GBA Holdings Limited — Proxy Solicitation & Information Statement 2014

Apr 15, 2014

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in CCT Land Holdings 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.

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(Incorporated in Bermuda with limited liability)
(Stock Code: 00261)
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GENERAL MANDATES TO REPURCHASE AND ISSUE SHARES, RE-ELECTION OF DIRECTORS, AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the AGM to be held at 31/F., Fortis Tower, 77–79 Gloucester Road, Hong Kong on Wednesday, 21 May 2014 at 10:00 a.m. is set out in Appendix III of this circular. A form of proxy for use by the Shareholders at the AGM is enclosed with this circular. Whether or not you intend to attend and vote at the AGM 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 Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as practicable but in any event, not later than 48 hours before the time appointed for holding the AGM. Such form of proxy for use at the AGM is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.cctland.com/eng/investor/statutory.php). Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM should you so wish.

16 April 2014

CONTENTS

		Page
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		ii
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from	the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Appendix I	— Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix II	— Biographical Details of the Directors Proposed to be Re-elected . . .	9
Appendix III — Notice of the AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		11

– i –

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 Group. 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.

– ii –

DEFINITIONS

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

• ‘‘acting in concert’’ has the same meaning as ascribed to it under the Takeovers Code;

• ‘‘AGM’’ the annual general meeting of the Company to be held at 31/F., Fortis Tower, 77–79 Gloucester Road, Hong Kong on Wednesday, 21 May 2014 at 10:00 a.m. to consider and, if thought fit, approve, among other things, the grant of the Repurchase Mandate and the General Mandate to the Directors; and the re-election of the Directors or any adjournment thereof (as the case may be);

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

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

• ‘‘Bye-law(s)’’ the bye-law(s) of the Company;

• ‘‘CCT Fortis’’ CCT Fortis Holdings Limited, a company incorporated in the Cayman Islands and continued in Bermuda as an exempted company with limited liability and a substantial and controlling shareholder of the Company, whose shares are listed on the main board of the Stock Exchange;

• ‘‘Company’’ CCT Land Holdings Limited, an exempted company incorporated in Bermuda with limited liability and whose Shares are listed on the main board of the Stock Exchange;

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

• ‘‘Director(s)’’ the director(s) of the Company;

• ‘‘General Mandate’’ a general mandate to allot, issue and deal with new Shares not exceeding 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of the ordinary resolution in relation thereof;

• ‘‘Group’’ the Company and its subsidiaries, from time to time;

• ‘‘HK$’’

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

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

– 1 –

DEFINITIONS

• ‘‘Latest Practicable Date’’ 9 April 2014, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained herein;

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

• ‘‘Repurchase Mandate’’ a general mandate to repurchase the fully paid up Shares up to 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of the ordinary resolution in relation thereof;

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

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

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

• ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited;

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

• ‘‘Takeovers Code’’ the Codes on Takeovers and Mergers and Share Buy-backs; and

• ‘‘%’’ per cent.

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LETTER FROM THE BOARD

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(Incorporated in Bermuda with limited liability)

(Stock Code: 00261)

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

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

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

Head office and principal place of business in Hong Kong: 31/F., Fortis Tower 77–79 Gloucester Road Hong Kong 16 April 2014

To the Shareholders

Dear Sir or Madam,

GENERAL MANDATES TO REPURCHASE AND ISSUE SHARES, RE-ELECTION OF DIRECTORS, AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information regarding certain ordinary resolutions to be proposed at the AGM to enable you to make an informed decision on whether to vote for or against those resolutions.

At the AGM, resolutions will be proposed for the Shareholders to approve, among other things, the general mandates to be given to the Directors to exercise all the powers to repurchase fully paid up Shares and to issue new Shares; and the re-election of the Directors.

