 December 2012, the Land Group did not have any contingent liabilities.

– 56 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

Employees and remuneration policy

The total number of employees of the Land Group as at 31 December 2012 was 58 (31 December 2011: 48). The Land Group’s remuneration policy is built on principle of equality, motivating, performance-oriented and market-competitive remuneration package to employees. Remuneration packages are normally reviewed on an annual basis. Apart from salary payments, other staff benefits include provident fund contributions, medical insurance coverage and performance related bonuses.

4. STATEMENT OF INDEBTEDNESS

As at the close of business on 30 April 2013 (being the latest practicable date for ascertaining information regarding this indebtedness statement), the Enlarged Group had total term loans of approximately HK$289 million, all of which were secured. Approximately HK$226 million of the total term loans were guaranteed by the Company and its subsidiaries. The Enlarged Group had other borrowings of approximately HK$257 million, which were composed of secured trust receipt and factoring loans of approximately HK$255 million and secured obligations under finance lease contracts of approximately HK$2 million. All of the other borrowings were guaranteed by the Company and its subsidiaries.

The term loans and other borrowings were secured by (i) certain assets (including properties) held by the Enlarged Group with aggregate net book values of approximately HK$611 million as at 30 April 2013; and (ii) pledge of certain fixed deposits of the Enlarged Group of approximately HK$189 million as at 30 April 2013.

Save as aforesaid, and apart from intra-group liabilities, the Enlarged Group did not have any bank loans, bank overdrafts and liabilities under acceptances (other than normal trade bills) or other similar indebtedness, debentures or other loan capital, mortgages, charges, finance leases or hire purchase commitments, guarantees or other material contingent liabilities outstanding at the close of business on 30 April 2013.

For the purpose of the above indebtedness statement, foreign currency amounts have been translated into Hong Kong dollars at the rates of the exchange prevailing at the close of business on 30 April 2013.

5. WORKING CAPITAL

The Directors, after due and careful enquiry and consideration, are of the opinion that the Enlarged Group will, after taking into account the effect of the Restructuring Transactions, and the present internal financial resources available to the Enlarged Group including internally generated cash flows and the existing banking and credit facilities available, have sufficient working capital for its present requirements in next 12 months from the date of this circular in the absence of unforeseen material circumstances.

– 57 –

ACCOUNTANTS’ REPORT OF THE LAND GROUP

APPENDIX II

The following is the text of a report, prepared for the purpose of incorporation in this circular, received from the independent reporting accountants, Ernst & Young, Certified Public Accountants, Hong Kong.

22/F, CITIC Tower, 1 Tim Mei Avenue, Central, Hong Kong 14 June 2013

The Directors CCT Telecom Holdings Limited CCT Tech International Limited

Dear Sirs,

We set out below our report on the financial information of CCT Land (China) Holdings Limited (the ‘‘Land Company’’) and its subsidiaries (hereinafter collectively referred to as the ‘‘Land Group’’) comprising the consolidated income statements, statements of comprehensive income, statements of changes in equity and statements of cash flows of the Land Group for each of the years ended 31 December 2010, 2011 and 2012 (the ‘‘Relevant Periods’’), and the consolidated statements of financial position of the Land Group and the statement of financial position of the Land Company as at 31 December 2010, 2011 and 2012, together with the notes thereto (the ‘‘Financial Information’’) prepared on the basis set out in note 2.1 of Section II below, for inclusion in the circulars of CCT Telecom Holdings Limited (‘‘CCT Telecom’’) and CCT Tech International Limited (‘‘CCT Tech’’) dated 14 June 2013 (the ‘‘Circulars’’) in connection with the proposed deemed very substantial disposal of the Land Group by CCT Telecom and the proposed very substantial acquisition of the Land Group by CCT Tech.

The Land Company was incorporated in the British Virgin Islands (‘‘BVI’’) with limited liability on 1 October 2003.

As at the date of this report, no statutory financial statements have been prepared for the Land Company, as it is not subject to statutory audit requirements under the relevant rules and regulations in its jurisdiction of incorporation.

As at the end of the Relevant Periods, the Land Company had direct and indirect interests in the principal subsidiaries as set out in note 1 of Section II below. All companies now comprising the Land Group have adopted 31 December as their financial year end date. The statutory financial statements of the companies now comprising the Land Group were prepared in accordance with the relevant accounting principles applicable to these companies in the countries in which they were incorporated and/or established. Details of their statutory auditors during the Relevant Periods are set out in note 1 of Section II below.

– 58 –

ACCOUNTANTS’ REPORT OF THE LAND GROUP

APPENDIX II

For the purpose of this report, the directors of the Land Company (the ‘‘Directors’’) have prepared the consolidated financial statements of the Land Group (the ‘‘Underlying Financial Statements’’) in accordance with Hong Kong Financial Reporting Standards (‘‘HKFRSs’’), which include all Hong Kong Financial Reporting Standards, Hong Kong Accounting Standards (‘‘HKASs’’) and Interpretations issued by the Hong Kong Institute of Certified Public Accountants (the ‘‘HKICPA’’). The Underlying Financial Statements for each of the years ended 31 December 2010, 2011 and 2012 were audited by us in accordance with Hong Kong Standards on Auditing issued by the HKICPA.

The Financial Information set out in this report has been prepared from the Underlying Financial Statements with no adjustments made thereon.

Directors’ responsibility

The Directors are responsible for the preparation of the Underlying Financial Statements and the Financial Information that give a true and fair view in accordance with HKFRSs, and for such internal control as the Directors determine is necessary to enable the preparation of the Underlying Financial Statements and the Financial Information that are free from material misstatement, whether due to fraud or error.

Reporting accountants’ responsibility

It is our responsibility to form an independent opinion on the Financial Information, and to report our opinion thereon to you.

For the purpose of this report, we have carried out procedures on the Financial Information in accordance with Auditing Guideline 3.340 Prospectuses and the Reporting Accountant issued by the HKICPA.

Opinion in respect of the Financial Information

In our opinion, for the purpose of this report, the Financial Information gives a true and fair view of the state of affairs of the Land Group and the Land Company as at 31 December 2010, 2011 and 2012, and of the consolidated results and cash flows of the Land Group for each of the Relevant Periods.

– 59 –

ACCOUNTANTS’ REPORT OF THE LAND GROUP

APPENDIX II

I. FINANCIAL INFORMATION

Consolidated income statements

HK$ million Notes REVENUE 5 Cost of sales Gross profit Selling and distribution expenses Administrative expenses Finance costs 7 PROFIT BEFORE TAX 6 Income tax expense 9 PROFIT FOR THE YEAR ATTRIBUTABLE TO OWNERS OF THE PARENT 10	Year ended 31 December 2010 2011 2012 85 259 139 (60) (187) (102) 25 72 37 (3) (8) (3) (10) (19) (15) (1) — (5) 11 45 14 (3) (17) (6) 8 28 8

– 60 –

ACCOUNTANTS’ REPORT OF THE LAND GROUP

APPENDIX II

Consolidated statements of comprehensive income

HK$ million PROFIT FOR THE YEAR ATTRIBUTABLE TO OWNERS OF THE PARENT Other comprehensive income: Exchange differences on translation of foreign operations TOTAL COMPREHENSIVE INCOME FOR THE YEAR ATTRIBUTABLE TO OWNERS OF THE PARENT	Year ended 31 December 2010 2011 2012 8 28 8 19 25 8 27 53 16	Year ended 31 December 2010 2011 2012 8 28 8 19 25 8 27 53 16
		16

– 61 –

ACCOUNTANTS’ REPORT OF THE LAND GROUP

APPENDIX II

Consolidated statements of financial position

HK$ million Notes ASSETS Non-current assets Property, plant and equipment 13 Total non-current assets Current assets Properties under development 15 Completed properties held for sale 16 Trade receivables 17 Prepayments, deposits and other receivables 18 Cash and bank balances 19 Total current assets Total assets EQUITY/(DEFICIENCY IN ASSETS) AND LIABILITIES Equity attributable to owners of the parent Issued capital 24 Reserves 25(a) Total equity/(deficiency in assets) Current liabilities Trade payables 20 Tax payable Other payables and accruals 21 Receipts in advance 22 Due to related companies 29(b) Interest-bearing bank borrowings 23 Total current liabilities Total liabilities Total equity and liabilities Net current assets/(liabilities)	As at 31 December 2010 2011 2012 2 3 1 2 3 1 305 192 248 101 440 351 — 34 35 199 193 197 63 23 19 668 882 850 670 885 851 — — — (6) 47 63 (6) 47 63 30 122 44 3 6 8 2 22 8 39 3 2 578 624 663 24 61 63 676 838 788 676 838 788 670 885 851 (8) 44 62	As at 31 December 2010 2011 2012 2 3 1 2 3 1 305 192 248 101 440 351 — 34 35 199 193 197 63 23 19 668 882 850 670 885 851 — — — (6) 47 63 (6) 47 63 30 122 44 3 6 8 2 22 8 39 3 2 578 624 663 24 61 63 676 838 788 676 838 788 670 885 851 (8) 44 62
		1
		248 351 35 197 19
		850
		851
		— 63
		63
		44 8 8 2 663 63
		788
		788
		851
		62

– 62 –

ACCOUNTANTS’ REPORT OF THE LAND GROUP

APPENDIX II

Consolidated statements of changes in equity

HK$ million At 1 January 2010 Profit for the year Other comprehensive income for the year: Exchange differences on translation of foreign operations Total comprehensive income for the year At 31 December 2010 and 1 January 2011 Profit for the year Other comprehensive income for the year: Exchange differences on translation of foreign operations Total comprehensive income for the year At 31 December 2011 and 1 January 2012 Profit for the year Other comprehensive income for the year: Exchange differences on translation of foreign operations Total comprehensive income for the year At 31 December 2012	Attributable to owners of the parent Issued capital Exchange fluctuation reserve Accumulated losses Total — 16 (49) (33) — — 8 8 — 19 — 19 — 19 8 27 — 35 (41) (6) — — 28 28 — 25 — 25 — 25 28 53 — 60 (13) 47 — — 8 8 — 8 — 8 — 8 8 16 — 68 (5) 63	Attributable to owners of the parent Issued capital Exchange fluctuation reserve Accumulated losses Total — 16 (49) (33) — — 8 8 — 19 — 19 — 19 8 27 — 35 (41) (6) — — 28 28 — 25 — 25 — 25 28 53 — 60 (13) 47 — — 8 8 — 8 — 8 — 8 8 16 — 68 (5) 63	Attributable to owners of the parent Issued capital Exchange fluctuation reserve Accumulated losses Total — 16 (49) (33) — — 8 8 — 19 — 19 — 19 8 27 — 35 (41) (6) — — 28 28 — 25 — 25 — 25 28 53 — 60 (13) 47 — — 8 8 — 8 — 8 — 8 8 16 — 68 (5) 63
	Issued capital — — — — — — — — — — — — —	Exchange fluctuation reserve* 16 — 19 19 35 — 25 25 60 — 8 8 68	Accumulated losses* (49) 8 — 8 (41) 28 — 28 (13) 8 — 8 (5)

• These reserve accounts comprise the consolidated reserves in the consolidated statements of financial position as at 31 December 2010, 2011 and 2012.

– 63 –

ACCOUNTANTS’ REPORT OF THE LAND GROUP

APPENDIX II

Consolidated statements of cash flows

HK$ million Notes CASH FLOWS FROM OPERATING ACTIVITIES Profit before tax Adjustments for: Finance costs 7 Depreciation 6 (Increase)/decrease in properties under development (Increase)/decrease in completed properties held for sale Increase in trade receivables (Increase)/decrease in prepayments, deposits and other receivables Increase/(decrease) in trade and other payables and accruals Increase/(decrease) in receipts in advance Effect of foreign exchange rate changes, net Cash used in operations Interest paid The PRC tax paid Net cash flows used in operating activities CASH FLOWS FROM INVESTING ACTIVITIES Purchases of items of property, plant and equipment Net cash flows used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Increase in amounts due to related companies New bank loans Repayment of bank loans Effect of foreign exchange rate changes, net Net cash flows from financing activities NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS Cash and cash equivalents at beginning of year Effect of foreign exchange rate changes, net CASH AND CASH EQUIVALENTS AT END OF YEAR ANALYSIS OF BALANCES OF CASH AND CASH EQUIVALENTS Cash and bank balances 19

Year ended 31 December 2010 2011 2012 11 45 14 1 — 5 — — 2 12 45 21 (12) 116 (56) (101) (339) 89 — (34) (1) (21) 6 (4) 31 112 (92) 39 (36) (1) 19 22 8 (33) (108) (36) (2) (3) (5) — (14) (4) (35) (125) (45) (1) (1) — (1) (1) — 73 46 39 24 61 — — (24) — — — 2 97 83 41 61 (43) (4) 2 63 23 — 3 — 63 23 19 63 23 19

– 64 –

ACCOUNTANTS’ REPORT OF THE LAND GROUP

APPENDIX II

Statements of financial position

HK$ million Notes ASSETS Non-current assets Investments in subsidiaries 14 Total non-current assets Current assets Prepayments 18 Cash and bank balances 19 Total current assets Total assets DEFICIENCY IN ASSETS AND LIABILITIES Issued capital 24 Reserves 25(b) Total deficiency in assets Current liabilities Due to a related company 29(b) Total current liabilities Total liabilities Total equity and liabilities Net current liabilities

As at 31 December 2010 2011 2012 528 580 623 528 580 623 2 — — — 1 — 2 1 — 530 581 623 — — — (48) (40) (40) (48) (40) (40) 578 621 663 578 621 663 578 621 663 530 581 623 (576) (620) (663)

– 65 –

ACCOUNTANTS’ REPORT OF THE LAND GROUP

APPENDIX II

II. NOTES TO THE FINANCIAL INFORMATION

1. CORPORATE INFORMATION

The Land Company is a limited liability company incorporated in the British Virgin Islands. The registered office address of the Land Company is P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands and the principal place of business is located at 31/F, Fortis Tower, 77–79 Gloucester Road, Hong Kong.

The Land Company is an investment holding company. During the Relevant Periods, the Land Group was engaged in property development business.

In the opinion of the Directors, the holding company and the ultimate holding company of the Land Company are CCT Land Holding Limited which is incorporated in BVI and CCT Telecom which is incorporated with limited liability in the Cayman Islands and continued as an exempted company under the laws of Bermuda and listed on the Main Board of The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’), respectively.

As at the end of the Relevant Periods, the Land Company had direct and indirect interests in its principal subsidiaries, all of which are private limited liability companies (or, if incorporated outside Hong Kong, have substantially similar characteristics to a private company incorporated in Hong Kong), the particulars of which are set out below:

	Place and date of
	incorporation/	Nominal value of	Percentage of equity
	registration and	issued ordinary/	attributable to the
Name	operations	registered capital	Land Company		Principal activities
			Direct	Indirect
CCT Land Development	The People’s	HK$380,000,000	—	100	Property development
(Anshan) Company	Republic of China
Limited1	(the ‘‘PRC’’)
	24 July 2007
CCT Land (Anshan)	PRC	RMB200,000,000	—	100	Property development
Property Development	8 November 2008
Company Limited1

• 1 Each of the entities was registered as a wholly-foreign-owned enterprise under the PRC Law. The statutory financial statements of the entities for the years ended 31 December 2010 and 2011 were audited by Liaoning Yongxinda Certified Public Accountants Company Limited (遼寧永信達會計師事 務所有限公司), Certified Public Accountants registered in the PRC, and that for year ended 31 December 2012 was audited by Anshan Xinxin Public Accountants Company Limited (鞍山鑫鑫會計師 事務所有限公司), Certified Public Accountants registered in the PRC.

