GBA Holdings Limited - Proxy Solicitation & Information Statement 2015

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 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)

CONTINUING CONNECTED TRANSACTIONS

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

A letter from the Board is set out on pages 4 to 15 of this circular.

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

A letter from Gram Capital containing its advice to the Independent Board Committee and the Independent Shareholders is set out on pages 18 to 28 of this circular.

A notice convening the SGM to be held at 31/F., Fortis Tower, 77–79 Gloucester Road, Hong Kong on Wednesday, 23 December 2015 at 10:30 a.m. is set out on pages 37 to 38 of this circular. A form of proxy for use by the Independent Shareholders at the SGM is enclosed with this circular. Whether or not you intend to attend and vote at the SGM in person, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the branch share registrar and transfer office of the Company in Hong Kong, Tricor Tengis Limited at 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 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.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 SGM should you so wish.

3 December 2015

		Page
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from	the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Letter from	the Independent Board Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16
Letter from	Gram Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	18
Appendix I	— General information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	29
Notice of the SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		37

– i –

DEFINITIONS

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

‘‘Announcement’’
the Company’s announcement dated 9 November 2015, which disclosed, among others, the entering of the New Manufacturing Agreement and the terms and conditions of the transactions contemplated under the New Manufacturing Agreement which constitute continuing connected transactions for the Company under the Listing Rules;
‘‘associate(s)’’
has the same meaning as ascribed to it under the Listing Rules;
‘‘Board’’ the board of the Directors;
‘‘CCT Fortis’’
CCT Fortis Holdings Limited, a company incorporated in the Cayman Islands and continued in Bermuda with limited liability, the shares of which are listed on the main board of the Stock Exchange;
‘‘CCT Fortis Group’’
CCT Fortis and its subsidiaries from time to time;
‘‘CCT Land’’ or ‘‘Company’’
CCT Land Holdings Limited, a company incorporated in Bermuda with limited liability, the shares of which are listed on the main board of the Stock Exchange;
‘‘CCT Securities’’
CCT Telecom Securities Limited, a company incorporated in Hong Kong with limited liability and an indirect whollyowned subsidiary of CCT Fortis;
’’CCT Tech’’ or ‘‘CCT Tech a division of the Group, which is engaged in the Group’’ manufacturing and sale of telecom, electronic and child products;
‘‘Component Products’’
plastic casings and components and any other component products to be manufactured and supplied by the CCT Fortis Group to the Group pursuant to the New Manufacturing Agreement;
‘‘connected person(s)’’ has the same meaning as ascribed to it under the Listing Rules;
‘‘Director(s)’’

the director(s) of CCT Land from time to time;

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DEFINITIONS

‘‘Gram Capital’’ or ‘‘Independent Financial Adviser’’
Gram Capital Limited, a licensed corporation to carry out type 6 (advising on corporate finance) regulated activity as defined under the SFO, being the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in relation to the New Manufacturing Agreement, the Transactions, and the New Transaction Caps;
‘‘Group’’

the Company and its subsidiaries from time to time;

‘‘HK$’’
Hong Kong dollar(s), the lawful currency of Hong Kong;
‘‘Hong Kong’’
the Hong Kong Special Administrative Region of the People’s Republic of China;
‘‘Independent Board Committee’’
the independent board committee of the Company comprising Mr. Lau Ho Kit, Ivan and Mr. William Robert Majcher, both being independent non-executive Directors who do not have any material interest in the New Manufacturing Agreement, the Transactions and the New Transaction Caps, which has been formed for the purpose of advising the Independent Shareholders on the Transactions;
‘‘Independent Shareholders’’
Shareholders other than CCT Fortis and its associates;
‘‘Latest Practicable Date’’
1 December 2015, 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;
‘‘Mr. Mak’’
Mr. Mak Shiu Tong, Clement, the chairman, an executive director, the chief executive officer of CCT Land and the chairman, an executive director, the chief executive officer and a controlling shareholder of CCT Fortis;
‘‘New Manufacturing the agreement dated 9 November 2015 entered into between Agreement’’ CCT Land and CCT Fortis governing the terms and conditions for the manufacture and supply of the Component Products and the Toolings by the CCT Fortis Group for the production of telecom, electronic and child products by the Group for the three years ending 31 December 2018;

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DEFINITIONS

‘‘New Transaction Caps’’

the respective new cap amounts in relation to the Transactions for each of the three financial years ending 31 December 2018 as set out in the section headed ‘‘New Cap Amounts for the Transactions’’ of this circular;

‘‘percentage ratios’’
has the same meaning as ascribed to it under the Listing Rules;
‘‘Previous Manufacturing Agreement’’
the agreement dated 9 October 2012 entered into between CCT Land and CCT Fortis governing the terms and conditions for the manufacture and supply of the Component Products and the Toolings for the production of the telecom, electronic and child products by the CCT Fortis Group to the Group for the three years ending 31 December 2015;
‘‘SGM’’
the special general meeting of the Company to be convened and held to consider and, if thought fit, approve, inter alia, the New Manufacturing Agreement, the Transactions and the New Transaction Caps or any adjournment thereof (as the case may be);
‘‘Share(s)’’ the ordinary share(s) of HK$0.01 each in the share capital of the Company;
‘‘Shareholder(s)’’ the holder(s) of the issued Share(s);
‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited;
‘‘Toolings’’
the dies, casts, moulds and any other relevant toolings required to manufacture the Component Products pursuant to the New Manufacturing Agreement;
‘‘Transactions’’ the continuing connected transactions as contemplated under the New Manufacturing Agreement to be entered into between the Group and the CCT Fortis Group in relation to the manufacture and supply of the Component Products and the Toolings by the CCT Fortis Group for the Group; 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 Ong Ban Poh, Michael Huanfei Guan Lai Mei Kwan

Independent non-executive Directors: Chow Siu Ngor Lau Ho Kit, Ivan William Robert Majcher

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

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

3 December 2015

To the Shareholders

Dear Sir or Madam,

CONTINUING CONNECTED TRANSACTIONS

INTRODUCTION

Reference is made to the Announcement.