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LETTER FROM THE BOARD

GENERAL MANDATES TO REPURCHASE THE SHARES AND TO ISSUE NEW SHARES

General mandate to repurchase the Shares

At the AGM, an ordinary resolution will be proposed that the Directors be given the Repurchase Mandate. Under the Repurchase Mandate, the maximum number of Shares that the Company may repurchase shall not exceed 10% of the issued share capital of the Company as at the date of passing of the ordinary resolution in relation thereof. The Company’s authority is restricted to repurchase the Shares on the market in accordance with the Listing Rules. The mandate allows the Company to make repurchases only during the period ending on the earliest of the date of the next annual general meeting of the Company following the passing of the ordinary resolution referred to herein, the date by which the next annual general meeting of the Company is required to be held by the Bye-laws or any applicable laws and the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders at a general meeting of the Company.

An explanatory statement to provide you with requisite information reasonably necessary to enable you to make an informed decision on whether to vote for or against the proposed ordinary resolution for the grant of the Repurchase Mandate at the AGM in accordance with the Listing Rules is set out in Appendix I of this circular.

General mandate to issue new Shares

At the AGM, an ordinary resolution will also be proposed that the Directors be given the General Mandate in order to ensure flexibility and discretion to the Directors to issue up to 13,082,798,798 new Shares, being the Shares not exceeding in aggregate 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of the relevant resolution and on the basis that no further Share is issued, allotted or repurchased by the Company prior to the AGM. In addition, an ordinary resolution will also be proposed to extend the General Mandate by adding to it the number of such Shares repurchased under the Repurchase Mandate.

RE-ELECTION OF DIRECTORS

In accordance with Bye-law 99 of the Bye-laws, Ms. Cheng Yuk Ching, Flora and Mr. Tam Ngai Hung, Terry will retire and, being eligible, offer themselves for re-election at the AGM. Biographical details of the Directors who are proposed to be re-elected at the AGM are set out in Appendix II of this circular.

THE AGM AND PROXY ARRANGEMENT

A notice convening the AGM is set out in Appendix III of this circular. At the AGM, resolutions will be proposed to approve the grant of the Repurchase Mandate and the General Mandate to the Directors; and the re-election of the Directors.

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LETTER FROM THE BOARD

In accordance with the requirement under Rule 13.39(4) of the Listing Rules, the votes for all resolutions by the Shareholders at the AGM must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. The chairman of the AGM will therefore demand a poll on each of the resolutions put forward at the AGM pursuant to Bye-law 70 of the Bye-laws. The poll results of the AGM will be published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.cctland.com/eng/investor/statutory.php) after the AGM.

A form of proxy for use by the Shareholders at the AGM is enclosed with this circular. Whether or not you intend to attend and vote at the AGM 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 Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as practicable but in any event, not later than 48 hours before the time appointed for holding the AGM. Such form of proxy for use at the AGM is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.cctland.com/eng/investor/statutory.php). Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM should you so wish.

RECOMMENDATION

The Directors consider that the proposed grant of the Repurchase Mandate and the General Mandate to the Directors; and the re-election of the Directors, are in the best interests of the Company and the Shareholders as a whole and, accordingly, the Directors recommend all Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM in respect thereof.

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

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EXPLANATORY STATEMENT

APPENDIX I

This appendix serves as an explanatory statement, as required by the Listing Rules, to provide requisite information to you for your consideration of the Repurchase Mandate to be approved at the AGM.

1. SHARE CAPITAL

As at the Latest Practicable Date, there were 65,413,993,990 Shares in issue representing an issued share capital of HK$654,139,939.90. As at the Latest Practicable Date, there were 600,000,000 outstanding share options granted under the share option scheme of the Company entitling the holders thereof to subscribe for an aggregate of 600,000,000 Shares.

Subject to the passing of the proposed ordinary resolution approving the Repurchase Mandate and on the basis that no outstanding share option is exercised and no further Share is issued, allotted or repurchased by the Company prior to the AGM, the exercise of the Repurchase Mandate in full would result in up to a maximum of 6,541,399,399 Shares, representing the share capital of HK$65,413,993.99, being repurchased by the Company. The Repurchase Mandate may be exercised by the Company during the period from the passing of the relevant resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by applicable laws or the Bye-laws to be held; and

• (iii) the date upon which the authority set out in this resolution is revoked or varied by way of an ordinary resolution of the Shareholders in a general meeting.