The above table lists the subsidiaries of the Land Company which, in the opinion of the Directors, principally affected the results for the Relevant Periods or formed a substantial portion of the net assets of the Land Group at the end of each of the Relevant Periods. To give details of other subsidiaries would result in particulars of excessive length.

2.1 BASIS OF PREPARATION

The Financial Information has been prepared in accordance with HKFRSs (which include all Hong Kong Financial Reporting Standards, HKASs and Interpretations) issued by the HKICPA and accounting principles generally accepted in Hong Kong. All HKFRSs effective for the accounting period commencing from 1 January 2012, together with the relevant transitional provisions, have been early adopted by the Land Group in the preparation of the Financial Information throughout the Relevant Periods.

– 66 –

ACCOUNTANTS’ REPORT OF THE LAND GROUP

APPENDIX II

The Financial Information has been prepared under the historical cost convention. The Financial Information is presented in Hong Kong dollars (‘‘HK$’’) and all values are rounded to the nearest million except when otherwise indicated.

Basis of consolidation

The Financial Information includes the financial statements of the Land Group for the Relevant Periods. The financial statements of the subsidiaries are prepared for the same reporting periods as the Land Company, using consistent accounting policies. The results of subsidiaries are consolidated from the date of acquisition, being the date on which the Land Group obtains control, and continue to be consolidated until the date that such control ceases. All intra-group balances, transactions, unrealised gains and losses resulting from intragroup transactions and dividends are eliminated on consolidation in full.

2.2 ISSUED BUT NOT YET EFFECTIVE HONG KONG FINANCIAL REPORTING STANDARDS

The Land Group has not applied the following new and revised HKFRSs, that have been issued but are not yet effective, in the Financial Information.

HKFRS 1 Amendments	Amendments to HKFRS 1 First-time Adoption of Hong Kong Financial
	Reporting Standards — Government Loans2
HKFRS 7 Amendments	Amendments to HKFRS 7 Financial Instruments:
	Disclosures — Offsetting Financial Assets and Financial Liabilities2
HKFRS 9	Financial Instruments4
HKFRS 10	Consolidated Financial Statements2
HKFRS 11	Joint Arrangements2
HKFRS 12	Disclosure of Interests in Other Entities2
HKFRS 10, HKFRS 11 and	Amendments to HKFRS 10, HKFRS 11 and HKFRS 12 — Transition
HKFRS 12 Amendments	Guidance2
HKFRS 10, HKFRS 12 and	Amendments to HKFRS 10, HKFRS 12 and HKAS 27 (2011)
HKAS 27 (2011) Amendments	— Investment Entities3
HKFRS 13	Fair Value Measurement2
HKAS 1 Amendments	Amendments to HKAS 1 Presentation of Financial Statements
	— Presentation of Items of Other Comprehensive Income1
HKAS 19 (2011)	Employee Benefits2
HKAS 27 (2011)	Separate Financial Statements2
HKAS 28 (2011)	Investments in Associates and Joint Ventures2
HKAS 32 Amendments	Amendments to HKAS 32 Financial Instruments:
	Presentation — Offsetting Financial Assets and Financial Liabilities3
HK(IFRIC)-Int 20	Stripping Costs in the Production Phase of a Surface Mine2
Annual Improvements	Amendments to a number of HKFRSs issued in June 20122
2009–2011 Cycle

1 Effective for annual periods beginning on or after 1 July 2012

2 Effective for annual periods beginning on or after 1 January 2013

3 Effective for annual periods beginning on or after 1 January 2014

4 Effective for annual periods beginning on or after 1 January 2015

The Land Group is in the process of making an assessment of the impact of these new and revised HKFRSs upon initial application. So far, the Land Group considers that these new and revised HKFRSs are unlikely to have a significant impact on the Land Group’s results of operations and financial position.

2.3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Subsidiaries

A subsidiary is an entity whose financial and operating policies the Land Company controls, directly or indirectly, so as to obtain benefits from its activities.

– 67 –

ACCOUNTANTS’ REPORT OF THE LAND GROUP

APPENDIX II

The results of subsidiaries are included in the Land Company’s income statement to the extent of dividends received and receivable. The Land Company’s investments in subsidiaries are stated at cost less any impairment losses.

Impairment of non-financial assets

Where an indication of impairment exists, or when annual impairment testing for an asset is required, the asset’s recoverable amount is estimated. An asset’s recoverable amount is the higher of the asset’s or cashgenerating unit’s value in use and its fair value less costs to sell, and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets, in which case the recoverable amount is determined for the cash-generating unit to which the asset belongs.

An impairment loss is recognised only if the carrying amount of an asset exceeds its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. An impairment loss is charged to the income statement in the period in which it arises in those expense categories consistent with the function of the impaired asset.

An assessment is made at the end of each of the Relevant Periods as to whether there is an indication that previously recognised impairment losses may no longer exist or may have decreased. If such an indication exists, the recoverable amount is estimated. A previously recognised impairment loss of an asset other than goodwill is reversed only if there has been a change in the estimates used to determine the recoverable amount of that asset, but not to an amount higher than the carrying amount that would have been determined (net of any depreciation/amortisation) had no impairment loss been recognised for the asset in prior years. A reversal of such an impairment loss is credited to the income statement in the period in which it arises.

Related parties

A party is considered to be related to the Land Group if:

• (a) the party is a person or a close member of that person’s family and that person:

• (i) has control or joint control over the Land Group;

• (ii) has significant influence over the Land Group; or

• (iii) is a member of the key management personnel of the Land Group or of a parent of the Land Group;

or

• (b) the party is an entity where any of the following conditions applies:

• (i) the entity and the Land Group are members of the same group;

• (ii) one entity is an associate or joint venture of the other entity (or of a parent, subsidiary or fellow subsidiary of the other entity);

• (iii) the entity and the Land Group are joint ventures of the same third party;

• (iv) one entity is a joint venture of a third entity and the other entity is an associate of the third entity;

• (v) the entity is a post-employment benefit plan for the benefit of employees of either the Land Group or an entity related to the Land Group;

• (vi) the entity is controlled or jointly controlled by a person identified in (a); and

– 68 –

ACCOUNTANTS’ REPORT OF THE LAND GROUP

APPENDIX II

• (vii) a person identified in (a)(i) has significant influence over the entity or is a member of the key management personnel of the entity (or of a parent of the entity).

Property, plant and equipment and depreciation

Property, plant and equipment are stated at cost less accumulated depreciation and any impairment losses. The cost of an item of property, plant and equipment comprises its purchase price and any directly attributable costs of bringing the asset to its working condition and location for its intended use. Expenditure incurred after items of property, plant and equipment have been put into operation, such as repairs and maintenance, is normally charged to the income statement in the period in which it is incurred. In situations where the recognition criteria are satisfied, the expenditure for a major inspection is capitalised in the carrying amount of the asset as a replacement. Where significant parts of property, plant and equipment are required to be replaced at intervals, the Land Group recognises such parts as individual assets with specific useful lives and depreciates them accordingly.

Depreciation is calculated on the straight-line basis to write off the cost of each item of property, plant and equipment to its residual value over its estimated useful life. The principal annual rates used for this purpose are as follows:

Furniture and office equipment 20% Motor vehicles 20%

Where parts of an item of property, plant and equipment have different useful lives, the cost of that item is allocated on a reasonable basis among the parts and each part is depreciated separately. Residual values, useful lives and the depreciation method are reviewed, and adjusted if appropriate, at least at each financial year end.

An item of property, plant and equipment including any significant part initially recognised is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss on disposal or retirement recognised in the income statement in the year the asset is derecognised is the difference between the net sales proceeds and the carrying amount of the relevant asset.

Properties under development

Properties under development are intended to be held for sale after completion.

Properties under development are stated at the lower of cost and net realisable value and comprise land costs, construction costs, borrowing costs, professional fees and other costs directly attributable to such properties incurred during the development period.

Properties under development are classified as current assets unless the construction period of the relevant property development project is expected to complete beyond the normal operating cycle. On completion, the properties are transferred to completed properties held for sale.

Completed properties held for sale

Completed properties held for sale are stated at the lower of cost and net realisable value.

Cost of completed properties held for sale is determined by an apportionment of total land and building costs attributable to the unsold properties.

Net realisable value is determined by reference to the sale proceeds from the properties sold in the ordinary course of business, less applicable variable selling expenses, or by management estimates based on the prevailing market conditions.

Financial assets

The Land Group’s financial assets include trade and other receivables, deposits and cash and bank balance.

– 69 –

ACCOUNTANTS’ REPORT OF THE LAND GROUP

APPENDIX II

The Land Group classifies its financial assets into loans and receivables at inception based on the purpose for which the assets were acquired. Purchases and sales of the financial assets are recognised using trade date accounting.

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are initially recorded at fair value plus any directly attributable transaction costs and are subsequently measured at amortised cost using the effective interest rate method, less impairment allowances.

The Land Company recognises losses for impaired loans promptly where there is objective evidence that impairment of a loan or a portfolio of loans has occurred. Impairment allowances are assessed either individually for individually significant loans or collectively for loan portfolios with similar credit risk characteristics including those individually assessed balances for which no impairment provision is made on an individual basis.

If, in a subsequent period, the amount of the estimated impairment loss increases or decreases because of an event occurring after the impairment was recognised, the previously recognised impairment loss is increased or reduced by adjusting the allowance account. If a write-off is later recovered, the recovery is credited to profit or loss.

Derecognition of financial assets

A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is derecognised when:

• . the rights to receive cash flows from the asset have expired; or

• . the Land Group has transferred its rights to receive cash flows from the asset, or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ‘‘passthrough’’ arrangement; and either (a) the Land Group has transferred substantially all the risks and rewards of the asset, or (b) the Land Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

When the Land Group has transferred its rights to receive cash flows from an asset or has entered into a passthrough arrangement, it evaluates if and to what extent it has retained the risk and rewards of ownership of the asset. When it has neither transferred nor retained substantially all the risks and rewards of the asset nor transferred control of the asset, the asset is recognised to the extent of the Land Group’s continuing involvement in the asset. In that case, the Land Group also recognises an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Land Group has retained. Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the Land Group could be required to repay.

Financial liabilities

Initial recognition and measurement

Financial liabilities within the scope of HKAS 39 are classified as loans and borrowings, or as derivatives designated as hedging instruments in an effective hedge, as appropriate. The Land Group determines the classification of its financial liabilities at initial recognition.

All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings, net of directly attributable transaction costs.

The Land Group’s financial liabilities include trade and other payables, accruals and interest-bearing bank borrowings.

– 70 –

ACCOUNTANTS’ REPORT OF THE LAND GROUP

APPENDIX II

Subsequent measurement

The subsequent measurement of financial liabilities depends on their classification as follows:

Loans and borrowings

After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost, using the effective interest rate method unless the effect of discounting would be immaterial, in which case they are stated at cost. Gains and losses are recognised in the income statement when the liabilities are derecognised as well as through the effective interest rate amortisation process.

Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the effective interest rate. The effective interest rate amortisation is included in finance costs in the income statement.

Derecognition of financial liabilities

A financial liability is derecognised when the obligation under the liability is discharged or cancelled, or expires.

When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and a recognition of a new liability, and the difference between the respective carrying amounts is recognised in the income statement.

Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in the statement of financial position if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, or to realise the assets and settle the liabilities simultaneously.

Income tax

Income tax comprises current and deferred tax. Income tax relating to items recognised outside profit or loss is recognised outside profit or loss, either in other comprehensive income or directly in equity.

Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the each of the Relevant Periods, taking into consideration interpretations and practices prevailing in the countries in which the Land Group operates.

Deferred tax is provided, using the liability method, on all temporary differences at the end of the each of the Relevant Periods between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.

Deferred tax liabilities are recognised for all taxable temporary differences, except:

• . when the deferred tax liability arises from goodwill or the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and

• . in respect of taxable temporary differences associated with investments in subsidiaries, when the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.

– 71 –

ACCOUNTANTS’ REPORT OF THE LAND GROUP

APPENDIX II

Deferred tax assets are recognised for all deductible temporary differences, the carryforward of unused tax credits and any unused tax losses. Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, the carryforward of unused tax credits and unused tax losses can be utilised, except:

• . when the deferred tax asset relating to the deductible temporary differences arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and

• . in respect of deductible temporary differences associated with investments in subsidiaries, deferred tax assets are only recognised to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilised.

The carrying amount of deferred tax assets is reviewed at the end of each of the Relevant Periods and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are reassessed at the end of each of the Relevant Periods and are recognised to the extent that it has become probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of each of the Relevant Periods.

Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.

Employee benefits

Pension schemes

The Land Group operates a defined contribution Mandatory Provident Fund retirement benefit scheme (the ‘‘MPF Scheme’’) under the Mandatory Provident Fund Schemes Ordinance for those employees who are eligible to participate in the MPF Scheme. Contributions are made based on a percentage of the employees’ basic salaries and are charged to the income statement as they become payable in accordance with the rules of the MPF Scheme. The assets of the MPF Scheme are held separately from those of the Land Group in an independently administered fund. The Land Group’s employer contributions vest fully with the employees when contributed into the MPF Scheme, except for the Land Group’s employer voluntary contributions, which are refunded to the Land Group when the employee leaves employment prior to the contributions vesting fully, in accordance with the rules of the MPF Scheme.

The employees of the Land Group’s subsidiaries which operate in Mainland China are required to participate in a central pension scheme operated by the local municipal government. The subsidiaries are required to contribute a percentage of the payroll costs to the central pension scheme. The contributions are charged to the income statement as they become payable in accordance with the rules of the central pension scheme.

Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, i.e., assets that necessarily take a substantial period of time to get ready for their intended use or sale, are capitalised as part of the cost of those assets. The capitalisation of such borrowing costs ceases when the assets are substantially ready for their intended use or sale. Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs capitalised. All other borrowing costs are expensed in the period in which they are incurred. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds.

– 72 –

ACCOUNTANTS’ REPORT OF THE LAND GROUP

APPENDIX II

Foreign currencies

The Financial Information is presented in Hong Kong dollars, which is the Land Company’s functional and presentation currency. Each entity in the Land Group determines its own functional currency and items included in the financial statements of each entity are measured using that functional currency. Foreign currency transactions recorded by the entities in the Land Group are initially recorded using their respective functional currency rates prevailing at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency rates of exchange ruling at the end of each of the Relevant Periods. Differences arising on settlement or translation of monetary items are recognised in the income statement. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. The gain or loss arising on translation of a non-monetary item measured at fair value is treated in line with the recognition of the gain or loss on change in fair value of the item (i.e., translation difference on the item whose fair value gain or loss is recognised in other comprehensive income or profit or loss is also recognised in other comprehensive income or profit or loss, respectively).

The functional currencies of certain overseas subsidiaries are currencies other than the Hong Kong dollar. As at the end of each of the Relevant Periods, the assets and liabilities of these entities are translated into the presentation currency of the Land Company at the exchange rates prevailing at the end of each of the Relevant Periods and their income statements are translated into Hong Kong dollars at the weighted average exchange rates for the year. The resulting exchange differences are recognised in other comprehensive income and accumulated in a separate component of equity. On disposal of a foreign operation, the component of other comprehensive income relating to that particular foreign operation is recognised in the income statement.