It was disclosed in the Announcement that the Company entered into the New Manufacturing Agreement with CCT Fortis. Pursuant to the New Manufacturing Agreement, CCT Fortis will, and/or will procure other members of the CCT Fortis Group to manufacture and supply the Component Products and the Toolings for the Company and/or other members of the Group based on orders to be placed by member(s) of the Group from time to time. The Component Products and the Toolings to be manufactured by the CCT Fortis Group will be manufactured in accordance with the specifications and requirement of the Group.

As at the Latest Practicable Date, CCT Fortis held indirectly through CCT Securities a total of 6,426,000,000 Shares, represented approximately 8.65% of the existing total number of issued shares of the Company. As Mr. Mak is the chairman, an executive Director, and chief

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LETTER FROM THE BOARD

executive officer of the Company, he is a connected person of CCT Land under the Listing Rules. Mr. Mak held approximately 54.79% of the total number of issued shares of CCT Fortis. As such CCT Fortis is an associate of Mr. Mak and is also a connected person of CCT Land under the Listing Rules. Transactions between CCT Land and CCT Fortis constitute connected transactions for CCT Land under the Listing Rules. Therefore, the Transactions constitute continuing connected transactions for CCT Land under the Listing Rules.

As the applicable percentage ratios under Chapter 14 of the Listing Rules in respect of the Transactions is expected to be less than 25% on an annual basis and the annual consideration for the Transactions is expected to be more than HK$10,000,000, the New Manufacturing Agreement, the Transactions and the New Transaction Caps will be subject to reporting, announcement, circular and approval by independent shareholders under Chapter 14A of the Listing Rules.

The Directors are of the view that the terms of the New Manufacturing Agreement have been negotiated and will be conducted on an arm’s length basis and on normal commercial terms and are in the best interests of the Group and the Shareholders as a whole.

The SGM will be convened to consider and if, thought fit, approve the New Manufacturing Agreement, the Transactions and the New Transaction Caps. They are subject to approval of the Independent Shareholders by way of poll at the SGM. CCT Fortis and its associates will abstain from voting in respect of resolution(s) to approve the New Manufacturing Agreement, the Transactions and the New Transaction Caps at the SGM.

The Independent Board Committee comprising Mr. Lau Ho Kit, Ivan and Mr. William Robert Majcher have been formed to advise the Independent Shareholders as to whether or not the terms of the New Manufacturing Agreement, the Transactions and the New Transactions Caps are fair and reasonable, and in the interests of the Company and the Shareholders as a whole.

An independent financial adviser, Gram Capital, has been appointed to advise the Independent Board Committee and the Independent Shareholders as to whether or not the terms of the New Manufacturing Agreement, the Transactions and the New Transactions Caps are fair and reasonable so far as the Independent Shareholders are concerned, on normal commercial terms and the interests of the Company and the Shareholders as a whole and whether the Independent Shareholders should vote in favour of the Transactions.

The purpose of this circular is to:

(i) provide the Shareholders with details of the New Manufacturing Agreement, the Transactions and the New Transactions Caps;
(ii) to set out the opinion of Gram Capital to the Independent Board Committee and the Independent Shareholders in respect of the terms of the New Manufacturing Agreement, the Transactions and the New Transactions Caps;

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LETTER FROM THE BOARD

(iii) to set out the recommendation of the Independent Board Committee to the Independent Shareholders in respect of the terms of the New Manufacturing Agreement, the Transactions and the New Transactions Caps; and
(iv) to give the Shareholders the notice of the SGM to consider and, if thought fit, to approve the New Manufacturing Agreement, the Transactions and the New Transactions Caps.

DETAILS OF THE CONTINUING CONNECTED TRANSACTIONS

The New Manufacturing Agreement

Date: 9 November 2015

Parties: (1) the Company

(2) CCT Fortis

Subject:

Pursuant to the New Manufacturing Agreement, CCT Fortis will, and/or will procure other members of the CCT Fortis Group to manufacture and supply the Component Products and the Toolings for the Company and/or other members of the Group based on orders to be placed by member(s) of the Group from time to time. The Component Products and the Toolings to be manufactured by the CCT Fortis Group will be manufactured in accordance with the specifications and requirement of the Group.

Conditions precedent:

The New Manufacturing Agreement and the Transactions are conditional upon:

(a) the passing by the Independent Shareholders at the SGM in which CCT Fortis and its associates will abstain from voting at the SGM of an ordinary resolution(s) approving (1) the New Manufacturing Agreement; (2) the Transactions; and (3) the New Transaction Caps; and
(b) the Company having fully complied with all other rules and regulations under the Listing Rules that are relevant to the proposed arrangements under the New Manufacturing Agreement and the Transactions.

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LETTER FROM THE BOARD

The above conditions cannot be waived. If the above conditions precedent are not fulfilled on or before 31 December 2015 (or such later date as may be agreed between CCT Fortis and the Company in writing), the New Manufacturing Agreement will cease to be of force and effect and the parties hereto will be released from all obligations thereunder.

Term:

The New Manufacturing Agreement has a fixed term of not exceeding three years as provided under Rule 14A.35 of the Listing Rules. It will be effective as from 1 January 2016 after all the conditions precedent have been fulfilled and will continue until 31 December 2018 (both dates inclusive). Both parties may renew the New Manufacturing Agreement in writing upon expiry on 31 December 2018 for another three (3) years subject to compliance with the Listing Rules and either party will have the right to terminate the New Manufacturing Agreement without cause by serving the other party with not less than six (6) months’ prior written notice.

Price and terms of payment:

In respect of the transactions contemplated under the New Manufacturing Agreement, the price of the Component Products to be manufactured and supplied by the CCT Fortis Group to the Group will be determined on an arm’s length basis and will be fixed on a case-by-case basis, depending on the model to be produced provided that the price of the Component Products will be capped by the amount of direct material costs plus a mark-up of no more than 250%. The sale price in respect of specific models of the Component Products payable by the Group will be comparable to price offered by unrelated third party suppliers.