2. REASONS FOR THE SHARE REPURCHASE

Although the Directors have no present intention of exercising the Repurchase Mandate, they believe that the flexibility afforded by the Repurchase Mandate would be beneficial to the Company and the Shareholders. At any time in the future when the Shares are trading at a discount to their underlying value, the ability of the Company to repurchase the Shares will be beneficial to the Shareholders who retain their investment in the Company as their percentage interest in the assets of the Company would increase in proportion to the number of Shares repurchased by the Company from time to time and thereby resulting in an increase in net assets and/or earnings per Share. Such repurchases will only be made when the Directors believe that such exercises will benefit the Company and the Shareholders as a whole.

3. FUNDING OF REPURCHASE

In repurchasing the Shares, the Company may only apply funds legally available for such purpose in accordance with its memorandum of association and the Bye-laws and the applicable laws of Bermuda.

It is envisaged that the funds required for any repurchase of the Shares would be derived from the capital paid up on the Shares being repurchased and from the distributable profits of the Company.

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EXPLANATORY STATEMENT

APPENDIX I

The exercise of the Repurchase Mandate in full will not have a material adverse impact on the working capital or the gearing level of the Company (as compared with the position disclosed in the latest published audited accounts of the Company as at 31 December 2013).

The Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse impact on the working capital or the gearing level of the Company (as compared with the position disclosed in the latest published audited accounts of the Company as at 31 December 2013) which in the opinion of the Directors are from time to time appropriate for the Company. The number of Shares to be repurchased on any occasion and the price and other terms upon which the same are repurchased will be decided by the Directors at the relevant time having regard to the circumstances then pertaining.

4. SHARE PRICES

The highest and lowest prices at which the Shares have been traded on the Stock Exchange during each of the previous twelve months preceding the Latest Practicable Date were as follows:

	Price per	Share
	Highest	Lowest
	HK$	HK$
2013
April	0.016	0.010
May	0.013	0.010
June	0.012	0.010
July	0.012	0.010
August	0.012	0.010
September	0.011	0.010
October	0.011	0.010
November	0.011	0.010
December	0.011	0.010
2014
January	0.010	0.010
February	0.011	0.010
March	0.012	0.010
April (up to the Latest Practicable Date)	0.011	0.010

5. SHARES REPURCHASED BY THE COMPANY

The Company did not repurchase any Share (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.

– 7 –

EXPLANATORY STATEMENT

APPENDIX I

6. DISCLOSURE OF INTERESTS

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of Bermuda.

None of the Directors or, to the best of their knowledge having made all reasonable enquiries, any of their respective associates has any present intention, in the event that the Repurchase Mandate is approved by the Shareholders, to sell any Share to the Company or its subsidiaries (as defined in the Companies Ordinance (Chapter 622 of the Laws of Hong Kong)).

No connected person has notified the Company that he/she has a present intention to sell any Share to the Company, nor has undertaken not to sell any of the Shares held by him/her to the Company, in the event that the Repurchase Mandate is approved by the Shareholders.

7. TAKEOVERS CODE

If, as a result of the share repurchase by a company, a shareholder’s proportionate interest in the voting rights of the company increases, such increase will be treated as an acquisition of voting rights for the purposes of the Takeovers Code. Accordingly, a shareholder, or a group of shareholders acting in concert, could, depending on the level of increase of shareholding interest, obtain or consolidate control of the company and thereby become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, CCT Fortis together with parties acting in concert with it, were the substantial shareholders of the Company who were interested in an aggregate of 33,026,391,124 Shares, representing approximately 50.49% of the total issued share capital of the Company.