For the purpose of the consolidated statement of cash flows, the cash flows of overseas subsidiaries are translated into Hong Kong dollars at the exchange rates ruling at the dates of the cash flows. Frequently recurring cash flows of overseas subsidiaries which arise throughout the year are translated into Hong Kong dollars at the weighted average exchange rates for the year.

Cash and cash equivalents

For the purpose of the consolidated statement of cash flows, cash and cash equivalents comprise cash on hand and demand deposits, and short term highly liquid investments that are readily convertible into known amounts of cash, which are subject to an insignificant risk of changes in value, and have a short maturity of generally within three months when acquired.

For the purpose of the statement of financial position, cash and cash equivalents comprise cash on hand and at banks, including term deposits, which are not restricted as to use.

Revenue recognition

Revenue is recognised when it is probable that the economic benefits will flow to the Land Group and when the revenue can be measured reliably, on the following bases:

• (a) from the sale of completed properties, when the significant risks and rewards of ownership of the properties are transferred to the buyers, provided that the Land Group maintains neither managerial involvement to the degree usually associated with ownership, nor effective control over the completed properties, that is when the construction of the relevant properties has been completed and the properties have been delivered to the buyers pursuant to the sale agreement, and the collectability of related receivables is reasonably assured; and

• (b) interest income, on an accrual basis using the effective interest method by applying the rate that exactly discounts the estimated future cash receipts over the expected life of the financial instrument or a shorter period, when appropriate, to the net carrying amount of the financial asset.

– 73 –

ACCOUNTANTS’ REPORT OF THE LAND GROUP

APPENDIX II

3. SIGNIFICANT ACCOUNTING ESTIMATES

The preparation of the Land Group’s Financial Information requires management to make estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and their accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that could require a material adjustment to the carrying amounts of the assets or liabilities affected in the future.

Estimation uncertainty

The key assumption concerning the future and other key sources of estimation uncertainty at the end of each of the Relevant Periods, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, is described below.

Impairment of non-financial assets (other than goodwill)

The Land Group assesses whether there are any indicators of impairment for all non-financial assets at the end of each of the Relevant Periods. Non-financial assets are tested for impairment when there are indicators that the carrying amounts may not be recoverable. An impairment exists when the carrying value of an asset or a cash-generating unit exceeds its recoverable amount, which is the higher of its fair value less costs to sell and its value in use. The calculation of the fair value less costs to sell is based on available data from binding sales transactions in an arm’s length transaction of similar assets or observable market prices less incremental costs for disposing of the asset.

4. OPERATING SEGMENT INFORMATION

The Land Group has only one reportable operating segment which is property development.

No operating segments have been aggregated to form the above reportable operating segment.

Geographical information

The Land Group’s revenue from external customers is derived solely from its operation in Mainland China.

The Land Group’s non-current assets are located in Mainland China.

Information about major customers

During the Relevant Periods, no revenue from transactions with a single external customer amounted to 10% or more of the Land Group’s total revenue.

5. REVENUE

Revenue, which is also the Land Group’s turnover, represents gross proceeds from sale of properties, net of business tax and other sales related taxes from the sale of properties during the Relevant Periods.

An analysis of revenue is as follows:

HK$ million Sale of properties	Land Group Year ended 31 December 2010 2011 2012 85 259 139

– 74 –

ACCOUNTANTS’ REPORT OF THE LAND GROUP

APPENDIX II

6. PROFIT BEFORE TAX

The Land Group’s profit before tax is arrived at after charging:

HK$ million Note Cost of properties sold Directors’ remuneration* Staff costs: Salaries and related staff costs Pension scheme contributions Depreciation 13 Auditors’ remuneration#	Land Group Year ended 31 December 2010 2011 2012 60 187 102 — — — 3 6 4 — 1 1 3 7 5 — — 2 — — —	Land Group Year ended 31 December 2010 2011 2012 60 187 102 — — — 3 6 4 — 1 1 3 7 5 — — 2 — — —
		5
		2 —

• No directors received any fees or emoluments in respect of their services rendered to the Land Group during the Relevant Periods.

• The auditors’ remuneration for the years ended 31 December 2010, 2011 and 2012 was HK$80,000, HK$80,000 and HK$60,000, respectively.

7. FINANCE COSTS

An analysis of finance costs is as follows:

HK$ million Interest on bank loans wholly repayable within five years Less: Interest capitalised	Land Group Year ended 31 December 2010 2011 2012 2 3 5 (1) (3) — 1 — 5	Land Group Year ended 31 December 2010 2011 2012 2 3 5 (1) (3) — 1 — 5
		5

8. FIVE HIGHEST PAID EMPLOYEES

The five highest paid employees during the Relevant Periods were neither director nor chief executive of the Land Company. Details of the remuneration of the five highest paid employees are as follows:

		Land Group
	Year	ended 31 December
HK$ million	2010	2011	2012
Salaries, allowances and benefits in kind	1	4	3

– 75 –

ACCOUNTANTS’ REPORT OF THE LAND GROUP

APPENDIX II

The number of non-director and non-chief executive, highest paid employees whose remuneration fell within the following bands is as follows:

Nil–HK$1,000,000 HK$1,000,001–HK$1,500,000	Number of employees Year ended 31 December 2010 2011 2012 5 4 4 — 1 1 5 5 5	Number of employees Year ended 31 December 2010 2011 2012 5 4 4 — 1 1 5 5 5
		5

9. INCOME TAX EXPENSE

No provision for Hong Kong profits tax has been made as the Land Group did not generate any assessable profits arising in Hong Kong during the Relevant Periods. Taxes on profits assessable elsewhere have been calculated at the rates of tax prevailing in the jurisdictions in which the Land Group operates, based on existing legislation, interpretations and practices in respect thereof.

HK$ million Current — Mainland China Charge of Mainland China income tax for the year Mainland China land appreciation tax Total tax charge for the year	Land Group Year ended 31 December 2010 2011 2012 3 11 3 — 6 3 3 17 6	Land Group Year ended 31 December 2010 2011 2012 3 11 3 — 6 3 3 17 6
		6

A reconciliation of the tax expense applicable to profit before tax at the statutory rates for the jurisdictions in which the Land Company and the majority of its subsidiaries are domiciled to the tax expense at the effective tax rates is as follows:

HK$ million Profit before tax Tax at the statutory or appropriate tax rate Expenses not deductible for tax Tax losses utilised from previous periods Land appreciation tax Others Tax charge at the Land Group’s effective rates	Land Group Year ended 31 December 2010 2011 2012 11 45 14 3 12 4 — 1 — — (1) — — 6 3 — (1) (1 3 17 6	Land Group Year ended 31 December 2010 2011 2012 11 45 14 3 12 4 — 1 — — (1) — — 6 3 — (1) (1 3 17 6
		4 — — 3 (1
		6

10. PROFIT ATTRIBUTABLE TO OWNERS OF THE PARENT

The consolidated profits attributable to owners of the parent for the years ended 31 December 2010, 2011 and 2012 do not include results which have been dealt with in the financial statements of the Land Company.

11. DIVIDENDS

No dividends have been paid or declared by the Land Company during the Relevant Periods.

– 76 –

ACCOUNTANTS’ REPORT OF THE LAND GROUP

APPENDIX II

12. EARNINGS PER SHARE ATTRIBUTABLE TO ORDINARY EQUITY HOLDERS OF THE PARENT

Earnings per share information is not presented as its inclusion, for the purpose of this report, is not considered meaningful.

13. PROPERTY, PLANT AND EQUIPMENT

Land Group

HK$ million At 1 January 2010, net of accumulated depreciation Additions At 31 December 2010 and 1 January 2011, net of accumulated depreciation Additions At 31 December 2011 and 1 January 2012, net of accumulated depreciation Depreciation provided during the year At 31 December 2012, net of accumulated depreciation At 31 December 2010: Cost Accumulated depreciation and impairment Net carrying amount At 31 December 2011: Cost Accumulated depreciation and impairment Net carrying amount At 31 December 2012: Cost Accumulated depreciation and impairment Net carrying amount INVESTMENTS IN SUBSIDIARIES HK$ million Unlisted shares, at cost Due from subsidiaries Total

Furniture and office equipment Motor vehicles Total — 1 1 — 1 1 — 2 2 1 — 1 1 2 3 (1) (1) (2) — 1 1 — 3 3 — (1) (1) — 2 2 1 3 4 — (1) (1) 1 2 3 1 3 4 (1) (2) (3) — 1 1 Land Company As at 31 December 2010 2011 2012 — — — 528 580 623 528 580 623

14. INVESTMENTS IN SUBSIDIARIES

The balances with the subsidiaries are unsecured, interest-free and have no fixed terms of repayment.

– 77 –

ACCOUNTANTS’ REPORT OF THE LAND GROUP

APPENDIX II

15. PROPERTIES UNDER DEVELOPMENT

HK$ million Properties under development expected to be completed within the normal operating cycle, included under current assets and recoverable: within one year after one year	Land Group As at 31 December 2010 2011 2012 162 — 248 143 192 — 305 192 248	Land Group As at 31 December 2010 2011 2012 162 — 248 143 192 — 305 192 248
		248

All the Land Group’s properties under development are located in Mainland China and are held under medium term leases.

16. COMPLETED PROPERTIES HELD FOR SALE

All the Land Group’s completed properties held for sale are located in Mainland China and are held under medium term leases. All the completed properties held for sale are stated at cost.

At 31 December 2010, 2011 and 2012, certain of the Land Group’s completed properties held for sale with an aggregate net carrying amount of approximately HK$101 million, HK$151 million and HK$120 million, respectively, were pledged to secure general banking facilities granted to the Land Group (note 23(a)).

17. TRADE RECEIVABLES

		Land Group
		As at 31 December
HK$ million	2010	2011	2012
Trade receivables	—	34	35

Trade receivables are settled based on the terms of the sales and purchase agreements of properties. The Land Group seeks to maintain strict control over its outstanding receivables and has a credit control department to minimise credit risk. Overdue balances are reviewed regularly by senior management. The Land Group does not hold any collateral or other credit enhancement over its trade receivable balances. Trade receivables are non-interest-bearing.

An aged analysis of the trade receivables as at the end of each of the Relevant Periods, based on the invoice date and net of provisions, is as follows:

HK$ million Current to 30 days Over 90 days Total	Land Group As at 31 December 2010 2011 2012 — 34 30 — — 5 — 34 35	Land Group As at 31 December 2010 2011 2012 — 34 30 — — 5 — 34 35
		35

– 78 –

ACCOUNTANTS’ REPORT OF THE LAND GROUP

APPENDIX II

The aged analysis of the trade receivables that are not considered to be impaired is as follows:

HK$ million Neither past due nor impaired Past due but not impaired — within 6 months Total	Land Group As at 31 December 2010 2011 2012 — 34 30 — — 5 — 34 35	Land Group As at 31 December 2010 2011 2012 — 34 30 — — 5 — 34 35
		35

Receivables that were neither past due nor impaired relate to customers for whom there was no recent history of default.

For those past due but not impaired receivables, the Land Company has assessed the creditworthiness and subsequent settlement, and considers that the amounts are still recoverable and no credit provision is required.

18. PREPAYMENTS, DEPOSITS AND OTHER RECEIVABLES

HK$ million Prepayments Deposits and other receivables	Land Group As at 31 December 2010 2011 2012 192 192 194 7 1 3 199 193 197	Land Company As at 31 December 2010 2011 2012 2 — — — — — 2 — —	Land Company As at 31 December 2010 2011 2012 2 — — — — — 2 — —
			—

The above balances as at 31 December 2010, 2011 and 2012 included prepayments for the acquisition of land use rights in Mainland China amounting to approximately HK$186 million, HK$192 million and HK$192 million, respectively, in relation to the Land Group’s property development business.

None of the above assets is either past due or impaired. The financial assets included in the above balances relate to receivables for which there was no recent history of default.

19. CASH AND BANK BALANCES

			Land Group		Land Company
		As	at 31 December		As at 31 December
HK$	million	2010	2011	2012	2010 2011	2012
Cash	and bank balances	63	23	19	— 1	—

As at 31 December 2010, 2011 and 2012, the cash and bank balances of the Land Group denominated in Renminbi (‘‘RMB’’) amounted to HK$63 million, HK$20 million and HK$19 million, respectively. The RMB is not freely convertible into other currencies, however, under Mainland China’s Foreign Exchange Control Regulations and Administration of Settlement, Sale and Payment of Foreign Exchange Regulations, the Land Group is permitted to exchange RMB for other currencies through banks authorised to conduct foreign exchange business.

Cash at banks earns interest at floating rates based on daily bank deposit rates. The bank balances are deposited with creditworthy banks with no recent history of default.

– 79 –

ACCOUNTANTS’ REPORT OF THE LAND GROUP

APPENDIX II

20. TRADE PAYABLES

An aged analysis of the trade payables as at the end of each of the Relevant Periods, based on the invoice date, is as follows:

HK$ million Current to 30 days 31 to 60 days 61 to 90 days Over 90 days	Land Group As at 31 December 2010 2011 2012 30 116 8 — 1 2 — — — — 5 34 30 122 44	Land Group As at 31 December 2010 2011 2012 30 116 8 — 1 2 — — — — 5 34 30 122 44
		44

21. OTHER PAYABLES AND ACCRUALS

HK$ million Other payables Accruals	Land Group As at 31 December 2010 2011 2012 — 21 1 2 1 7 2 22 8	Land Group As at 31 December 2010 2011 2012 — 21 1 2 1 7 2 22 8
		8

Other payables are non-interest-bearing and have an average term of three months.

22. RECEIPTS IN ADVANCE

Receipts in advance represented amounts received from buyers in connection with the pre-sales of properties during the Relevant Periods.

23. INTEREST-BEARING BANK BORROWINGS

Land Group

				As at 31 December	As at 31 December	As at 31 December
		2010			2011				2012
	Effective			Effective				Effective
	interest		HK$	interest			HK$	interest		HK$
	rate (%)	Maturity	million	rate (%)	Maturity	million		rate (%)	Maturity	million
Current
Bank loans — secured	6.39	2011	24	8.65	On demand		61	8.00	On demand	63

• (a) All the Land Group’s bank loans are secured by pledge of certain of the Land Group’s completed properties held for sale situated in Mainland China, which had an aggregate carrying amount as at 31 December 2010, 2011 and 2012 of approximately HK$101 million, HK$151 million and HK$120 million, respectively (note 16).

• (b) All the Land Group’s bank borrowings are denominated in RMB.

The carrying amounts of the Land Group’s borrowings approximate to their fair values.

– 80 –

ACCOUNTANTS’ REPORT OF THE LAND GROUP

APPENDIX II

24. SHARE CAPITAL

Authorised: 50,000 ordinary shares of US$1 each Issued and fully paid: 1 ordinary share of US$1	As at 31 December 2010 2011 2012 US$ US$ US$ 50,000 50,000 50,000 HK$ HK$ HK$ 8 8 8	As at 31 December 2010 2011 2012 US$ US$ US$ 50,000 50,000 50,000 HK$ HK$ HK$ 8 8 8
		HK$ 8

There were no transactions involving the Land Company’s issued ordinary share capital during the Relevant Periods.

25. RESERVES

(a) Land Group

The amounts of the Land Group’s reserves and the movements therein for the Relevant Periods are presented in the consolidated statements of changes in equity.