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LETTER FROM THE BOARD

The price of the Toolings will be determined on arm’s length basis with reference to market price provided that the price of the Toolings will be capped by the total costs of manufacturing the Toolings plus a mark-up of no more than 50% of such costs, subject to certain rebates to the Group to be agreed between the relevant members of the Group and the CCT Fortis Group with reference to the pre-agreed annual quantity of each model of the Component Products to be supplied by the CCT Fortis Group to the Group, which will be negotiated on arm’s length basis when the order for the Toolings is placed. If the actual annual production quantity of the Component Product has reached the pre-agreed annual quantity, certain rebates for the costs of the related Toolings will be given by the CCT Fortis Group to the Group. The pricing of the Toolings will be comparable to that offered by unrelated third party suppliers.

The amount of the sale price for the Component Products will be payable by the Group by cheque, bank transfer or by deposit directly by member(s) of the Group into the designated bank accounts of the member(s) of the CCT Fortis Group, and unless otherwise agreed, will be payable within 150 days from the date of monthly statements which set out the outstanding invoices. The terms of payment are comparable to or not worse than those credit terms granted to the independent third party customers of the CCT Fortis Group.

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

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

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LETTER FROM THE BOARD

Internal Control Measures Relating to Pricing of the Component Products and the Toolings

The purchasing department of the CCT Tech Group is familiar with the cost information of the Component Products and the Toolings based on their experience in the industry, the specification of the Component Products and the Toolings and their knowledge of the price of the raw materials and costs for production of these products and the Toolings. As such, the purchasing department of the CCT Tech Group can estimate the mark-up to the relevant costs (cost of direct materials in the case of the Component Products and total production costs in the case of the Toolings) in order to check and ensure that the above price caps will not be exceeded. Furthermore, the purchasing department of the CCT Tech Group would solicit quotations from at least two independent third parties for similar products and toolings to determine if the prices offered by the CCT Fortis Group are in accordance with the above pricing policy and is comparable to or not less favourable than price offered by unrelated third parties. The head of the purchasing department will review the prices and approve the purchase orders for Component Products and the Toolings. The Board considers that the above internal control measures will provide adequate safeguard to the Group to ensure that the prices of the Component Products and the Toolings offered by the CCT Fortis Group are determined in accordance with the terms of the New Manufacturing Agreement and are comparable to or no less favourable than prices offered by unrelated third party suppliers.

HISTORICAL FIGURES FOR THE TRANSACTIONS

The financial information regarding the sale of the Component Products and the Toolings by the CCT Fortis Group to the Group for each of the two years ended 31 December 2013 and 2014 and for the six months ended 30 June 2015 is set out as follows:

	Historical amount	Previously
	of the	approved annual
Financial year ended 31 December	Transactions	cap amounts
	HK$ million	HK$ million
2013 (Note)	113	300
2014 (Note)	102	400
First half of 2015 (Note)	35	500

Note: The historical figures of the Transactions for each of the year ended 31 December 2013 and 2014 and for the six-months ended 30 June 2015 were lower than the previously approved annual cap amounts. It is because product sales of the CCT Tech Group (to which the CCT Fortis Group supplied the Component Products and the Toolings) slumped in the past three years and this unsatisfactory performance was caused by a number of uncontrollable unfavorable factors which included the sluggish economic growth of CCT Tech’s major markets in Europe, intensifying competition, and shortage of labour of the Guangdong Province. Furthermore, the significant devaluation of euro against the US dollar has also dampened consumer demand of telecom and electronic products in the European markets. The historical amount of the Transactions for the first half of 2015 is less than half of the historical amount of the Transactions for the year ended 31 December 2014. This proportional decrement was partly due to seasonal factor as the Chinese New Year Holidays fall in the first half of each year and production is generally slower in the first half than in the second half. Furthermore, the factors stated above continued to affect the Group’s manufacturing operations in the first half, resulting in further decrease of the historical amount of the Transactions during the period. The historical amount of the Transactions for the nine months ended 30 September 2015 is approximately HK$78 million.

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LETTER FROM THE BOARD

NEW CAP AMOUNTS FOR THE TRANSACTIONS

Pursuant to the New Manufacturing Agreement, the aggregate value of the Component Products including the Toolings to be supplied by the CCT Fortis Group to the Group under the New Manufacturing Agreement will not exceed the following respective amounts:

(a) in respect of the financial year ending 31 December 2016, HK$135 million;
(b) in respect of the financial year ending 31 December 2017, HK$160 million; and
(c) in respect of the financial year ending 31 December 2018, HK$200 million (the caps in (a), (b) and (c) represent the ‘‘New Transaction Caps’’).

The Directors disclose that the management will continue to restructure and reform the manufacturing operations of the CCT Tech Group with a view to overcome the operating challenges that it faces. CCT Tech will continue to pursue its on-going initiatives to improve productivity and implement further measures to improve efficiency in long run. CCT Tech intends to expand its market geographically and will continue to introduce new and innovative products in order to boost sales.

The basis of the New Transaction Caps is determined with reference to: (i) the historical figures of the sales of the Component Products and the Toolings by the CCT Fortis Group to the CCT Tech Group; (ii) the expectation of the CCT Tech Group to use the Component Products and Toolings to cater for the manufacture demand of its products in the next three years; (iii) to meet expected additional demand from new and innovative products and the anticipated business growth of the CCT Tech Group through geographic expansion in the next three years. The New Transaction Caps for the three years ending 31 December 2018 are determined with reference to the above factors.

In projecting the business and the anticipated demand of the Component Products and the Toolings, the management of the Group has taken into account of the following bases and factors:

(a) The Group’s on-going initiatives and measures to improve productivity and efficiency are expected to improve the competitiveness of the Group’s products, which will help the Group to solicit additional sale of products.
(b) The expansion of the Group’s markets geographically by seeking new customers for telecom products in the regions (such as the U.S. and the South America) outside the Group’s existing major markets in Europe.
(c) The Group has a strong capability in development and launching of new and innovative products, at competitive prices, which are expected to improve sales.