In the event that the Directors exercise the Repurchase Mandate in full to repurchase the Shares in accordance with the terms of the ordinary resolution to be proposed at the AGM and assuming no further Share is issued, allotted or repurchased by the Company prior to the AGM, the interest of CCT Fortis together with parties acting in concert with it, in the total issued share capital of the Company will be increased from approximately 50.49% to approximately 56.10%. Such increase of interest will not give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code.

Assuming that there is no further issue of the Shares between the Latest Practicable Date and the date of the repurchase, the exercise of the Repurchase Mandate whether in whole or in part will not result in less than 25% of the issued share capital of the Company being held by the public as required by Rule 8.08 of the Listing Rules. The Directors have no intention to exercise the Repurchase Mandate to an extent as may result in a public shareholding of less than such prescribed percentage.

– 8 –

BIOGRAPHICAL DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX II

The following are the biographical details of the Directors proposed to be re-elected at the AGM:

Ms. CHENG Yuk Ching, Flora, aged 60, has been the executive Director since August 2002. Ms. Cheng is also the deputy chairman of the Company. Ms. Cheng assists the chief executive officer of the Company in overseeing the day-to-day management of the principal businesses of the Group. Ms. Cheng has over 34 years of experience in the electronics industry. She held senior positions in various well-known electronics companies before she joined the Company. Ms. Cheng is also an executive director of CCT Fortis whose shares are listed on the main board of the Stock Exchange, and a director of certain subsidiaries of the Company and CCT Fortis. Ms. Cheng holds a Diploma in Business Administration.

Save as disclosed above, Ms. Cheng did not hold any directorship in any listed public company in the past three years and does not hold any other positions within the Group.

Ms. Cheng was not appointed for a fixed term before 1 April 2012. However, she entered into a letter of appointment with the Company during 2012 for a term of three years commencing from 1 April 2012. Ms. Cheng’s directorship in the Company is also subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Bye-laws. Her emoluments from the Company and CCT Fortis comprise annual remuneration of HK$1,120,000.00 and HK$1,988,000.00 respectively plus discretionary bonuses. Her emoluments are determined with reference to her duties and responsibilities with the Group, the Group’s performance as well as the market benchmark.

Ms. Cheng does not have any relationship with any director, senior management or substantial or controlling shareholder of the Company.

As at the Latest Practicable Date, Ms. Cheng had interests in 18,000,000 Shares and 300,000,000 share options of the Company which are exercisable during the period from 17 January 2014 to 16 January 2024 at a price of HK$0.01 per Share. Save as disclosed above, as at the Latest Practicable Date, Ms. Cheng had no other interests (within the meaning of Part XV of the SFO) in any shares, underlying shares or debentures of the Company and/or its associated corporations.

There is no information which should be disclosed under Rule 13.51(2)(h) to (v) of the Listing Rules. Save as disclosed above, there is no information which should be disclosed nor is/was Ms. Cheng involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under Rule 13.51(2) of the Listing Rules nor are there other matters that need to be brought to the attention of the Shareholders.

– 9 –

BIOGRAPHICAL DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX II

Mr. TAM Ngai Hung, Terry, aged 60, has been the executive Director and the Group Finance Director since August 2002. He has also acted as the Company Secretary of the Company since May 2012. He is a member of the remuneration committee and the nomination committee of the Company. Mr. Tam is mainly responsible for the corporate finance, accounting and company secretarial functions of the Group. He has more than 36 years of experience in finance and accounting management, and management experience in diversified businesses. He also possesses substantial knowledge in corporate finance matters, mergers and acquisitions and company secretarial matters. Mr. Tam 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. He previously held a number of senior positions in several listed companies before he joined the Company. Mr. Tam is also an executive director, deputy chairman and a member of the remuneration committee and nomination committee of CCT Fortis whose shares are listed on the main board of the Stock Exchange. He is also a director and company secretary of certain subsidiaries of the Company and CCT Fortis.

Save as disclosed above, Mr. Tam did not hold any directorship in any listed public company in the past three years and does not hold any other positions within the Group.