(b) Land Company

HK$ million At 1 January 2010, 31 December 2010 and 1 January 2011 Profit and total comprehensive income for the year ended 31 December 2011 At 31 December 2011 and 1 January 2012 and 31 December 2012	Accumulated losses (48 8
	(40

26. CONTINGENT LIABILITIES

At the end of each of the Relevant Periods, the Land Company and the Land Group had no significant contingent liabilities.

27. PLEDGE OF ASSETS

Details of the Land Group’s bank loans which are secured by the assets of the Land Group are included in note 23 to the Financial Information.

– 81 –

ACCOUNTANTS’ REPORT OF THE LAND GROUP

APPENDIX II

28. COMMITMENTS

The Land Group had the following commitments at the end of each of the Relevant Periods:

Capital commitments

HK$ million Contracted, but not provided for: Construction cost for properties under development	Land Group As at 31 December 2010 2011 2012 11 4 9

At the end of each of the Relevant Periods, the Land Company had no significant commitments.

29. RELATED PARTY BALANCES AND TRANSACTIONS

• (a) Compensation of key management personnel of the Land Group

HK$ million Short term employee benefits	Year ended 31 December 2010 2011 2012 1 4 3

(b) Due to related companies

The amounts due to the related companies are unsecured, interest-free and have no fixed terms of repayment.

30. FINANCIAL INSTRUMENTS BY CATEGORY

All financial assets and liabilities of the Land Group and the Land Company as at the end of each of the Relevant Periods are loans and receivables, and financial liabilities at amortised cost, respectively.

31. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The Land Group’s principal financial instruments comprise bank borrowings, amounts due to related companies and cash and bank balances. The main purpose of these financial instruments is to raise finance for the Land Group’s operations. The Land Group has various other financial assets and liabilities such as trade receivables and trade payables, which arise directly from its operations.

The main risks arising from the Land Group’s financial instruments are interest rate risk, credit risk and liquidity risk. The board of directors reviews and agrees policies for managing each of these risks and they are summarised below.

Interest rate risk

The Land Group’s exposure to the risk of changes in market interest rates relates primarily to the Land Group’s borrowings with floating interest rates. The Land Group operates at a low gearing ratio and as the market interest rates are stable and are maintained at a relatively low level, the Land Group’s interest rate risk is not significant.

– 82 –

ACCOUNTANTS’ REPORT OF THE LAND GROUP

APPENDIX II

The following table demonstrates the sensitivity to a reasonably possible change in interest rates, with all other variables held constant, of the Land Group’s profit before tax (through the impact on floating rate borrowings).

2010 RMB RMB 2011 RMB RMB 2012 RMB RMB Credit risk	Land Group Increase/ (decrease) in basis points Increase/ (decrease) in profit before tax HK$’000 100 (145 (100) 145 100 N/A (100) N/A 100 (625 (100) 625	Land Group Increase/ (decrease) in basis points Increase/ (decrease) in profit before tax HK$’000 100 (145 (100) 145 100 N/A (100) N/A 100 (625 (100) 625
		N/A N/A
		(625 625

The Land Group’s trade receivables consist of a large number of customers and borrowers. It is the Land Group’s policy that all customers who wish to trade on credit terms are subject to credit verification procedures. In addition, receivable balances are monitored on an ongoing basis.

The credit risk of the Land Group’s other financial assets, which comprise cash and bank balances, arises from default of the counterparty, with a maximum exposure equal to the carrying amounts of these instruments.

There is no significant concentration of credit risk in relation to the Land Group’s financial assets, other than trade receivables. Further quantitative data in respect of the Land Group’s exposure to credit risk arising from trade receivables are disclosed in note 17 to the Financial Information.

Liquidity risk

The Land Group’s objective is to maintain a balance between continuity of funding and flexibility through the use of bank overdrafts and bank loans. In addition, banking facilities have been put in place for contingency purposes.

The table below summarises the maturity profile of the Land Group’s financial liabilities based on contractual undiscounted payments.

HK$ million Within one year or on demand Trade payables Other payables and accruals Due to related companies Interest-bearing bank borrowings	2010 30 2 578 25 635	Land Group 2011 2012 122 44 22 8 624 663 67 68 835 783	Land Group 2011 2012 122 44 22 8 624 663 67 68 835 783
			783

– 83 –

ACCOUNTANTS’ REPORT OF THE LAND GROUP

APPENDIX II

Capital management

The primary objective of the Land Group’s capital management is to safeguard the Land Group’s ability to continue as a going concern. The Land Group does not have specific policies for managing capital but the Land Group will continue to utilise funding from CCT Telecom to maintain healthy capital ratios in order to support its business.

III. SUBSEQUENT FINANCIAL STATEMENTS

No audited financial statements have been prepared by the Land Group or any of its subsidiaries in respect of any period subsequent to 31 December 2012.

Yours faithfully, Ernst & Young Certified Public Accountants Hong Kong

– 84 –

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP

APPENDIX III

Set out below is the letter from Ernst & Young, the independent reporting accountants of CCT Tech, on the unaudited pro forma financial information of the Enlarged Group together with the unaudited pro forma financial information of the Enlarged Group in connection with the Restructuring Transactions of the Company.

22/F, CITIC Tower, 1 Tim Mei Avenue, Central, Hong Kong

14 June 2013

The Directors

CCT Tech International Limited

Dear Sirs,

We report on the unaudited pro forma financial information of CCT Tech International Limited (the ‘‘Company’’) and its subsidiaries (hereinafter collectively referred to as the ‘‘Group’’), which have been prepared by the directors of the Company (the ‘‘Directors’’) for illustrative purposes only, to provide information about how the Restructuring Transactions (as defined in the Circular) might have affected the financial information presented, for inclusion in Appendix III to the circular of the Company dated 14 June 2013 (the ‘‘Circular’’). The basis of preparation of the unaudited pro forma financial information of the Enlarged Group (the ‘‘Unaudited Pro Forma Financial Information’’) is set out in Appendix III to the Circular.

Respective Responsibilities of the Directors and Reporting Accountants

It is the responsibility solely of the Directors to prepare the Unaudited Pro Forma Financial Information in accordance with paragraph 4.29 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ‘‘Listing Rules’’) and with reference to Accounting Guideline 7 Preparation of Pro Forma Financial Information for Inclusion in Investment Circulars issued by the Hong Kong Institute of Certified Public Accountants (the ‘‘HKICPA’’).

It is our responsibility to form an opinion, as required by paragraph 4.29(7) of the Listing Rules, on the Unaudited Pro Forma Financial Information and to report our opinion to you. We do not accept any responsibility for any reports previously given by us on any financial information used in the compilation of the Unaudited Pro Forma Financial Information beyond that owed to those to whom those reports were addressed by us at the dates of their issue.

– 85 –

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP

APPENDIX III

Basis of Opinion

We conducted our engagement in accordance with Hong Kong Standard on Investment Circular Reporting Engagements 300 Accountants’ Reports on Pro Forma Financial Information in Investment Circulars issued by the HKICPA. Our work consisted primarily of comparing the unadjusted financial information with the source documents, considering the evidence supporting the adjustments, and discussing the Unaudited Pro Forma Financial Information with the Directors. This engagement did not involve independent examination of any of the underlying financial information.

Our work did not constitute an audit or a review made in accordance with Hong Kong Standards on Auditing, Hong Kong Standards on Review Engagements or Hong Kong Standards on Assurance Engagements issued by the HKICPA, and accordingly, we do not express any such audit or review assurance on the Unaudited Pro Forma Financial Information.

We planned and performed our work so as to obtain the information and explanations we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the Unaudited Pro Forma Financial Information has been properly compiled by the Directors on the basis stated, that such basis is consistent with the accounting policies of the Group and that the adjustments are appropriate for the purposes of the Unaudited Pro Forma Financial Information as disclosed pursuant to paragraph 4.29(1) of the Listing Rules.

The Unaudited Pro Forma Financial Information is for illustrative purposes only, based on the judgements and assumptions of the Directors, and, because of its hypothetical nature, does not provide any assurance or indication that any event will take place in the future and may not be indicative of:

• . the financial position of the Group as at 31 December 2012 or any future dates; or

• . the results and cash flows of the Group for the year ended 31 December 2012 or any future periods.

– 86 –

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP

APPENDIX III

Opinion

In our opinion:

• (a) the Unaudited Pro Forma Financial Information has been properly compiled by the Directors on the basis stated;

• (b) such basis is consistent with the accounting policies of the Group; and

• (c) the adjustments are appropriate for the purposes of the Unaudited Pro Forma Financial Information as disclosed pursuant to paragraph 4.29(1) of the Listing Rules.

Yours faithfully, Ernst & Young Certified Public Accountants Hong Kong

– 87 –

APPENDIX III UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP

INTRODUCTION TO THE UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP

Capitalised terms used herein shall have the same meanings as those defined in the Circular.

The accompanying unaudited pro forma financial information of the Enlarged Group has been prepared to illustrate the effect that the Restructuring Transactions might have on the financial information of the Group.

The unaudited pro forma consolidated statement of financial position of the Enlarged Group which was prepared based on the audited consolidated statement of financial position of the Group as at 31 December 2012, after giving effect to the pro forma adjustments as explained in the notes below, for the purpose of illustrating the effect of the Restructuring Transactions on the financial position of the Enlarged Group as if the Restructuring Transactions had taken place on 31 December 2012.

The unaudited pro forma consolidated income statement, the unaudited pro forma consolidated statement of comprehensive income and the unaudited pro forma consolidated statement of cash flows of the Enlarged Group were prepared based on the audited consolidated income statement, the audited consolidated statement of comprehensive income and the audited consolidated statement of cash flows of the Group for the year ended 31 December 2012, respectively, after giving effect to the pro forma adjustments as explained in the notes below, for the purpose of illustrating the effect of the Restructuring Transactions on the results and cash flows, respectively, of the Enlarged Group as if the Restructuring Transactions had taken place on 1 January 2012.

The unaudited pro forma financial information of the Enlarged Group has been prepared for illustrative purposes only and because of their hypothetical nature, they may not give a true picture of the financial position of the Enlarged Group had the Restructuring Transactions been completed as at 31 December 2012 or at any future dates and of the results and cash flows of the Enlarged Group for the year ended 31 December 2012 or any future periods had the Restructuring Transactions been completed on 1 January 2012 or any future dates.

– 88 –

APPENDIX III

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP

• (1) Unaudited pro forma consolidated statement of financial position of the Enlarged Group

HK$ million ASSETS NON-CURRENT ASSETS Property, plant and equipment Investment properties Prepaid land lease payments Goodwill Total non-current assets CURRENT ASSETS Inventories Properties under development Completed properties held for sale Trade receivables Prepayments, deposits and other receivables Time deposits with original maturity of more than three months Pledged time deposits Cash and cash equivalents Total current assets Total assets EQUITY AND LIABILITIES Equity attributable to owners of the parent Issued capital Reserves Total equity	The Group as at 31 December 2012 Note (a) 306 178 78 22 584 88 — — 306 35 8 186 263 886 1,470 654 (163) 491	The Land Group as at 31 December 2012 Note (b) 1 — — — 1 — 248 351 35 197 — — 19 850 851 — 63 63	Pro forma adjustments Notes — — — — — — 40 (c)(i) 112 (c)(i) — 110 (c)(i) — — (1) (e) 261 261 — (14) (d) (14)	Unaudited pro forma Enlarged Group 307 178 78 22 585 88 288 463 341 342 8 186 281 1,997 2,582 654 (114) 540

– 89 –

APPENDIX III

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP

HK$ million NON-CURRENT LIABILITIES Interest-bearing bank and other borrowings Deferred tax liabilities Promissory notes Total non-current liabilities CURRENT LIABILITIES Trade and bills payables Tax payable Other payables and accruals Receipts in advance Due to related companies Interest-bearing bank and other borrowings Total current liabilities Total liabilities Total equity and liabilities Net current assets Total assets less current liabilities	The Group as at 31 December 2012 Note (a) 82 6 67 155 309 3 115 — — 397 824 979 1,470 62 646	The Land Group as at 31 December 2012 Note (b) — — — — 44 8 8 2 663 63 788 788 851 62 63	Pro forma adjustments Notes — 114 (c)(ii) 824 (c)(iv) 938 — — — — (663) (c)(iii) — (663) 275 261 924 924	Unaudited pro forma Enlarged Group 82 120 891
				1,093
				353 11 123 2 — 460
				949
				2,042
				2,582
				1,048
				1,633

Notes:

• (a) The audited consolidated statement of financial position of the Group as at 31 December 2012 was extracted from the 2012 annual report of the Company.

• (b) The audited consolidated statement of financial position of the Land Group as at 31 December 2012 was extracted from the accountants’ report of the Land Group, which is set out in Appendix II to the Circular.

– 90 –

APPENDIX III

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP

• (c) The Group applied the acquisition method in accordance with Hong Kong Financial Reporting Standard 3 (Revised) Business Combinations (‘‘HKFRS 3’’) issued by the HKICPA, to account for the Restructuring Transactions in the unaudited pro forma statement of financial position of the Enlarged Group. The pro forma adjustments on the financial position of the Group arising from the Restructuring Transactions were estimated as follows:

Notes Net assets of the Land Group as at 31 December 2012 Total fair value adjustments on the Properties: (i) Properties under development Completed properties held for sale Prepayment for acquisition of land (Site DN1) Deferred tax liabilities recognised in respect of fair value adjustments in Note (i) (ii) Shareholder’s loan due from the Land Company as at 31 December 2012 (iii) Total pro forma fair value of identifiable net assets of the Land Group To be satisfied by the fair value of the Promissory Note (iv) Gain from a bargain purchase	HK$ million 63 262
	40 112 110
	(114) 663
	874 (824)
	50

Applying the acquisition method accounting in accordance with the HKFRS 3, the Group accounted for the net identifiable assets and liabilities of the Land Group at their estimated fair values for preparation of the pro forma statement of financial position of the Enlarged Group. The basis for the calculation of the pro forma fair value adjustments on the Properties was set out in note (i) below. It was assumed that the fair values of other identifiable assets (other than the Properties) and liabilities of the Land Group were approximate to their net book values and as such their book values had been consolidated into the pro forma financial position of the Enlarged Group. The Restructuring Transactions would give rise to a pro forma gain from a bargain purchase of approximately HK$50 million as the pro form fair value of the identifiable net assets of the Land Group upon Completion would be greater than the fair value of the Consideration.

Upon Completion, the fair values of the net identifiable assets and liabilities of the Land Group will be reassessed and accordingly, their fair values at the date of Completion may be different from those used in preparing the unaudited pro forma statement of financial position of the Enlarged Group. As such, the Restructuring Transactions may give rise to gain from a bargain purchase on the Completion Date, the amount of which may be different from that presented above, depending on the fair values of the net identifiable assets and liabilities of the Land Group and their book values as at the Completion Date.

• (i) The estimated fair value adjustments on properties under development, completed properties held for sale and prepayment for acquisition of land (represented the acquisition costs of the Site DN1) were calculated based on the valuation report on the Properties issued by Grant Sherman, which is set out in Appendix IV to the Circular. These adjustments represented the difference between the estimated market value of each category of the Properties as appraised by Grant Sherman as at 31 March 2013 and the audited net book value of that category of the Properties as at 31 December 2012.

– 91 –

APPENDIX III UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP

• (ii) This adjustment represented the deferred tax liabilities of approximately HK$114 million, estimated on the fair value adjustments of the Properties elaborated in note (i) above and was calculated based on the applicable tax rates as at 31 December 2012 in the Mainland China. Such deferred tax liabilities were only estimated for preparation of the Unaudited Pro Forma Financial Information as the actual tax liabilities will be assessed based on the actual gains arising from the sale of the Properties at the time of sale, based on the applicable tax rates in the Mainland China at that time.