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LETTER FROM THE BOARD

The management takes the view that the Group’s revenue from sale of products is expected to hit the bottom after decrease in sales in the past years. The management expects that product sales of the Group may rebound in 2016 taking into consideration of the above factors. It is estimated that demand for the Component Products and the Toolings will be increased in line with the growth of the Group’s product sales. The New Transaction Caps are determined by applying the following assumptions:

Annual growth Rate:

Growth	rate	for	2016	compared	with	historical amount	10%
Growth	rate	for	2017	compared	with	New Transactions Cap for 2016	10%
Growth	rate	for	2018	compared	with	New Transactions Cap for 2017	10%

Annual inflation rate of 3%
Buffer of 10%

MEASURES TO ENSURE COMPLIANCE WITH THE LISTING RULES

In compliance with the annual review requirements under Chapter 14 A of the Listing Rules, the Company will comply with the following requirements during the term of the New Manufacturing Agreement in relation to the Transactions:

(i) each year the independent non-executive Directors must review the Transactions and confirm in annual report of the Company whether the Transactions have been entered into (a) in the ordinary and usual course of business of the Group; (b) on normal commercial terms or better, and (c) according to the New Manufacturing Agreement governing the Transactions on terms that are fair and reasonable and in the interest of the Company and its shareholders as a whole;
(ii) each year the auditors of the Company must provide a letter to the Board (with a copy provided to the Stock Exchange at least 10 business days prior to the bulk printing of the annual report of the Company) confirming whether anything has come to their attention that causes them to believe that (a) the Transactions have not been approved by the Board; (b) were not entered into, in all material respects, in accordance with the New Manufacturing Agreement governing the Transactions; and (c) have exceeded the New Transaction Caps;
(iii) the Company will allow, and will ensure that CCT Fortis will allow, the auditors of the Company with sufficient access to the relevant records of the Transactions for the purpose reporting on the Transactions; and
(iv) the Company must promptly notify the Stock Exchange and publish an announcement in accordance with the Listing Rules if the independent non-executive Directors and/or auditors of the Company cannot confirm the matters set out in paragraphs (i) and/or (ii) above.

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LETTER FROM THE BOARD

REASONS FOR AND THE BENEFITS TO BE DERIVED BY CCT LAND FROM THE TRANSACTIONS

The Group is engaged through the CCT Tech Group in the manufacturing and sale of the telecom, electronic and child products. The Component Products and Toolings have been manufactured and supplied by the CCT Fortis Group to the CCT Tech Group for the production of its products.

The Directors (including the independent non-executive Directors) consider that the Transactions contemplated under the New Manufacturing Agreement are entered into, and will continue to be entered into, in the usual and ordinary course of businesses of the Group. They also consider that the terms of the New Manufacturing Agreement have been negotiated and will be conducted on an arm’s length basis and on normal commercial terms. The CCT Fortis Group has extensive experience in and has established strong reputation of manufacturing plastic components and toolings for production of the products of the Group. The Directors are of the opinion that the entering of the New Manufacturing Agreement will provide a secured and reliable source of supply of the Component Products and the Toolings of good quality at reasonable costs to the Group. Based on the above, the Directors (including the independent non-executive Directors) are of the view that the Transactions contemplated under the New Manufacturing Agreement and the terms thereof are entered into in the ordinary and usual course of business of the Group and are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

INFORMATION ON THE COMPANY AND CCT FORTIS

The Company is the holding company of the Group which is principally engaged in (i) the development and sale of residential and commercial properties in the PRC; (ii) design and development, manufacturing and sale of the telecom, electronic and child products; and (iii) trading and sale of the child products.

CCT Fortis is the holding company of the CCT Fortis Group, which is principally engaged in the following activities:

(a) property development and property trading in Hong Kong;
(b) property investment and holding;
(c) manufacture and sale of plastic components;
(d) the securities business;
(e) investment in classic cars;
(f) sale and trading of classic cars; and
(g) automotive service business.

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LETTER FROM THE BOARD

LISTING RULES IMPLICATIONS

As at the Latest Practicable Date, CCT Fortis held indirectly through CCT Securities a total of 6,426,000,000 Shares, represents approximately 8.65% of the existing total number of issued shares of the Company. As Mr. Mak is the chairman, an executive Director, and chief executive officer of the Company, he is a connected person of the Company under the Listing Rules. As at the Latest Practicable Date, Mr. Mak held approximately 54.79% of the existing total number of issued shares of CCT Fortis. As such, CCT Fortis is an associate of Mr. Mak and is also a connected person of the Company under the Listing Rules. Transactions between the Company and CCT Fortis constitute connected transactions for the Company under the Listing Rules. Therefore, the Transactions constitute continuing connected transactions for the Company under the Listing Rules.

As the applicable percentage ratios under Chapter 14 of the Listing Rules in respect of the Transactions are expected to be less than 25% on an annual basis and the annual consideration for the Transactions is expected to be more than HK$10,000,000, the New Manufacturing Agreement, the Transactions and the New Transaction Caps will be subject to reporting, announcement, circular, approval by the Independent Shareholders and annual review requirement under Chapter 14A of the Listing Rules.

The transactions between the Group and the CCT Fortis Group contemplated under the New Manufacturing Agreement constitute continuing connected transactions for CCT Land under the Listing Rules. The New Manufacturing Agreement, the Transactions and the New Transaction Caps will be subject to the approval by the Independent Shareholders by way of poll at the SGM. CCT Fortis and its associates will abstain from voting in respect of the resolution(s) to approve the New Manufacturing Agreement, the Transactions and the New Transaction Caps at the SGM.

GENERAL

Mr. Mak Shiu Tong, Clement, who is the chairman, an executive director, and the chief executive officer of each of the Company and CCT Fortis and he is also a controlling Shareholder of CCT Fortis, is deemed to have a material interest in the New Manufacturing Agreement, the Transactions and the New Transaction Caps. As such, he is required to abstain and he did abstain from voting by not being present at the meeting of the Board to consider and approve the New Manufacturing Agreement, the Transactions and the New Transaction Caps. Save as aforesaid, none of the other Directors has any material interest in the New Manufacturing Agreement, the Transactions and the New Transaction Caps, and therefore none of them had abstained from voting on the resolution(s) of the Board approving the New Manufacturing Agreement, the Transactions and the New Transaction Caps.