Mr. Tam was not appointed for a fixed term before 1 April 2012. However, he entered into a letter of appointment with the Company during 2012 for a term of three years commencing from 1 April 2012. Mr. Tam’s directorship in the Company is also subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Bye-laws. His emoluments from the Company and CCT Fortis comprise annual salary, allowance, and fixed bonus payment in the aggregate amounts of HK$1,120,000.00 and HK$2,520,000.00 respectively plus discretionary bonuses. His emoluments are determined with reference to his duties and responsibilities with the Group, the Group’s performance as well as the market benchmark.

Mr. Tam does not have any relationship with any director, senior management or substantial or controlling shareholder of the Company.

As at the Latest Practicable Date, Mr. Tam had interests in 20,000,000 Shares, 275,000,000 share options of the Company which are exercisable during the period from 17 January 2014 to 16 January 2024 at a price of HK$0.01 per Share and 500,000 shares of CCT Fortis. Save as disclosed above, as at the Latest Practicable Date, Mr. Tam had no other interests (within the meaning of Part XV of the SFO) in any shares, underlying shares or debentures of the Company and/or its associated corporations.

There is no information which should be disclosed under Rule 13.51(2)(h) to (v) of the Listing Rules. Save as disclosed above, there is no information which should be disclosed nor is/was Mr. Tam involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under Rule 13.51(2) of the Listing Rules nor are there other matters that need to be brought to the attention of the Shareholders.

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NOTICE OF THE AGM

APPENDIX III

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(Incorporated in Bermuda with limited liability)

(Stock Code: 00261)

NOTICE IS HEREBY GIVEN that the annual general meeting of the shareholders of CCT LAND HOLDINGS LIMITED (the ‘‘Company’’) will be held at 31/F., Fortis Tower, 77–79 Gloucester Road, Hong Kong on Wednesday, 21 May 2014 at 10:00 a.m. for the following purposes:

As Ordinary Business

1. To receive and consider the audited Financial Statements, the Report of the Directors and the Independent Auditors’ Report for the year ended 31 December 2013.

2. To re-elect the retiring directors, Ms. Cheng Yuk Ching, Flora and Mr. Tam Ngai Hung, Terry as executive directors of the Company, and to authorise the board of directors to fix the remuneration of the directors.

3. To re-appoint Ernst & Young as auditors and to authorise the board of directors to fix the remuneration of the auditors.

As Special Business

1. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution of the Company:

‘‘THAT:

• (a) subject to paragraph (c) below, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase issued shares in the share capital of the Company subject to and in accordance with all applicable laws and requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited or of any other stock exchange as amended from time to time be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) above shall be in addition to any other authorisation given to the directors of the Company and shall authorise the directors on behalf of the Company during the Relevant Period (as hereinafter defined) to procure the Company to repurchase its shares at a price determined by the directors of the Company;

– 11 –

NOTICE OF THE AGM

APPENDIX III

• (c) the aggregate nominal amount of the shares of the Company be repurchased by the directors of the Company pursuant to the approval in paragraph (a) above during the Relevant Period (as hereinafter defined) shall not exceed 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of this resolution, and the said approval shall be limited accordingly; and

• (d) for the purposes of this resolution:

‘‘Relevant Period’’ means the period from the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by applicable laws or the Company’s bye-laws to be held; and

• (iii) the date upon which the authority set out in this resolution is revoked or varied by way of an ordinary resolution of the shareholders of the Company in a general meeting.’’