• (iii) This adjustment represented the elimination of the Shareholder’s Loan due from the Land Company to its holding company as at 31 December 2012 upon consolidation of the Land Group into the Group. The Shareholder’s Loan as at the Completion Date will be assigned to the Company or its designated nominee(s) at its face value upon Completion.

• (iv) The Consideration of HK$900 million will be satisfied by way of the Promissory Note, which will have a term of three years and will be interest-free. The Promissory Note will be classified as a non-current liability of the Enlarged Group. The pro-forma adjustment in respect of the Promissory Note represented the fair value of the Promissory Note, which was arrived at amortised cost of the Promissory Note.

• (d) This adjustment represented the net effect of: (i) the elimination of the pre-acquisition reserves of the Land Group in the amount of HK$63 million as at 31 December 2012; (ii) the gain from a bargain purchase of HK$50 million, the calculation of which is set out in note (c) above; and (iii) the expenses and professional fees of approximately HK$1 million relating to the Restructuring Transactions.

• (e) This adjustment represented the cash outflow for the payment of expenses and professional fees of approximately HK$1 million relating to the Restructuring Transactions.

– 92 –

APPENDIX III

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP

(2) Unaudited pro forma consolidated income statement of the Enlarged Group

HK$ million REVENUE Cost of sales Gross profit Other income and gains Selling and distribution expenses Administrative expenses Other expenses Finance costs (LOSS)/PROFIT BEFORE TAX Income tax expense (LOSS)/PROFIT FOR THE YEAR ATTRIBUTABLE TO OWNERS OF THE PARENT	The Group for the year ended 31 December 2012 Note (a) 1,342 (1,297) 45 43 (32) (59) (4) (17) (24) (34) (58)	The Land Group for the year ended 31 December 2012 Note (b) 139 (102) 37 — (3) (15) — (5) 14 (6) 8	Pro forma adjustments Notes — — — 50 (c) — — (1) (d) (25) (e) 24 — 24	Unaudited pro forma Enlarged Group 1,481 (1,399) 82 93 (35) (74) (5) (47) 14 (40) (26)

Notes:

(a) The audited consolidated income statement of the Group for the year ended 31 December 2012 was extracted from the 2012 annual report of the Company.

• (b) The audited consolidated income statement of the Land Group for the year ended 31 December 2012 was extracted from the accountants’ report of the Land Group, which is set out in Appendix II to the Circular.

– 93 –

APPENDIX III

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP

• (c) The Group applied the acquisition method in accordance with Hong Kong Financial Reporting Standard 3 (Revised) Business Combinations (‘‘HKFRS 3’’) issued by the HKICPA, to account for the Restructuring Transactions in the unaudited pro forma statement of financial position of the Enlarged Group. The pro forma adjustments on the financial position of the Group arising from the Restructuring Transactions were estimated as follows:

Notes Net assets of the Land Group as at 31 December 2012 Total fair value adjustments on the Properties: (i) Properties under development Completed properties held for sale Prepayment for acquisition of land (Site DN1) Deferred tax liabilities recognised in respect of fair value adjustments in Note (i) (ii) Shareholder’s loan due from the Land Company as at 31 December 2012 (iii) Total pro forma fair value of identifiable net assets of the Land Group To be satisfied by the fair value of the Promissory Note (iv) Gain from a bargain purchase	HK$ million 63 262
	40 112 110
	(114) 663
	874 (824)
	50

Applying the acquisition method accounting in accordance with the HKFRS 3, the Group accounted for the net identifiable assets and liabilities of the Land Group at their estimated fair values for preparation of the pro forma statement of financial position of the Enlarged Group. The basis for the calculation of the pro forma fair value adjustments on the Properties was set out in note (i) below. It was assumed that the fair values of other identifiable assets (other than the Properties) and liabilities of the Land Group were approximate to their net book values and as such their book values had been consolidated into the pro forma financial position of the Enlarged Group. The Restructuring Transactions would give rise to a pro forma gain from a bargain purchase of approximately HK$50 million as the pro form fair value of the identifiable net assets of the Land Group upon Completion would be greater than the fair value of the Consideration.

Upon Completion, the fair values of the net identifiable assets and liabilities of the Land Group will be reassessed and accordingly, their fair values at the date of Completion may be different from those used in preparing the unaudited pro forma statement of financial position of the Enlarged Group. As such, the Restructuring Transactions may give rise to gain from a bargain purchase on the Completion Date, the amount of which may be different from that presented above, depending on the fair values of the net identifiable assets and liabilities of the Land Group and their book values as at the Completion Date.

• (i) The estimated fair value adjustments on properties under development, completed properties held for sale and prepayment for acquisition of land (represented the acquisition costs of the Site DN1) were calculated based on the valuation report on the Properties issued by Grant Sherman, which is set out in Appendix IV to the Circular. These adjustments represented the difference between the estimated market value of each category of the Properties as appraised by Grant Sherman as at 31 March 2013 and the audited net book value of that category of the Properties as at 31 December 2012.

– 94 –

APPENDIX III UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP

• (ii) This adjustment represented the deferred tax liabilities of approximately HK$114 million, estimated on the fair value adjustments of the Properties elaborated in note (i) above and was calculated based on the applicable tax rates as at 31 December 2012 in the Mainland China. Such deferred tax liabilities were only estimated for preparation of the Unaudited Pro Forma Financial Information as the actual tax liabilities will be assessed based on the actual gains arising from the sale of the Properties at the time of sale, based on the applicable tax rates in the Mainland China at that time.

• (iii) This adjustment represented the elimination of the Shareholder’s Loan due from the Land Company to its holding company as at 31 December 2012 upon consolidation of the Land Group into the Group. The Shareholder’s Loan as at the Completion Date will be assigned to the Company or its designated nominee(s) at its face value upon Completion.

• (iv) The Consideration of HK$900 million will be satisfied by way of the Promissory Note, which will have a term of three years and will be interest-free. The Promissory Note will be classified as a non-current liability of the Enlarged Group. The pro-forma adjustment in respect of the Promissory Note represented the fair value of the Promissory Note, which was arrived at amortised cost of the Promissory Note.

This adjustment will not have any continuing effect on the consolidated income statement of the Enlarged Group.

• (d) The adjustment represented the estimated amount of expenses and professional fees relating to the Restructuring Transactions. As such costs and expenses are non-recurring in nature, this adjustment will not have any continuing effect on the consolidated income statement of the Enlarged Group.

• (e) The adjustment represented the imputed finance cost relating to the Promissory Note. The imputed finance cost is only an accounting entry and will not require any cash outflow. The adjustment will have continuing effect on the consolidated income statement of the Enlarged Group, during the term of the Promissory Note.

• (f) No adjustment has been made to reflect the trading results of the Enlarged Group subsequent to 31 December 2012 or for any other transactions entered into by the Enlarged Group after that date.

– 95 –

APPENDIX III

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP

• (3) Unaudited pro forma consolidated statement of comprehensive income of the Enlarged Group

HK$ million (LOSS)/PROFIT FOR THE YEAR ATTRIBUTABLE TO OWNERS OF THE PARENT Other comprehensive income: Exchange differences on translation of foreign operations TOTAL COMPREHENSIVE (LOSS)/INCOME ATTRIBUTABLE TO OWNERS OF THE PARENT	The Group for the year ended 31 December 2012 Note (a) (58) 1 (57)	The Land Group for the year ended 31 December 2012 Note (b) 8 8 16	Pro forma adjustments Note (c) Note (d) Note (e) 50 (1) (25) — — — 50 (1) (25)	Unaudited pro forma Enlarged Group (26 9
				(17

Notes:

• (a) The audited consolidated statement of comprehensive income of the Group for the year ended 31 December 2012 was extracted from the 2012 annual report of the Company.

• (b) The audited consolidated statement of comprehensive income of the Land Group for the year ended 31 December 2012 was extracted from the accountants’ report of the Land Group, which is set out in Appendix II to the Circular.

• (c) This adjustment represented gain from a bargain purchase arising from the Restructuring Transactions. This pro forma gain was recognised as other income and gains in the unaudited pro forma consolidated income statement of the Enlarged Group. This adjustment will not have any continuing effect on the consolidated statement of comprehensive income of the Enlarged Group.

• (d) The adjustment represented the estimated amount of expenses and professional fees relating to the Restructuring Transactions. This adjustment will not have any continuing effect on the consolidated statement of comprehensive income of the Enlarged Group.

• (e) The adjustment represented the imputed finance cost relating to the Promissory Note. The adjustment will have continuing effect on the consolidated statement of comprehensive income of the Enlarged Group, during the term of the Promissory Note.

• (f) No adjustment has been made to reflect the trading results of the Enlarged Group subsequent to 31 December 2012 or for any other transactions entered by the Enlarged Group after that date.

– 96 –

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP

APPENDIX III

(4) Unaudited pro forma consolidated statement of cash flows of the Enlarged Group

HK$ million CASH FLOWS FROM OPERATING ACTIVITIES (Loss)/profit before tax Adjustments for: Finance costs Interest income Depreciation Amortisation of prepaid land lease payments Gain on disposal of items of property, plant and equipment Provision for slow-moving and obsolete inventories Gain from a bargain purchase Decrease in inventories Increase in properties under development Decrease in completed properties held for sale Decrease/(increase) in trade receivables Decrease/(increase) in prepayments, deposits and other receivables Decrease in trade and bills payables, other payables and accruals Decrease in receipts in advance Effect of foreign exchange rate changes, net Cash used in operations Interest received Interest paid Hong Kong profits tax paid PRC tax paid Net cash flows used in operating activities	The Group for the year ended 31 December 2012 Note (a) (24) 17 (5) 43 2 (8) 9 (10) 24 36 — — 17 5 (186) — — (104) 5 (15) (6) — (120)	The Land Group for the year ended 31 December 2012 Note (b) 14 5 — 2 — — — — 21 — (56) 89 (1) (4) (92) (1) 8 (36) — (5) — (4) (45)	Pro forma adjustments Note (c) Note (d) Note (e) 50 (1) (25) — — 25 — — — — — — — — — — — — — — — (50) — — — (1) — — — — — — — — — — — — — — — — — — — — — — — — — — (1) — — — — — — — — — — — — — — (1) —	Unaudited pro forma Enlarged Group 14 47 (5 45 2 (8 9 (60
				44 36 (56 89 16 1 (278 (1) 8
				(141 5 (20 (6 (4
				(166

– 97 –

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP

APPENDIX III

HK$ million CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of a subsidiary Purchases of items of property, plant and equipment Proceeds from disposal of items of property, plant and equipment and non-current assets Decrease in pledged time deposits Net cash flows from investing activities CASH FLOWS FROM FINANCING ACTIVITIES New bank loans New trust receipts loans, net Repayment of bank loans Increase in due to related companies Effect of foreign exchange rate changes, net Net cash flows (used in)/from financing activities NET DECREASE IN CASH AND CASH EQUIVALENTS Cash and cash equivalents at beginning of year Effect of foreign exchange rate changes, net CASH AND CASH EQUIVALENTS AT END OF YEAR ANALYSIS OF BALANCES OF CASH AND CASH EQUIVALENTS Cash and bank balances Non-pledged time deposits with original maturity of less than three months when acquired	The Group for the year ended 31 December 2012 Note (a) 20 (7) 11 114 138 140 18 (234) — — (76) (58) 320 1 263 168 95 263	The Land Group for the year ended 31 December 2012 Note (b) — — — — — — — — 39 2 41 (4) 23 — 19 19 — 19	Pro forma adjustments Note (c) Note (d) Note (e) — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — (1) — — — — — — — — (1) — — (1) — — — — — (1) —	Unaudited pro forma Enlarged Group 20 (7 11 114
				138
				140 18 (234 39 2
				(35
				(63 343 1
				281
				186 95
				281

– 98 –

APPENDIX III

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP

Notes:

• (a) The audited consolidated statement of cash flows of the Group for the year ended 31 December 2012 was extracted from the 2012 annual report of the Company.

• (b) The audited consolidated statement of cash flows of the Land Group for the year ended 31 December 2012 was extracted from the accountants’ report of the Land Group, which is set out in Appendix II to the Circular.

• (c) This adjustment represented gain from a bargain purchase arising from the Restructuring Transactions. This pro forma gain was recognised as other income and gains in the unaudited pro forma consolidated income statement of the Enlarged Group. This adjustment will not have any continuing effect on the consolidated statement of cash flows of the Enlarged Group.

• (d) This adjustment represented the cash outflow for the payment of expenses and professional fees relating to the Restructuring Transactions. This adjustment will not any have continuing effect on the consolidated statement of cash flows of the Enlarged Group.

• (e) The adjustment represented the imputed finance cost relating to the Promissory Note. However, the imputed finance cost is only an accounting entry and will not require any cash outflow. The adjustment will have continuing effect on the consolidated statement of cash flows of the Enlarged Group, during the term of the Promissory Note.

• (f) No adjustment has been made to reflect the trading results of the Enlarged Group subsequent to 31 December 2012 or for any other transactions entered into by the Enlarged Group after that date.

– 99 –

VALUATION REPORT ON THE PROPERTIES

APPENDIX IV

The following is the text of letter, summary of valuations and valuation certificates, prepared for the purpose of incorporation in this circular, received from Grant Sherman Appraisal Limited, an independent property valuer, in connection with their valuation as at 31 March 2013 of the property interests in relation to the restructuring transactions.

==> picture [43 x 48] intentionally omitted <==

Unit 1005, 10/F., AXA Centre, 151 Gloucester Road, Wanchai, Hong Kong

14 June 2013

The Directors CCT Tech International Limited 31st Floor, Fortis Tower, 77–79 Gloucester Road, Hong Kong

Dear Sirs,

In accordance with your instructions for us to value the property interests in the People’s Republic of China (the ‘‘PRC’’) in relation to the restructuring transactions between CCT Tech International Limited (the ‘‘Company’’) and its subsidiaries (together referred to as the ‘‘Group’’) and CCT Telecom Holdings Limited and its subsidiaries, we confirm that we have carried out inspections, made relevant enquiries and obtained such further information as we consider necessary for the purpose of providing you with our opinion of the market values of such property interests in existing state as at 31 March 2013 (‘‘date of valuation’’) for the purpose of incorporation into the circular issued by the Company on the date hereof.

Our valuation is our opinion of the market value of the property interests where we would define market value as intended to mean ‘‘the estimated amount for which a property should exchange on the date of valuation between a willing buyer and a willing seller in an arm’slength transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and without compulsion’’.

Market value is understood as the value of a property estimated without regard to costs of sale or purchase (or transaction) and without offset for any associated taxes or potential taxes.

In valuing the property interests nos. 1 to 3 in Group I, we have adopted the direct comparison approach and made reference to the recent transactions for the similar premises in the proximity. Adjustments have been made for the differences for the transaction dates, pedestrian flow, floor area etc. between the comparable properties and the subject properties.

– 100 –

VALUATION REPORT ON THE PROPERTIES

APPENDIX IV

In valuing the property interests nos. 4 to 6 in Group II, we have valued the property interests on the basis that the properties will be developed and completed in accordance the Company’s latest development proposals provided to us. We have assumed that all necessary approvals for the proposals have been obtained. In arriving our opinion of values, we have adopted direct comparison approach by making reference to the comparable sales evidences as available in the relevant market and have also taken into account the incurred construction cost and construction cost that will be expended to complete to the developments to reflect the quality of the completed development. The ‘‘gross development value’’ represents our opinion of aggregate selling prices of the saleable units of the development erected on the properties assuming that they have been completed and all sold out to independent third parties at their highest selling prices obtained as at the date of valuation.