An independent board committee of the Company comprising Mr. Lau Ho Kit, Ivan and Mr. William Robert Majcher, who are independent non-executive directors of the Company and who have no interest in the New Manufacturing Agreement, the Transactions and the New Transaction Caps, has been formed pursuant to the requirements of the Listing Rules to advise the Independent Shareholders on terms of the New Manufacturing Agreement, the Transactions and the New Transaction Caps. Mr. Chow Siu Ngor, an independent non-executive director of the Company, is not a member of the Independent Board Committee because he is also an

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LETTER FROM THE BOARD

independent non-executive director of CCT Fortis and as such, he is not suitable to act as a member of the Independent Board Committee in respect of New Manufacturing Agreement, the Transactions and the New Transaction Caps. Gram Capital has been appointed as the independent financial adviser of the Company to advise the Independent Board Committee and the Independent Shareholders on the New Manufacturing Agreement, the Transactions and the New Transaction Caps.

SGM

A notice convening the SGM to be held at 31/F., Fortis Tower, 77–79 Gloucester Road, Hong Kong on Wednesday, 23 December 2015 at 10:30 a.m. is set out on pages 37 to 38 of this circular. At the SGM, an ordinary resolution(s) will be proposed and, if thought fit, passed to approve the New Manufacturing Agreement, the Transactions and the New Transaction Caps.

A form of proxy for use by the Independent Shareholders at the SGM is enclosed herein. Whether or not you intend to attend and vote at the SGM in person, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the branch share registrar and transfer office of the Company in Hong Kong, Tricor Tengis Limited at 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 SGM or at any adjournment thereof (as the case may be). Such form of proxy for use at the SGM is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.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 SGM should you so wish.

Pursuant to Rule 13.39(4) of the Listing Rules, voting at the SGM will be conducted by way of poll. The chairman of the SGM will therefore demand a poll on the resolution put forward at the SGM pursuant to bye-law 70 of the bye-laws of the Company. As at the Latest Practicable Date, CCT Fortis which held indirectly through CCT Securities a total of 6,426,000,000 Shares (representing approximately 8.65% of the existing total number of issued shares of the Company) through which CCT Fortis controlled the voting rights of those Shares, together with its associates will abstain from voting in respect of resolution(s) to approve the New Manufacturing Agreement, the Transactions and the New Transaction Caps at the SGM. An announcement on the poll results of the SGM will be published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.cctland.com/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 16 to 17 of this circular which contains its recommendation to the Independent Shareholders on the terms of the New Manufacturing Agreement, the Transactions and the New Transaction Caps; and (ii) the letter of advice from Gram Capital as set out on pages 18 to 28 of this circular which contains, amongst other matters, its advice to the Independent Board

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LETTER FROM THE BOARD

Committee and the Independent Shareholders in relation to the terms of the New Manufacturing Agreement, the Transactions and the New Transaction Caps 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 terms of the New Manufacturing Agreement, the Transactions and the New Transaction Caps are on normal commercial terms, and are fair and reasonable so far as the Independent Shareholders are concerned, and are in the interest of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Independent Shareholders to vote in favour of the resolution(s) to be proposed at the SGM to approve the New Manufacturing Agreement, the Transactions and the New Transaction Caps.

OTHER INFORMATION

Your attention is also drawn to the additional information set out in the appendices to this circular and the notice of the SGM.

Yours faithfully, For and on behalf of the Board of CCT LAND HOLDINGS LIMITED Tam Ngai Hung, Terry Director

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LETTER FROM THE INDEPENDENT BOARD COMMITTEE

==> picture [309 x 41] intentionally omitted <==

(Incorporated in Bermuda with limited liability)

(Stock Code: 00261)

The Independent Board Committee: Lau Ho Kit, Ivan William Robert Majcher

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

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

3 December 2015

To the Independent Shareholders

Dear Sir or Madam,

CONTINUING CONNECTED TRANSACTIONS

We refer to the circular of the Company to the Shareholders dated 3 December 2015 (the ‘‘Circular’’), in which this letter forms part. Unless the context requires otherwise, capitalised terms used in this letter will have the same meanings as given to them in the section headed ‘‘Definitions’’ of the Circular.

We have been appointed by the Board as the Independent Board Committee to advise the Independent Shareholders on whether the terms of the New Manufacturing Agreement, the Transactions (which constitute continuing connected transactions for the Company under the Listing Rules) and the New Transaction Caps are fair and reasonable so far as the Independent Shareholders are concerned and are in the interest of the Company and the Shareholders as a whole. Gram Capital has been appointed as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the New Manufacturing Agreement, the Transactions and the New Transaction Caps.

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LETTER FROM THE INDEPENDENT BOARD COMMITTEE

We wish to draw your attention to the letter of advice from Gram Capital, as set out on pages 18 to 28 of the Circular and the letter from the Board as set out on pages 4 to 15 of the Circular.

Having considered, amongst other matters, the factors and reasons considered by, and the opinion of Gram Capital as stated in its letter of advice, we consider that the terms of the New Manufacturing Agreement, the Transactions and the New Transaction Caps are on normal commercial terms and entered into in the ordinary and usual course of business of the Group and are fair and reasonable so far as the Independent Shareholders are concerned and are in the interest of the Company and the Shareholders as a whole. Accordingly, we recommend the Independent Shareholders to vote in favour of the ordinary resolution(s) to approve the New Manufacturing Agreement, the Transactions and the New Transaction Caps to be proposed at the SGM.

Yours faithfully, The Independent Board Committee of CCT LAND HOLDINGS LIMITED William Robert Majcher Independent non-executive Director

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

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LETTER FROM GRAM CAPITAL

Set out below is the text of a letter received from Gram Capital, the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in respect of the New Manufacturing Agreement and the transactions contemplated thereunder for the purpose of inclusion in this circular.