• To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution of the Company:

‘‘THAT:

• (a) subject to paragraph (c) below, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional new shares in the share capital of the Company and to make or grant offers, agreements, options and rights of exchange or conversion which might require the exercise of such powers be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) above shall be in addition to any other authorisation given to the directors of the Company and shall authorise the directors on behalf of the Company during the Relevant Period (as hereinafter defined) to make or grant offers, agreements, options and rights of exchange or conversion which would or might require the exercise of such powers after the end of the Relevant Period (as hereinafter defined);

• (c) the aggregate nominal amount of share capital allotted or issued or agreed conditionally or unconditionally to be allotted or issued (whether pursuant to an option or otherwise) by the directors of the Company pursuant to the approval granted in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or (ii) the share option scheme of the Company approved by The Stock Exchange of Hong Kong Limited; or (iii) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or

– 12 –

NOTICE OF THE AGM

APPENDIX III

part of a dividend on the shares of the Company in accordance with the byelaws of the Company from time to time, shall not exceed 20 per cent. of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of this resolution, and the said approval shall be limited accordingly; and

• (d) for the purposes of this resolution:

‘‘Relevant Period’’ shall have the same meaning as that ascribed to it under resolution no. 4 as set out in the notice convening the annual general meeting of which this resolution forms part; and

‘‘Rights Issue’’ means an offer of shares open for a period fixed by the directors of the Company to the holders of shares of the Company on the register on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the directors of the Company may deem necessary or expedient in relation to the fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction, or the requirements of any recognised regulatory body or any stock exchange, in any territory outside Hong Kong).’’

1. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution of the Company:

‘‘THAT conditional upon the passing of the resolutions nos. 4 and 5 as set out in the notice convening the annual general meeting of which this resolution forms part, the general mandate granted to the directors of the Company pursuant to the resolution no. 5 as set out in the notice convening the annual general meeting of which this resolution forms part be and is hereby extended by the addition thereto of an amount representing the aggregate nominal amount of the share capital of the Company repurchased by the Company under the authority granted pursuant to the resolution no. 4 as set out in the notice convening the annual general meeting of which this resolution forms part, provided that such amount shall not exceed 10 per cent. of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of this resolution.’’

By Order of the Board of CCT LAND HOLDINGS LIMITED Mak Shiu Tong, Clement Chairman

Hong Kong, 16 April 2014

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NOTICE OF THE AGM

APPENDIX III

Notes:

• (1) The register of members of the Company will be closed from Monday, 19 May 2014 to Wednesday, 21 May 2014 (both days inclusive) during which period no transfer of share(s) will be effected. In order to determine the eligibility to attend and vote at the annual general meeting of the Company, all transfer of share(s), accompanied by the relevant share certificate(s) with the properly completed transfer form(s) either overleaf or separately, must be lodged with the branch share registrar and transfer office of the Company in Hong Kong, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration not later than 4:00 p.m. on Friday, 16 May 2014.

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

• (3) 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 Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 48 hours before the time appointed for holding the annual general meeting. Such prescribed form of proxy for use at the annual general meeting is also published on the websites of The Stock Exchange of Hong Kong Limited at www.hkexnews.hk and the Company at www.cctland.com/eng/investor/statutory.php.

• (4) Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the annual general meeting should they so wish, and in such event, the form of proxy shall be deemed to be revoked.

• (5) Where there are joint registered holders of any share(s), any one of such joint holders may attend and vote at the annual general meeting, 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 annual general meeting, 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.

• (6) With respect to the resolution set out in resolution no. 2 of this notice, Ms. Cheng Yuk Ching, Flora and Mr. Tam Ngai Hung, Terry will retire by rotation and, being eligible, offer themselves for re-election at the annual general meeting. Biographical details of the above directors are set out in the circular of the Company which will be sent to the shareholders together with the 2013 annual report of the Company.

• (7) With respect to the resolution set out in resolution no. 4 of this notice, approval is being sought from the shareholders for the general mandate to be given to the directors to repurchase the shares of the Company. A circular containing an explanatory statement with further information with respect to such resolution will be sent to the shareholders together with the 2013 annual report of the Company.

• (8) With respect to the resolutions set out in resolutions nos. 5 and 6 of this notice, approval is being sought from the shareholders for the general mandates to be given to the directors to allot, issue and deal with new shares of the Company in accordance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

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