Our valuation has been made on the assumption that the owner sells the property interests on the open market in their existing state without the benefit of a deferred terms contract, leaseback, joint venture, management agreement or any similar arrangement which would serve to increase the values of the property interests. In addition, no forced sale situation in any manner is assumed in our valuation.

We have been provided with copies of extracts of title documents relating to the properties in the PRC. However, we have not caused title searches to be made for the property interests at the relevant government bureaus in the PRC and we have not inspected the original documents to verify the ownership, encumbrances or the existence of any subsequent amendments which may not appear on the copies handed to us. In undertaking our valuation for the property interests in the PRC, we have relied on the legal opinion (‘‘the PRC legal opinion’’) provided by the Group’s PRC legal adviser, Liaoning Jiuzhi Law Firm.

We have relied to a considerable extent on information provided by the Group and have accepted advice given to us by the Group on such matters as planning approvals or statutory notices, easements, tenure, occupancy, lettings, site and floor areas and in the identification of the properties and other relevant matter. We have no reason to doubt the truth and accuracy of the information provided to us by the Company which is material to the valuation. We have also been advised by the Group that no material facts had been concealed or omitted in the information provided to us and have no reason to suspect that any material information has been withheld. All documents have been used for reference only. We consider that we have been provided with sufficient information to reach an informed view.

All dimensions, measurements and areas included in the valuation certificates are based on information contained in the documents provided to us by the Group and are approximations only. No on-site measurement has been taken.

We have inspected the exteriors of the properties, in the course of our inspection, we did not note any serious defects. However, we have not carried out a structural survey nor have we inspected woodwork or other parts of the structures which are covered, unexposed or inaccessible and we are therefore unable to report that any such parts of the properties are free from defect though in the course of our inspections we did not note any serious defects. No tests were carried out on any of the services.

– 101 –

VALUATION REPORT ON THE PROPERTIES

APPENDIX IV

We have not carried out investigation to determine the suitability of the ground conditions or the services for any property developments to be erected thereon. Our valuation is on the basis that these aspects are satisfactory and that no extraordinary expense or delay will be incurred during the construction period. Moreover, it is assumed that the utilization of the land and improvements will be within the boundaries of the sites held by the owner or permitted to be occupied by the owner. In addition, we assumed that no encroachment or trespass exits, unless noted in the valuation certificates.

No allowance has been made in our valuation for any charges, mortgages or amounts owing on the property interests nor for any expenses or taxation which may be incurred in effecting a sale. Unless otherwise stated, it is assumed that the property interests are free from encumbrances, restrictions and outgoings of an onerous nature which could affect their values.

In valuing the property interests, we have fully complied with the HKIS Valuation Standards (2012 Edition) published by The Hong Kong Institute of Surveyors (HKIS) and the requirements set out in Chapter 5 of and Practice Note 12 to the Rule Governing the Listing of Securities issued by The Stock Exchange of Hong Kong Limited.

Unless otherwise stated, all money amounts stated are in Hong Kong Dollars (HK$). The exchange rate adopted in valuing the property interests in the PRC as at 31 March 2013 was RMB1: HK$ 1.2501. There has been no significant fluctuation in the exchange rate for this currency against Hong Kong Dollars between that date and the date of this letter.

We enclose herewith the summary of valuations together with the valuation certificates.

Respectfully submitted, For and on behalf of GRANT SHERMAN APPRAISAL LIMITED Lawrence Chan Ka Wah MRICS MHKIS RPS(GP) Director Real Estate Group

Note: Mr. Lawrence Chan Ka Wah is a member of the Royal Institution of Chartered Surveyors, a member of the Hong Kong institute of Surveyors and Registered Professional Surveyors in the General Practice Section, who has over 9 years experience in the valuation of properties in Hong Kong, Macau, the PRC and the Asian Rim.

– 102 –

VALUATION REPORT ON THE PROPERTIES

APPENDIX IV

SUMMARY OF VALUATIONS

• Group I — Property interests in relation to the restructuring transactions by the Group for sale purpose in the PRC

Property 1. Unsold portion of Phase I of Landmark City, No. 253 Jiudao Road, Tiexi District, Anshan City, Liaoning Province, the PRC 2. Unsold portion of Phase II of Landmark City, No. 253 Jiudao Road, Tiexi District, Anshan City, Liaoning Province, the PRC 3. Unsold portion of Phase I of Evian Villa, No. 37 Qian Ye Street, Gaoxin District, Anshan City, Liaoning Province, the PRC	Market value in existing state as at 31 March 2013 HK$ 7,200,000 106,700,000 349,200,000

Sub-total 463,100,000

• Group II — Property interests in relation to the restructuring transactions by the Group for development purpose in the PRC

4. Phase III of Landmark City, No. 253 Jiudao Road, Tiexi District, Anshan City, Liaoning Province, the PRC 5. A parcel of land (Lot No.: DN1) located at North of Yueling Road, Gaoxin District, Anshan City, Liaoning Province, the PRC 6. Phase II of Evian Villa, No. 37 Qian Ye Street, Gaoxin District, Anshan City, Liaoning Province, the PRC Sub-total Grand-total	160,500,000 No commercial value 127,300,000
	287,800,000
	750,900,000

– 103 –

VALUATION REPORT ON THE PROPERTIES

APPENDIX IV

VALUATION CERTIFICATE

Group I — Property interests in relation to the restructuring transactions by the Group for sale purpose in the PRC

• Property Description and tenure

• 1. Unsold portion of The subject development (‘‘the Phase I of Development’’) comprises a parcel of Landmark City, irregular-shaped land having a site No. 253 Jiudao area of approximately 69,117.36 Road, sq.m. and will be developed into 22 Tiexi District, blocks of residential buildings and Anshan City, various community facilities in 3 Liaoning Province, phases with an estimated total gross the PRC floor area of approximately 212,782.47 sq.m. (excluding community facilities). The property comprises 10 residential units with a total gross floor area of approximately 1,690.23 sq.m. in Phase I of the Development completed in about 2010.

Market value in Particular of existing state as at occupancy 31 March 2013 HK$ The property was 7,200,000 vacant as at the date of valuation.

The land use rights of the Development were granted for terms of 40 and 70 years expiring on 18 December 2047 and 18 December 2077 for commercial and residential uses respectively.

Notes:

• (i) Pursuant to a State-owned Land Use Rights Grant Contract dated 18 December 2007, entered into between the Land Resources Bureau of Anshan City (Party A) and 中建電訊(鞍山)房地產開發有限公 司 (CCT Telecom (Anshan) Property Development Company Limited), now known as 中建置地(鞍山) 房地產開發有限公司 (CCT Land Development (Anshan) Company Limited) (Party B), the land use rights of the Development with a site area of approximately 79,441.45 sq.m. was granted from Party A to Party B at a consideration of RMB82,941,000 for terms of 40 and 70 years for commercial and residential uses respectively. The salient development condition(s) stated are as below:

Plot Ratio 52.9 Greenary Ratio >25% Site Coverage <35% Building Height Restriction <100 metres Miscellaneous community facilities with a total gross floor area of approximately 5,750 sq.m.

• (ii) According to a supplemental agreement dated 1 February 2008, the site area of the Development stated in Note (i) was revised to approximately 69,117.36 sq.m.

– 104 –

VALUATION REPORT ON THE PROPERTIES

APPENDIX IV

• (iii) Pursuant to a State-owned Land Use Rights Certificate (Document No. 鞍國用(2009)第200741號 (An Guo Yong (2009) No. 200741) dated 10 August 2009 issued by the Land Resources Bureau of Anshan City, the land use rights of the Development with a site area of approximately 69,117.36 sq.m. were granted to 中置(鞍山)房地產開發有限公司 (CCT Land (Anshan) Property Development Company Limited) for composite use for terms expiring on 18 December 2077 for residential use and 18 December 2047 for commercial use.

• (iv) As advised by the Company, there are 10 residential units with a total gross floor area of approximately 1,690.23 sq.m. unsold in Phase I of the Development as at the date of valuation. Hence, in the course of our valuation, we have relied on this information provided by the Company, if there are any differences between this information and the actual gross floor area of the property, we reserved our rights to revise our valuation opinions.

• (v) As advised by the Company, the pre-sale of the property stated in Note (iv) was permitted as at the date of valuation.

• (vi) The property was inspected by Mr. Lawrence Chan Ka Wah (MRICS MHKIS RPS (GP)) on 16 December 2012. Upon our inspection, the external condition of the property was good.

• (vii) The property is situated at 253 Jiudao Road, South of Tiexi District. Various residential buildings and commercial developments can be found in the locality. The property is accessible by bus and taxi. The average selling prices in residential sector were generally from RMB3,200 per sq.m. to RMB5,000 sq.m. as at the date of valuation, subject to the location, quality, development scale, building age, etc. factors.

• (viii) We have been provided with a legal opinion regarding to the Company’s PRC legal adviser, Liaoning Jiuzhi Law Firm, which contains, inter alia, the following:

• (a) The property is legally owned by 中置(鞍山)房地產開發有限公司 (CCT Land (Anshan) Property Development Company Limited);

• (b) The property is entitled to be occupied, transferred, leased and mortgaged;

• (c) The property is free from any mortgage, charges, orders and other legal encumbrances which may cause adverse effects on the ownership of the property;

• (d) According to 5 Commodity Housing Pre-sale Permits (Document Nos.: 2010001, 2010001A, 2010037, 2010037A and 2010001B), the pre-sale of Landmark Phase I with a total gross floor area of approximately 48,645.8 sq.m. was permitted; and

• (e) The major legal documents obtained as shown below:

  • (1) State-owned Land Use Rights Certificate Yes (2) State-owned Land Use Rights Grant Contract Yes (3) Commodity Housing Pre-sale Permits Yes

(Approximately 48,645.8 sq.m. of the Landmark Phase I only)

– 105 –

VALUATION REPORT ON THE PROPERTIES

APPENDIX IV

VALUATION CERTIFICATE

• Market value in

• Particular of existing state as at

• Property Description and tenure occupancy 31 March 2013 HK$

• 1. Unsold portion of The subject development (‘‘the The property was 106,700,000 Phase II of Development’’) comprises a parcel of vacant as at the date Landmark City, irregular-shaped land having a site of valuation. No. 253 Jiudao area of approximately 69,117.36 Road, sq.m. and will be developed into 22 Tiexi District, blocks of residential buildings and Anshan City, various community facilities in 3 Liaoning Province, phases with an estimated total gross the PRC floor area of approximately 212,782.47 sq.m. (excluding community facilities). The total gross floor area of the property is approximately 21,022.59 sq.m. which comprises 188 residential units and 2 commercial units in Phase II of the Development. It was completed in about 2011. The land use rights of the Development were granted for terms of 40 and 70 years expiring on 18 December 2047 and 18 December 2077 for commercial and residential uses respectively.

Notes:

• (i) Pursuant to a State-owned Land Use Rights Grant Contract dated 18 December 2007, entered into between the Land Resources Bureau of Anshan City (Party A) and 中建電訊(鞍山)房地產開發有限公 司 (CCT Telecom (Anshan) Property Development Company Limited), now known as 中建置地(鞍山) 房地產開發有限公司 (CCT Land Development (Anshan) Company Limited) (Party B), the land use rights of the Development with a site area of approximately 79,441.45 sq.m. was granted from Party A to Party B at a consideration of RMB82,941,000 for terms of 40 and 70 years for commercial and residential uses respectively. The salient development condition(s) stated are as below:

Plot Ratio 52.9 Greenary Ratio >25% Site Coverage <35% Building Height Restriction <100 metres Miscellaneous community facilities with a total gross floor area of approximately 5,750 sq.m.

• (ii) According to a supplemental agreement dated 1 February 2008, the site area of the Development stated in Note (i) was revised to approximately 69,117.36 sq.m.

• (iii) Pursuant to a State-owned Land Use Rights Certificate (Document No. 鞍國用(2009)第200741號 (An Guo Yong (2009) No. 200741) dated 10 August 2009 issued by the Land Resources Bureau of Anshan City, the land use rights of the Development with a site area of approximately 69,117.36 sq.m. were granted to 中置(鞍山)房地產開發有限公司 (CCT Land (Anshan) Property Development Company Limited) for composite use for terms expiring on 18 December 2077 for residential use and 18 December 2047 for commercial use.

– 106 –

VALUATION REPORT ON THE PROPERTIES

APPENDIX IV

• (iv) As advised by the Company, there are 190 units with a total gross floor area of approximately 21,022.59 sq.m. unsold in Phase II of the Development as at the date of valuation. Hence, in the course of our valuation, we have relied on this information provided by the Company, if there are any differences between this information and the actual gross floor area of the property, we reserved our rights to revise our valuation opinions.

• (v) As advised by the Company, the pre-sale of 136 units with a total gross floor area of approximately 14,390.18 sq.m. out of 190 units stated in Note (iv) was permitted as at the date of valuation.

• (vi) The property was inspected by Mr. Lawrence Chan Ka Wah (MRICS MHKIS RPS(GP)) on 16 December 2012. Upon our inspection, the external condition of the property was good.

• (vii) The property is situated at 253 Jiudao Road, South of Tiexi District. Various residential buildings and commercial developments can be found in the locality. The property is accessible by bus and taxi. The average selling prices in residential and commercial sectors were generally from RMB3,200 per sq.m. to RMB5,000 sq.m. and from RMB6,800 per sq.m. to RMB10,000 per sq.m. respectively as at the date of valuation subject to the location, quality, development scale, building age, etc. factors.

• (viii) We have been provided with a legal opinion regarding to the property by the Company’s PRC legal adviser, Liaoning Jiuzhi Law Firm, which contains, inter alia, the following:

• (a) The property is legally owned by 中置(鞍山)房地產開發有限公司 (CCT Land (Anshan) Property Development Company Limited);

• (b) The property is entitled to be occupied, transferred, leased and mortgaged;

• (c) The property is free from any mortgage, charges, orders and other legal encumbrances which may cause adverse effects on the ownership of the property;

• (d) According to 2 Commodity Housing Pre-sale Permits (Document Nos.: 2011049 and 2011049A), the pre-sale of Landmark Phase II with a total gross floor area of approximately 44,263.2 sq.m. was permitted; and

• (e) The major legal document obtained as shown below:

  • (1) State-owned Land Use Rights Certificate Yes (2) State-owned Land Use Rights Grant Contract Yes (3) Commodity Housing Pre-sale Permits Yes

(Approximately 44,263.2 sq.m. of the Landmark Phase II only)

– 107 –

VALUATION REPORT ON THE PROPERTIES

APPENDIX IV

VALUATION CERTIFICATE

• Market value in

• Particular of existing state as at

• Property Description and tenure occupancy 31 March 2013 HK$

• 1. Unsold portion of The subject development (‘‘the The property was 349,200,000 Phase I of Development’’) comprises a parcel of vacant as at the date Evian Villa, irregular-shaped land having a site of valuation. No. 37 Qian Ye area of approximately 74,738.08 Street, sq.m. and will be developed into 27 Gaoxin District, blocks of residential buildings and Anshan City, various community facilities in 2 Liaoning Province, phases with an estimated total gross the PRC floor area of approximately 127,985.42 sq.m. (excluding community facilities). The property comprises 224 residential units with a total gross floor area of approximately 38,778.23 sq.m. together with 28 garages, 28 store rooms and a level of carpark providing about 266 carparking spaces in Phase I of the Development completed in about 2011. The land use rights of the Development were granted for terms of 40 and 70 years expiring on 14 March 2050 and 14 March 2080 for commercial and residential uses respectively.