==> picture [169 x 32] intentionally omitted <==

Room 1209, 12/F. Nan Fung Tower 88 Connaught Road Central/ 173 Des Voeux Road Central Hong Kong

3 December 2015

To: The independent board committee and the independent shareholders of CCT Land Holdings Limited

Dear Sirs,

CONTINUING CONNECTED TRANSACTIONS

INTRODUCTION

We refer to our appointment as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the New Manufacturing Agreement and the transactions contemplated thereunder, details of which are set out in the letter from the Board (the ‘‘Board Letter’’) contained in the circular dated 3 December 2015 issued by the Company to the Shareholders (the ‘‘Circular’’), of which this letter forms part. Terms used in this letter shall have the same meanings as defined in the Circular unless the context requires otherwise.

As the Previous Manufacturing Agreement will expire on 31 December 2015, on 9 November 2015, the Company entered into the New Manufacturing Agreement with CCT Fortis to renew the terms and conditions of the Transactions.

According to the Board Letter, the Transactions under the New Manufacturing Agreement constitutes continuing connected transactions for the Company under Chapter 14A of the Listing Rules and is subject to the reporting, announcement, annual review, independent shareholders’ approval and annual review requirements under the Listing Rules.

The Independent Board Committee comprising Mr. Lau Ho Kit, Ivan, Mr. William Robert Majcher (both being independent non-executive Directors) has been established to advise the Independent Shareholders on (i) whether the terms of the New Manufacturing Agreement are on normal commercial terms and are fair and reasonable so far as the Independent Shareholders are concerned; (ii) whether the New Manufacturing Agreement and the Transactions are in the interests of the Company and the Shareholders as a whole and are conducted in the ordinary and usual course of business of the Group; and (iii) how the Independent Shareholders should vote in respect of the resolution(s) to approve the New Manufacturing Agreement and the

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LETTER FROM GRAM CAPITAL

transactions contemplated thereunder at the SGM. We, Gram Capital Limited, have been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in this respect.

BASIS OF OUR OPINION

In formulating our opinion to the Independent Board Committee and the Independent Shareholders, we have relied on the statements, information, opinions and representations contained or referred to in the Circular and the information and representations as provided to us by the Directors. We have assumed that all information and representations that have been provided by the Directors, for which they are solely and wholly responsible, are true and accurate at the time when they were made and continue to be so as at the Latest Practicable Date. We have also assumed that all statements of belief, opinion, expectation and intention made by the Directors in the Circular were reasonably made after due enquiry and careful consideration. We have no reason to suspect that any material facts or information have been withheld or to doubt the truth, accuracy and completeness of the information and facts contained in the Circular, or the reasonableness of the opinions expressed by the Company, its advisers and/or the Directors, which have been provided to us. Our opinion is based on the Directors’ representation and confirmation that there are no undisclosed private agreements/ arrangements or implied understanding with anyone concerning the New Manufacturing Agreement and the Transactions. We consider that we have taken sufficient and necessary steps on which to form a reasonable basis and an informed view for our opinion in compliance with Rule 13.80 of the Listing Rules.

The Directors have collectively and individually accepted full responsibility for the accuracy of the information contained in the Circular and have confirmed, having made all reasonable enquiries, which to the best of their knowledge and belief, that the information contained in the 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 in the Circular or the Circular misleading. We, as the Independent Financial Adviser, take no responsibility for the contents of any part of the Circular, save and except for this letter of advice.

We consider that we have been provided with sufficient information to reach an informed view and to provide a reasonable basis for our opinion. We have not, however, conducted any independent in-depth investigation into the business and affairs of the Company, CCT Fortis Group or their respective subsidiaries or associates, nor have we considered the taxation implication on the Group or the Shareholders as a result of the entering into of the New Manufacturing Agreement. Our opinion is necessarily based on the financial, economic, market and other conditions in effect and the information made available to us as at the Latest Practicable Date. Shareholders should note that subsequent developments (including any material change in market and economic conditions) may affect and/or change our opinion and we have no obligation to update this opinion to take into account events occurring after the Latest Practicable Date or to update, revise or reaffirm our opinion. In addition, nothing contained in this letter should be construed as a recommendation to hold, sell or buy any Shares or any other securities of the Company.

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LETTER FROM GRAM CAPITAL

Lastly, where information in this letter has been extracted from published or otherwise publicly available sources, it is the responsibility of Gram Capital to ensure that such information has been correctly extracted from the relevant sources while we are not obligated to conduct any independent in-depth investigation into the accuracy and completeness of those information.

PRINCIPAL FACTORS AND REASONS CONSIDERED

In arriving at our opinion in respect of the New Manufacturing Agreement and the Transactions, we have taken into consideration the following principal factors and reasons:

1. Background of and reasons for the New Manufacturing Agreement

Information on the Group

With reference to the Board Letter, the Group is principally engaged in (i) the development and sale of residential and commercial properties in the PRC; (ii) design and development, manufacturing and sale of the telecom, electronic and child products; and (iii) trading and sale of the child products.

Set out below are the financial information of the Group for the six months ended 30 June 2015 and each of the two years ended 31 December 2014 as extracted from the interim report of the Company for the six months ended 30 June 2015 (the ‘‘2015 Interim Report’’) and the annual report of the Company for the year ended 31 December 2014 (the ‘‘2014 Annual Report’’), respectively:

	For the
	six months	For the	For the
	ended	year ended	year ended
	30 June	31 December	31 December	Change from
	2015	2014	2013	2013 to 2014
	HK$’million	HK$’million	HK$’million	%
	(unaudited)	(audited)	(audited)
Revenue	437	1,034	1,193	(13.33)
— Telecom and electronic
products	300	798	874	(8.70)
— Trading of child
products	75	171	193	(11.40)
— Property development	62	65	126	(48.41)
Gross profit	27	43	66	(34.85)
Loss for the period/year	(35)	(53)	(31)	70.97

As illustrated in the above table, for the year ended 31 December 2014, the revenue of the Group amounted to approximately HK$1,034 million, representing a decrease of approximately 13.33% as compared to the prior year. With reference to the 2014 Annual Report and as confirmed by the Directors, the decline was mainly caused by challenging and difficult operating environment for the Group’s principal

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LETTER FROM GRAM CAPITAL

businesses. Performance of the telecom product business, was adversely affected by weak consumer demand due to sluggish recovery of its major markets, intensifying competition and rising labour costs. The manufacture and sale of telecom, electronic and child products was the largest portion of revenue of the Group for the six months ended 30 June 2015 and each of the two years ended 31 December 2014.