Notes:

• (i) Pursuant to a State-owned Land Use Rights Grant Contract dated 13 April 2010, entered into between the Land Resources Bureau of Anshan City (Party A) and 中建置地(鞍山)房地產開發有限公司 (CCT Land Development (Anshan) Company Limited) (Party B), the land use rights of the Development with a site area of approximately 74,738.08 sq.m. were granted from Party A to Party B at a consideration of RMB132,290,000 for terms of 40 and 70 years for commercial and residential uses respectively. The salient development condition(s) stated are as below:

Plot Ratio <1.8 Greenery Ratio >30% Site coverage <28% Miscellaneous: (i) the gross floor area of the commercial portion must not less than 4% of the total gross floor area of the property; (ii) No. of carparking spaces: (a) 0.3 carparking spaces per 100 sq.m. of the gross floor area of commercial portion; and (b) 1 carparking space per residential unit.

• (ii) Pursuant to a State-owned Land Use Rights Certificate (Document No. 鞍國用(2010)第60024號 (An Guo Yong (2010) No. 60024) dated 14 May 2010 issued by the Land Resources Bureau of Anshan City, the land use rights of the Development with a site area of approximately 74,738.08 sq.m. were granted to中建置地(鞍山)房地產開發有限公司(CCT Land Development (Anshan) Company Limited) for residential use expiring on 14 March 2080 and for commercial use expiring on 14 March 2050.

– 108 –

VALUATION REPORT ON THE PROPERTIES

APPENDIX IV

• (iii) As advised by the Company, there are 224 residential units with a total gross floor area of approximately 38,778.23 sq.m. together with 28 garages, 28 store rooms and a level of carpark providing about 266 carparking spaces unsold in Phase I of the Development as at the date of valuation. Hence, in the course of our valuation, we have relied on this information provided by the Company, if there are any differences between this information and the actual gross floor area of the property, we reserved our rights to revise our valuation opinions.

• (iv) As advised by the Company, the pre-sale of 198 residential units out of 224 residential units stated in Note (iii) with a total gross floor area of approximately 33,850.72 sq.m. together with 20 garages out of 28 garages stated in Note (iii) were permitted as at the date of valuation.

• (v) The property was inspected by Mr. Lawrence Chan Ka Wah (MRICS MHKIS RPS(GP)) on 16 December 2012. Upon our inspection, the external condition of the property was good.

• (vi) The property is situated at 37 Qian Ye Street, North of Gaoxin District. Various residential buildings and commercial developments can be found in the locality. The property is accessible by bus and taxi. As at the date of valuation, the average selling prices in residential and car parking space sectors were generally from RMB5,000 per sq.m. to RMB9,000 per sq.m. and from RMB100,000 per carpark to RMB200,000 per carpark respectively subject to the location, quality, development scale, building age, etc. factors.

• (vii) We have been provided with a legal opinion regarding the property by the Company’s PRC legal adviser, Liaoning Jiuzhi Law Firm, which contains, inter alia, the following:

• (a) The property is legally owned by 中建置地(鞍山)房地產開發有限公司(CCT Land Development (Anshan) Company Limited);

• (b) The property is entitled to be occupied, transferred, leased and mortgaged;

• (c) According to mortgage agreement entered into between 中建置地(鞍山)房地產開發有限公 司(CCT Land Development (Anshan) Company Limited) and Anshan Branch, Shanghai Pudong Development Bank, the land parcel of the Development with a site area of approximately 74,738.08 sq.m. was mortgaged at an amount of RMB70,000,000 commencing from 16 March 2011 and expiring on 16 March 2014;

• (d) According to two Commodity Housing Pre-sale Permits (Document No.: 2011059 and 2011059A), the pre-sale of Evian Villa Phase I with a total gross floor area of approximately 47,079.9 sq.m. was permitted; and

• (e) The major legal documents obtained as shown below:

  • (1) State-owned Land Use Rights Certificate Yes (2) State-owned Land Use Rights Grant Contract Yes (3) Commodity Housing Pre-sale Permits Yes

(Approximately 47,079.9 sq.m. of Evian Villa Phase I only)

– 109 –

VALUATION REPORT ON THE PROPERTIES

APPENDIX IV

VALUATION CERTIFICATE

Group II — Property interests in relation to the restructuring transactions by the Group for development purpose in the PRC

• Property Description and tenure

• 1. Phase III of The subject development (‘‘the Landmark City, Development’’) comprises a parcel of No. 253 Jiudao irregular-shaped land having a site Road, Tiexi District, area of approximately 69,117.36 Anshan City, sq.m. and will be developed into 22 Liaoning Province, blocks of residential buildings and the PRC some community facilities in 3 phases with an estimated total gross floor area of approximately 212,782.47 sq.m. (excluding community facilities).

Market value in Particular of existing state as at occupancy 31 March 2013 HK$ The property was 160,500,000 under construction as at the date of valuation. It is expected to be completed in about 4th quarter 2013.

As advised by the Company, the property comprises a site area of approximately 35,787 sq.m. The particulars of the subject property are summarized in Note (v).

The land use rights of the Development were granted for terms of 40 and 70 years expiring on 18 December 2047 and 18 December 2077 for commercial and residential uses respectively.

Notes:

• (i) Pursuant to a State-owned Land Use Rights Grant Contract dated 18 December 2007, entered into between the Land Resources Bureau of Anshan City (Party A) and 中建電訊（鞍山）房地產開發有限公 司 (CCT Telecom (Anshan) Property Development Company Limited), now known as 中建置地(鞍山) 房地產開發有限公司 (CCT Land Development (Anshan) Company Limited) (Party B), the land use rights of the Development with a site area of approximately 79,441.45 sq.m. was granted from Party A to Party B at a consideration of RMB82,941,000 for terms of 40 and 70 years for commercial and residential uses respectively. The salient development condition(s) stated are as below:

Plot Ratio 52.9 Greenery Ratio >25% Site Coverage <35% Building Height Restriction <100 metres Miscellaneous community facilities with a total gross floor area of approximately 5,750 sq.m.

• (ii) According to a supplemental agreement dated 1 February 2008, the site area of the Development stated in Note (i) was revised to approximately 69,117.36 sq.m.

– 110 –

VALUATION REPORT ON THE PROPERTIES

APPENDIX IV

• (iii) Pursuant to a State-owned Land Use Rights Certificate (Document No. 鞍國用(2009)第200741號 (An Guo Yong (2009) No. 200741) dated 10 August 2009 issued by the Land Resources Bureau of Anshan City, the land use rights of the Development with a site area of approximately 69,117.36 sq.m. were granted to 中置(鞍山)房地產開發有限公司 (CCT Land (Anshan) Property Development Company Limited) for composite use for terms expiring on 18 December 2077 for residential use and 18 December 2047 for commercial use.

• (iv) As instructed by the Group, the site area in Phase III of the Development is approximately 35,787 sq.m. The estimated total development cost (including construction cost) incurred as at the date of valuation was about RMB60,000,000 and the estimated total development cost (including construction cost) for completion of the Development of Phase III is RMB311,000,000.

• (v) According to the information provided by the Company, the property will be developed into a comprehensive development with as estimated total gross floor area of approximately 114,717.39 sq.m. (inclusive of carparking spaces and community facilities). The property will comprise 8 blocks of residential buildings providing 1,069 residential units, 31 commercial units, 151 carparking spaces and various community facilities. The summary of the estimated gross floor area of the property is as below:

	Approximately estimated
Portion	Gross Floor Area
	(sq.m.)
Residential	89,499.66
Commercial	10,184.17
Carparking spaces	8,696.96 (about 151 carparking spaces)
Sub-total (inclusive of carparking spaces)	108,380.79
Community facilities	6,336.60
Grand total	114,717.39

Regarding to the development proposal above and the development cost of the property stated in Note (iv) respectively, we have relied on the information provided by the Company, if there are any differences between this information and the actual development criteria and the development cost, we reserved our rights to revise our valuation opinions.

• (vi) The market value of the property after completion is RMB441,850,000 by assuming the property has been completed as at the date of valuation and in accordance with the existing development proposal provided by the Company stated in Note (v).

• (vii) The property was inspected by Mr. Lawrence Chan Ka Wah (MRICS MHKIS RPS(GP)) on 16 December 2012. Upon our inspection, the property was under construction as at the date of valuation.

• (viii) The property is situated at 253 Jiudao Road, South of Tiexi District. Various residential buildings and commercial developments can be found in the locality. The property is accessible by bus and taxi. As at the date of valuation, the average selling price in residential, commercial and car parking spaces sectors were generally from RMB3,200 per sq.m. to RMB5,000 sq.m., from RMB6,800 per sq.m. to RMB10,000 per sq.m. and from RMB100,000 per carparking space to RMB170,000 per carparking space respectively subject to the location, quality, development scale, building age, etc. factors.

• (ix) We have been provided with a legal opinion regarding the property by the Company’s PRC legal adviser, Liaoning Jiuzhi Law Firm, which contains, inter alia, the following:

• (a) The property is legally owned by 中置（鞍山）房地產開發有限公司 (CCT Land (Anshan) Property Development Company Limited);

• (b) The property is entitled to be occupied, transferred, leased and mortgaged;

• (c) The property is free from any mortgage, charges, orders and other legal encumbrances which may cause adverse effects on the ownership of the property;

– 111 –

VALUATION REPORT ON THE PROPERTIES

APPENDIX IV

• (d) According to a Construction Land Planning Permit (Document No.: Di Zi No. 210301200900060) dated 3 September 2009, the construction work of the Development with a total site area of approximately 69,117.36 sq.m. was permitted;

• (e) According to a Construction Work Commencement Permit (Document No.: 210300201303110101) dated 11 March 2013, the construction work of the property with a total gross floor area of approximately 117,640 sq.m. was permitted;

• (f) According to a Construction Work Planning Permit (Document No.: 210301200900164) dated 24 August 2009, the construction work of the Development with a total gross floor area of approximately 204,099 sq.m. was permitted; and

• (g) The major legal documents obtained as shown below:

• (1) State-owned Land Use Rights Certificate Yes

• (2) State-owned Land Use Rights Grant Contract Yes

• (3) Construction Work Planning Permit Yes

• (4) Construction Work Commencement Permit Yes (5) Construction Land Planning Permit Yes

– 112 –

VALUATION REPORT ON THE PROPERTIES

APPENDIX IV

VALUATION CERTIFICATE

Market value in Particular of existing state as at Property Description and tenure occupancy 31 March 2013 HK$ 5. A parcel of land The property comprises a parcel of The property was a No commercial (Lot No.: DN1) land having a site area of clear site as at the value located at North of approximately 82,843 sq.m.. date of valuation. It Yueling Road, is expected to be Gaoxin District, The particulars of the subject property completed in about Anshan City, area summarized in Note (iv). 2016. Liaoning Province, the PRC The land use rights of the property were granted for terms of 40 years and 70 years for commercial/financial and residential uses respectively.

Notes:

• (i) Pursuant to a Confirmation Letter for Transaction (掛牌出讓成交確認書) dated 2 July 2008, entered into between the Land Resources Bureau of Anshan City (Party A) and 中建置地(鞍山)房地產開發有限 公司 (CCT Land Development (Anshan) Company Limited) (Party B), the land use rights of the property with a site area of approximately 82,843.22 sq.m. were granted from Party A to Party B at a consideration of RMB149,120,000 for terms of 40 and 70 years for commercial/financial and residential uses respectively. The salient development condition(s) stated are as below:

Plot Ratio	52.6
Greenery Ratio	>30%
Site Coverage	<28%
Building Height Restriction	<100	metres
Miscellaneous	(i)	the gross floor area of the commercial portion must not less than
		4% of	the total gross floor area of the property;
	(ii)	No. of carparking spaces:
		(a)	0.3 carparking spaces per 100 sq.m. of the gross floor area
			of commercial portion; and
		(b)	1 carparking space per residential unit.

• (ii) As advised by the Company, the estimated total development cost (including construction cost) incurred as at the date of valuation was about RMB4,400,000 and the estimated total development cost (including construction cost) for completion of the property is RMB660,000,000.

• (iii) In the course of our valuation, we have ascribed no commercial value to the property due to the absence of State-owned Land Use Rights Certificate, hence it is not entitled to be transferred, leased and mortgaged in the market.

However, for indicative purpose, the market value of the property as at the date of valuation is RMB241,400,000 (equivalent to approximately HK$301,800,000) by assuming the relevant State-owned Land Use Rights Certificate was obtained and the property is freely transferrable.

– 113 –

VALUATION REPORT ON THE PROPERTIES

APPENDIX IV

• (iv) According to the information provided by the Company, the property will be developed into a comprehensive residential development with an estimated total gross floor area of approximately 280,935 sq.m. (inclusive of carparking spaces). The development will comprise of 1,976 residential units, 56 commercial units and 1,200 carparking spaces. The summary of the estimated gross floor area of the property is as below:

	Estimated approximate
Portion	Gross Floor Area
	(sq.m.)
Residential	210,568
Commercial	10,352
Carparking spaces	60,015 (1,200 carparking spaces)
Total (inclusive of carparking spaces)	280,935

Regarding to the development proposal above and the development cost of the property stated in Note (ii) respectively, we have relied on the information provided by the Company, if there are any differences between this information and the actual development criteria and the development cost, we reserved our rights to revise our valuation opinions.

• (v) The market value of the property after completion is RMB1,297,500,000 by assuming the property has been completed as at the date of valuation and in accordance with the existing development proposal provided by the Company.

• (vi) The property was inspected by Mr. Lawrence Chan Ka Wah (MRICS MHKIS RPS(GP)) on 16 December 2012. Upon our inspection, the property was a clear site as at the date of valuation.

• (vii) The property is situated at North of Yueling Road, North of Gaoxin District. Various residential buildings and commercial developments can be found in the locality. The property is accessible by bus and taxi. As at the date of valuation, the average selling prices in residential, commercial and car parking space sectors were generally from RMB5,000 per sq.m. to RMB9,000 per sq.m., from RMB7,000 per sq.m. to RMB12,000 per sq.m. and from RMB100,000 per carparking space to RMB200,000 per carparking space respectively subject to the location, quality, development scale, building age, etc. factors.

• (viii) We have been provided with a legal opinion regarding the property by the Company’s PRC legal adviser, Liaoning Jiuzhi Law Firm, which contains, inter alia, the following:

• (a) 中建置地(鞍山)房地產開發有限公司(CCT Land Development (Anshan) Company Limited) has made land premium and related taxation payment in full;

• (b) 中建置地(鞍山)房地產開發有限公司(CCT Land Development (Anshan) Company Limited) is the legally owner of the property;

• (c) The property is entitled to be occupied, transferred, leased and mortgaged;

• (d) The property is free from any mortgage, charges, orders and other legal encumbrances which may cause adverse effects on the ownership of the property; and

• (e) The major legal documents obtained as shown below:

  • (1) Confirmation Letter for Transaction Yes (2) State-owned Land Use Rights Certificate No (3) State-owned Land Use Rights Grant Contract No (4) Construction Work Planning Permit No (5) Construction Work Commencement Permit No (6) Construction Land Planning Permit No

– 114 –

VALUATION REPORT ON THE PROPERTIES

APPENDIX IV

VALUATION CERTIFICATE

Description and tenure

Property

1. Phase II of The subject development (‘‘the Evian Villa, Development’’) comprises a parcel of No. 37 Qian Ye irregular-shaped land having a site Street, area of approximately 74,738.08 Gaoxin District, sq.m. and will be developed into 27 Anshan City, blocks of residential buildings and Liaoning Province, various community facilities in 2 The PRC phases with an estimated total gross floor area of approximately 127,985.42 sq.m. (excluding community facilities).

Market value in Particular of existing state as at occupancy 31 March 2013 HK$ The property was 127,300,000 under construction as at the date of valuation. It is expected to be completed in about 2014.

As advised, the property comprises a site area of approximately 34,198 sq.m. The particulars of the subject property are summarized in Note (iv). The land use rights of the Development were granted for terms of 40 and 70 years expiring on 14 March 2050 and 14 March 2080 for commercial and residential uses respectively.

Notes

• (i) Pursuant to a State-owned Land Use Rights Grant Contract dated 13 April 2010, entered into between the Land Resources Bureau of Anshan City (Party A) and 中建置地(鞍山)房地產開發有限公司 (CCT Land Development (Anshan) Company Limited) (Party B), the land use rights of the Development with a site area of approximately 74,738.08 sq.m. were granted from Party A to Party B at a consideration of RMB132,290,000 for terms of 40 and 70 years for commercial and residential uses respectively. The salient development condition(s) stated are as below:

Plot Ratio	<1.8
Greenery Ratio	>30%
Site coverage	<28%
Miscellaneous:	(i)	the gross floor area of the commercial portion must not less than
		4% of the total gross floor area of the property;
	(ii)	No. of carparking spaces:
		(a)	0.3 carparking spaces per 100 sq.m. of the gross floor area
			of commercial portion; and
		(b)	1 carparking space per residential unit.

• (ii) Pursuant to a State-owned Land Use Rights Certificate (Document No. 鞍國用(2010)第60024號 (An Guo Yong (2010) No. 60024) dated 14 May 2010 issued by the Land Resources Bureau of Anshan City, the land use rights of the Development with a site area of approximately 74,738.08 sq.m. were granted to 中建置地(鞍山)房地產開發有限公司(CCT Land Development (Anshan) Company Limited). The permitted use of the Development is residential. Residential use is granted for terms expiring on 14 March 2080 and commercial use is granted for a term expiring on 14 March 2050 respectively.

– 115 –

VALUATION REPORT ON THE PROPERTIES

APPENDIX IV

• (iii) As instructed, the property comprises a parcel of land with a total site of approximately 34,198 sq.m. As advised by the Company, the total estimated development cost (including construction cost) incurred as at the date of valuation was about RMB13,800,000 and the estimated total development cost (including construction cost) for completion of the property is RMB248,820,000.

• (iv) According to the information provided by the Company, the property will be developed into a comprehensive residential development with an estimated gross floor area of approximately 64,772.91 sq.m. (inclusive of carparking spaces). The development will comprise of 381 residential units, commercial portion and 217 carparking spaces. The summary of the estimated gross floor area of the property is as below:

	Estimated approximate
Portion	Gross Floor Area
	(sq.m.)
Residential	51,734.90
Commercial	1,754.59
Carparking spaces	11,283.42 (217 carparking spaces)
Total (inclusive of carparking spaces)	64,772.91

Regarding to the development proposal above and the development cost of the property stated in Note (iii) respectively, we have relied on the information provided by the Company, if there are any differences between this information and the actual development criteria and the development cost, we reserved our rights to revise our valuation opinions.

• (v) The market value of the property after completion is RMB354,250,000 by assuming the property has been completed as at the date of valuation and in accordance with the existing development proposal stated in Note (iv) provided by the Company.

• (vi) The property was inspected by Mr. Lawrence Chan Ka Wah (MRICS MHKIS RPS(GP)) on 16 December 2012. Upon our inspection, the property was under construction as at the date of valuation.

• (vii) The property is situated at 37 Qianye Street, North of Gaoxin District. Various residential buildings and commercial developments can be found in the locality. The property is accessible by bus and taxi. As at the date of valuation, the average selling prices in residential, commercial and car parking space sectors were generally from RMB5,000 per sq.m. to RMB9,000 per sq.m., from RMB7,000 per sq.m. to RMB12,000 per sq.m. and from RMB100,000 per carparking space to RMB200,000 per carparking space respectively subject to the location, quality, development scale, building age, etc. factors.

• (viii) We have been provided with a legal opinion regarding the property by the Company’s PRC adviser, Liaoning Jiuzhi Law Firm, which contains, inter alia, the following:

• (a) The property is legally owned by 中建置地(鞍山)房地產開發有限公司(CCT Land Development (Anshan) Company Limited);

• (b) The property is entitled to be occupied, transferred, leased and mortgaged;

• (c) According to mortgage agreement entered into between 中建置地(鞍山)房地產開發有限公 司(CCT Land Development (Anshan) Company Limited) and Anshan Branch, Shanghai Pudong Development Bank, the land parcel of the Development with a site area of approximately 74,738.08 sq.m. was mortgaged at an amount of RMB70,000,000 commencing from 16 March 2011 and expiring on 16 March 2014;

• (d) According to a Construction Work Planning Permit (Document No.: 210301201000314) dated 17 December 2010, the construction work of the Development with a total gross floor area of approximately 105,928 sq.m. was permitted;

– 116 –

VALUATION REPORT ON THE PROPERTIES

APPENDIX IV

• (e) According to a Construction Land Planning Permit (Document No.: Di Zi No. 210301201000081) dated 5 July 2010, the construction work of the Development with a total site area of approximately 74,738.08 sq.m. was permitted;

• (f) 中建置地（鞍山）房地產開發有限公司 (CCT Land Development (Anshan) Company Limited) could apply for the Construction Work Commencement Permit upon settling certain ‘‘fees in lieu of building air-raid shelter’’ (人防費用) and fees for connection of utilities to the site to the local government. There are no foreseeable legal impediments for 中建置地（鞍山）房地產開發有限公 司 (CCT Land Development (Anshan) Company Limited) to obtain the Construction Work Commencement Permit and Pre-sale Permit; and

• (g) The major legal documents obtained as shown below:

• (1) State-owned Land Use Rights Certificate Yes (2) State-owned Land Use Rights Grant Contract Yes (3) Construction Work Planning Permit Yes (4) Construction Work Commencement Permit No (5) Construction Land Planning Permit Yes

– 117 –

GENERAL INFORMATION

APPENDIX V

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 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 as at the Latest Practicable Date

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,
Clement (Note)	—	33,026,391,124	33,026,391,124	50.49
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

– 118 –

GENERAL INFORMATION

APPENDIX V

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 approximately 50.03% of the total issued share capital in CCT Telecom as at the Latest Practicable Date.

• (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 (Note)	8,475,652	294,775,079	303,250,731	50.03
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.

(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).

– 119 –

GENERAL INFORMATION

APPENDIX V

• (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 2012, 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 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 the	share capital of
Name of the Shareholders	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 Company Limited	29,326,391,124	44.83

– 120 –

GENERAL INFORMATION

APPENDIX V

Notes:

1. 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 wholly-owned subsidiary of CCT Telecom. Mr. Mak Shiu Tong, Clement, an executive Director, chairman and chief executive officer of the Company is deemed to be interested in the above-mentioned 33,026,391,124 Shares 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. Mr. Mak’s interest in such Shares has been disclosed in sub-section (a) (1) of this section.

2. The interest disclosed represents 29,326,391,124 Shares held by Jade Assets Company Limited, 1,350,000,000 Shares held by CCT Assets Management Limited and 2,350,000,000 Shares held by Expert Success International Limited, 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.

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. QUALIFICATIONS AND CONSENTS OF EXPERTS

The followings are the qualifications of the experts who have given opinions and advice which are contained in this circular:

Name	Qualification
Ernst & Young	Certified Public Accountants
First Shanghai	A licensed corporation under the SFO to carry out type 6 (advising
	on corporate finance) regulated activity
Grant Sherman	Professional valuer

– 121 –

GENERAL INFORMATION

APPENDIX V

• (i) None of Ernst & Young, First Shanghai and Grant Sherman has any shareholding, directly or indirectly, in the Company or any member of the Enlarged 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 Enlarged Group as at the Latest Practicable Date;

• (ii) Each of Ernst & Young, First Shanghai and Grant Sherman has given and has not withdrawn its written consent to the issue of this circular with the inclusion herein of its letter/report and reference to its name in the form and context in which they are included; and

• (iii) None of Ernst & Young, First Shanghai and Grant Sherman 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 Enlarged Group, or was proposed to be acquired, or disposed of by, or leased to any member of the Enlarged Group since 31 December 2012, the date to which the latest published audited financial statements of the Group were made up.

6. MATERIAL ADVERSE CHANGE

Save as disclosed in the 2012 annual report of the Group, 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 2012, being the date to which the latest published audited financial statements of the Group were made up, up to the Latest Practicable Date.

7. MATERIAL CONTRACTS

The following contracts (not being entered into in the ordinary course of business of the Group) have been entered into by the Group within the two years immediately preceding the date of the Announcement and up to and including the Latest Practicable Date which are, or may be, material:

• (i) the Agreement;

• (ii) the manufacturing agreement dated 9 October 2012 entered into between the Company and CCT Telecom governing the terms and conditions for the manufacture and supply of (1) the plastic casings and components and any other components (the ‘‘Component Products’’) and (2) the dies, casts, moulds and any other relevant toolings required to manufacture the Component Products by CCT Telecom Remaining Group to the CCT Tech Group for the production of telecom, electronic and child products at a transaction cap of HK$300 million, HK$400 million and HK$500 million for the financial year ending 31 December 2013, 31 December 2014 and 31 December 2015 respectively; and

– 122 –

GENERAL INFORMATION

APPENDIX V

• (iii) the agreement dated 1 February 2012 entered into between CCT Telecom as vendor and the Company as purchaser in respect of (1) the acquisition by the Company (or its designated nominee(s)) from CCT Telecom of one share of US$1.00 each in Wiltec Industries Investment Limited (‘‘WIIL’’, an indirect wholly-owned subsidiary of CCT Telecom at the time) representing the entire issued share capital of WIIL and the outstanding interest-free loan due from WIIL to CCT Telecom which amounted to HK$55,631,833.00 at that time; and (2) the issue of promissory note by the Company in favour of CCT Telecom to satisfy the consideration contemplated under the said agreement at HK$67,471,000.00.

8. 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.

• (c) The company secretary of the Company is Mr. Tam Ngai Hung, Terry, who is a fellow of the Association of Chartered Certified Accountants and an associate of both the Hong Kong Institute of Certified Public Accountants and the Institute of Chartered Secretaries and Administrators.

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

9. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents 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 14 days thereafter:

• (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 6 to 27 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 28 to 29 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 30 to 41 of this circular;

– 123 –

GENERAL INFORMATION

APPENDIX V

• (e) the written consents from Ernst & Young, First Shanghai and Grant Sherman referred to under the section headed ‘‘Qualifications and Consents of Experts’’ in this appendix;

• (f) the accountants’ reports of the Land Group, the text of which is set out in Appendix II to this circular;

• (g) the unaudited pro forma financial information of the Enlarged Group and the comfort letter from Ernst & Young on pro forma financial information, the text of which is set out in Appendix III to this circular;

• (h) the valuation report on the Properties, the text of which is set out in Appendix IV to this circular;

• (i) the annual reports of the Company for the three financial years ended 31 December 2012;

• (j) the material contracts referred to under the section headed ‘‘Material Contracts’’ in this appendix;

• (k) the Agreement; and

• (l) this circular.

– 124 –

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, 8 July 2013 at 10:00 a.m. for the purpose of considering and, if thought fit, passing with or without modifications, the following resolutions as a special resolution and an ordinary resolution of the Company:

ORDINARY RESOLUTION

(I) ‘‘THAT:

• (a) the conditional agreement dated 19 April 2013 (the ‘‘Agreement’’) entered into amongst the Company, CCT Telecom Holdings Limited (‘‘CCT Telecom’’) and CCT Land (China) Holdings Limited, an indirect wholly-owned subsidiary of CCT Telecom (the ‘‘Land Company’’), (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), which sets out the terms and conditions of (1) the subscription of the 19,999 new ordinary shares of US$1.00 each in the capital of the Land Company (the ‘‘Subscription Shares’’) to be subscribed by the Company or its designated nominee(s) and to be allotted and issued by the Land Company at the subscription price of US$19,999.00 (equivalent to HK$155,992.00); (2) the assignment (the ‘‘Assignment’’) of the outstanding interest-free loan due from the Land Company to CCT Telecom (the ‘‘Shareholder’s Loan’’) to the Company or its designated nominee(s) at face value of the loan as at the date of completion of the Assignment; and (3) the issue of the promissory note (the ‘‘Promissory Note’’) to be issued by the Company in favour of CCT Telecom or its designated nominee(s) to satisfy the consideration and compensation of HK$900,000,000.00 (the ‘‘Consideration’’) for (i) CCT Telecom agreeing to the subscription of the Subscription Shares (the ‘‘Subscription’’) and the consequential dilution of its shareholdings in the Land Company; and (ii) the assignment of the Shareholder’s Loan, pursuant to the terms and subject to the conditions set out in the Agreement (the Subscription, the Assignment, the issue of the Promissory Note by the Company to satisfy the Consideration together referred to hereinafter as (the ‘‘Restructuring Transactions’’), details of which have been set out in the circular of the Company dated 14 June 2013, a copy of which is tabled at the meeting and marked ‘‘B’’ and initialled by the Chairman for identification purpose (the ‘‘Circular’’)), and the execution of the Agreement by the Company be and is hereby approved, ratified and confirmed;

– 125 –

NOTICE OF THE SGM

• (b) the Restructuring Transactions (including the issue of the Promissory Note by the Company to satisfy the Consideration) which constitute a very substantial acquisition and a connected transaction for the Company under the Listing Rules (as defined in the Circular), and any other transactions contemplated under the Agreement, 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 (if any) 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 Restructuring Transactions.’’

SPECIAL RESOLUTION

• (II) ‘‘ THAT, SUBJECT TO (1) THE PASSING OF THE ORDINARY RESOLUTION NUMBERED (I) OF THIS NOTICE; (2) THE PASSING OF T H E N E C E S S A R Y R E S O L U T I O N ( S ) O F C C T T E L E C O M ’ S SHAREHOLDERS APPROVING THE TRANSACTIONS SET OUT IN THE AGREEMENT; AND (3) THE APPROVAL OF CHANGE OF NAME FROM THE REGISTRAR OF COMPANIES IN BERMUDA BEING OBTAINED

• (a) the change of the name of the Company from ‘‘CCT Tech International Limited’’ to ‘‘CCT Land Holdings Limited 中建置地集團有限公司’’ be and is hereby approved; and

• (b) 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 change of name of the Company.’’

By Order of the Board of

CCT TECH INTERNATIONAL LIMITED Mak Shiu Tong, Clement

Chairman

Hong Kong, 14 June 2013

– 126 –

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:

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

2. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his/her attorney duly authorised in writing or, if the appointor is a corporation, either executed under its common seal or under the hand of any officer, attorney or other person duly authorised to sign the same.

3. Any shareholder entitled to attend and vote at the SGM or at any adjourned meeting thereof (as the case may be) 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.

4. 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.

5. 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.

6. 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.

– 127 –