Information on CCT Fortis

With reference to the Board Letter, CCT Fortis is the holding company of the CCT Fortis Group, which is principally engaged in the following activities: (a) property development and property trading in Hong Kong; (b) property investment and holding; (c) manufacture and sale of plastic components; (d) the securities business; (e) investment in classic cars; (f) sale and trading of classic cars; and (g) automotive service business.

Reasons for entering into the New Manufacturing Agreement

As mentioned above, the manufacture and sale of telecom, electronic and child products was the largest portion of revenue of the Group for the six months ended 30 June 2015 and each of the two years ended 31 December 2014. The Component Products and Toolings have been manufactured and supplied by the CCT Fortis Group to the Group for the production of its products.

With reference to the Board Letter, the Company considered that (i) CCT Fortis Group has extensive experience in and has established strong reputation of manufacturing plastic components and toolings for production of the products of the Group; (ii) entering of the New Manufacturing Agreement will provide a secured and reliable source of supply of the Component Products and the Toolings of good quality at reasonable costs to the Group; and (iii) that the terms of the New Manufacturing Agreement have been negotiated and will be conducted on an arm’s length basis and on normal commercial terms.

In view of the above, we concur with the Directors that the entering into of the New Manufacturing Agreement and the Transactions are in the interests of the Company and the Shareholders as a whole and is conducted in the ordinary and usual course of business of the Group.

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LETTER FROM GRAM CAPITAL

2. Principal terms of the New Manufacturing Agreement

The tables below summarise the major terms of each of the New Manufacturing Agreement:

Date: 9 November 2015

Parties: (i) The Company; and

(ii) CCT Fortis

Subject matter:

Term: For the three years ending 31 December 2018

Price and terms of payment:

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LETTER FROM GRAM CAPITAL

The price of the Toolings will be determined on arm’s length basis with reference to market price provided that the price of the Toolings will be capped by the total costs of manufacturing the Toolings plus a mark-up of no more than 50% of such costs, subject to certain rebates to the Group to be agreed between the relevant members of the Group and the CCT Fortis Group with reference to the pre-agreed annual quantity of each model of the Component Products to be supplied by the CCT Fortis Group to the CCT Land Group, which will be negotiated on arm’s length basis when the order for the Toolings is placed. If the actual annual production quantity of the Component Product has reached the pre-agreed annual quantity, certain rebates for the costs of the related Toolings will be given by the CCT Fortis Group to the CCT Land Group. The pricing of the Toolings will be comparable to that offered by unrelated third party suppliers.

For our due diligence purpose, we have obtained and reviewed (i) the previous individual purchase orders/invoices entered into between relevant subsidiaries of each of the Company and CCT Fortis; and (ii) the quotation offered by an independent third party for similar component products and toolings to the Group. We noted that the major terms (e.g. pricing basis, payment terms, etc.) of the purchase orders/invoices entered into between the Group and CCT Fortis Group were not less favourable than those offered by the independent third party to the Group.

As mentioned above, (i) price of the Component Products will be capped by the amount of direct material costs plus a mark-up of no more than 250%; and (ii) price of the Toolings will be capped by the total costs of manufacturing the Toolings plus a mark-up of no more than 50% of such costs, subject to certain rebates to the Group to be agreed between the relevant members of the Group and the CCT Fortis Group with reference to the pre-agreed annual quantity of each model of the Component Products. For our due diligence purpose, we have enquired into the management of CCT Fortis regarding the mark-ups on the costs and understood from them that prices of similar component products and toolings charged by the CCT Fortis Group to independent third parties will not be limited to any pricing cap. Furthermore, as confirmed by the management of CCT Fortis, CCT Fortis will offer similar levels of rebates to the Company and independent third parties, if pre-agreed annual quantity of each model of the Component Products to be purchased by Company and independent third parties falls in similar levels.

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LETTER FROM GRAM CAPITAL

department of the CCT Tech Group would solicit quotations from at least two independent third parties for similar products and toolings to determine if the price offered by the CCT Fortis Group is in accordance with the above pricing policy and is comparable to or not less favourable than price offered by unrelated third parties. The head of the purchasing department will review the price and approve the purchase orders for Component Products and the Toolings. For our due diligence purpose, we have discussed with the Directors to understand (i) the aforesaid procedures; and (ii) the material director of the Company will be responsible for the above procedures. We further enquired into the Directors regarding the qualification of the material director of the Company and noted that the material director is in charge of the material sourcing, procurement activities, and production and material control functions of the manufacturing operations of the CCT Tech Group. He has over 30 years of experience in material sourcing, purchasing and material control in the electronic and manufacturing industry. He holds a Master’s Degree in Business Administration from The Open University of Hong Kong and is a Member of Chartered Institute of Purchasing & Supply, UK. We consider that the effective implementation of the internal control mechanism would help to ensure fair pricing of the transactions contemplated under the New Manufacturing Agreement according to the pricing basis.

In respect of the payment terms under the New Manufacturing Agreement, (i) based on our due diligence work as mentioned above, the major terms (e.g. pricing basis, payment terms, etc.,) of the/purchase orders/invoices entered into between the Group and CCT Fortis Group were not less favourable than those offered by the independent third party to the Group; and (ii) the majority of the age of trade and bills payables as at 30 June 2015 and 31 December 2014 were within 90 days, we consider that the payment terms under the New Manufacturing Agreement is acceptable.

In light of the above, we are of the view that the terms of the New Manufacturing Agreement are on normal commercial terms and are fair and reasonable so far as the Independent Shareholders are concerned.

3. The New Transaction Caps

Set out below are (i) the historical amount of the Transactions for the two years ended 31 December 2014 and the six months ended 30 June 2015; (ii) the previous annual caps of the Transactions for the three years ending 31 December 2015; and (iii) the proposed New Transaction Caps for the three years ending 31 December 2018:

	For the year	For the year	For the six	For the nine
	ended	ended	months ended	months ended
	31 December	31 December	30 June	30 September
	2013	2014	2015	2015
	Approximate	Approximate	Approximate	Approximate
	HK$ million	HK$ million	HK$ million	HK$ million
Historical amount of the
Transactions	113	102	35	78

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LETTER FROM GRAM CAPITAL

Previous annual caps of the Transactions New Transaction Caps	For the year ended 31 December 2013 HK$ million 300 For the year ending 31 December 2016 HK$ million 135	For the year ended 31 December 2014 HK$ million 400 For the year ending 31 December 2017 HK$ million 160	For the year ending 31 December 2015 HK$ million 500
			For the year ending 31 December 2018 HK$ million 200

With reference to the Board Letter, the New Transaction Caps were determined after taking into account the followings:

(i) the historical figures of the sales of the Component Products and the Toolings by the CCT Fortis Group to the Group;
(ii) the expectation of the Group to use the Component Products and Toolings to cater for the manufacture demand of its products in the next three years;
(iii) to meet expected additional demand from new and innovative products and the anticipated business growth of the Group through geographic expansion in the next three years.

For our due diligence purpose, we have obtained and reviewed the estimation from the Group on the demand of Component Products and the Toolings to be provided by the CCT Fortis Group, which the New Transaction Caps are to cater for. Furthermore, we note that the historical amount of the Transactions for each of the two years ended 31 December 2014 were substantially lower than the annual caps for the relevant period. With reference to the Board Letter, it is because product sales of the CCT Tech Group (to which the CCT Fortis Group supplied the Component Products and the Toolings) slumped in the past three years and this unsatisfactory performance was caused by a number of uncontrollable unfavorable factors which included the sluggish economic growth of CCT Tech’s major markets in Europe, intensifying competition, and shortage of labour of the Guangdong Province. Furthermore, the significant devaluation of euro against the US dollar has also dampened consumer demand of telecom and electronic products in the European markets.

As advised by the Directors, it is reasonable to estimate the annual transaction amounts under the New Manufacturing Agreement based on the turnover of the Group as the supply of the Component Products and the Toolings is needed for the production of

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LETTER FROM GRAM CAPITAL

the Group’s products. The historical amount of the Transactions in 2014 represented approximately 76% of the New Transaction Cap for the year ending 31 December 2016. For the determination of the New Transaction Caps for the two years ending 31 December 2018, the Directors has taken into consideration of, among other things, the business development of the Group and the inflation levels and buffer.

With reference to the Board Letter, the management takes the view that the Group’s revenue from sale of products is expected to hit the bottom after decrease in sales in the past years. The management expects that product sales of the Group may rebound in 2016 taking into consideration of (i) the Group’s on-going initiatives and measures to improve productivity and efficiency; (ii) the expansion of the Group’s market; and (iii) the strong capability in development and launching of new and innovative products. It is estimated that demand for the Component Products and the Toolings will be increased in line with the growth of the Group’s product sales.

Furthermore, with reference to the 2015 Interim Report, looking forward, the global economy is expected to move modestly in the second half of the year. US economic growth is likely to accelerate. However, the recent devaluation of RMB by the PRC has raised concerns over a slowdown of the Chinese economy. Further monetary easing by the Chinese Central Government in the form of interest rate cuts and reduction in reserves ratios for banks is expected in the second half of the year. The mainland economy is expected to stabilize at a lower growth rate.

The New Transaction Caps are the estimated amount based on management of the Company will continue to restructure and reform the manufacturing operations of the CCT Tech Group with a view to overcome the operating challenges that it faces. CCT Tech will continue to pursue its on-going initiatives to improve productivity and implement further measures to improve efficiency in long run. Furthermore, CCT Tech intends to expand its market geographically and will continue to introduce new and innovative products in order to boost sales.

Having considered that (i) the Group’s revenue from sale of products is expected to hit the bottom after decrease in sales in the past years; (ii) the management expects that the product sales of the Group may rebound in 2016 taking into consideration certain factors as mentioned above; (iii) CCT Tech intends to expand its market geographically and will continue to introduce new and innovative products in order to boost sales; and (iv) the recovery of the global economy is expected to move modestly in the second half of the year, we consider that the assumption regarding the growth rate of 10% is acceptable.

With reference to a the report issued by Census and Statistics Department of Hong Kong Special Administrative Region in November 2015, the average Composite CPI for ten months for the period between January 2015 to October 2015 was increased by approximately 3.2% as compared to the corresponding period in 2014. We consider that the assumption regarding the inflation rate is acceptable.

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LETTER FROM GRAM CAPITAL

We noted that the Company has applied a buffer of 10% as an assumption for the determination of the New Transaction Caps. Having considered that the additional buffer (which forms approximately 10% of the New Transaction Caps for each of the three years ending 31 December 2018) was applied for unforeseeable circumstances, for instance, (a) the unpredictable increase in material cost of Component Products and the Toolings; and (b) the unexpected increase in demand of products of CCT Tech as a result of the expanding its market geographically and introducing new and innovative products by CCT Tech, we consider that a buffer of 10% is acceptable.

Given the above factors, we consider that the New Transaction Caps for the three years ending 31 December 2018 are fair and reasonable so far as the Independent Shareholders are concerned.

Shareholders should note that as the New Transaction Caps are relating to future events and were estimated based on assumptions which may or may not remain valid for the entire period up to 31 December 2018, and they do not represent forecasts of revenue/ income/cost to be incurred from the Transactions. Consequently, we express no opinion as to how closely the actual revenue/income to be incurred from the Transactions will correspond with the New Transaction Caps.

4. Listing Rules implication

The Directors confirmed that the Company shall comply with the requirements of Rules 14A.53 to 14A.59 of the Listing Rules pursuant to which (i) the values of the Transactions must be restricted by the New Transaction Caps for the three years ending 31 December 2018; (ii) the terms of the New Manufacturing Agreement must be reviewed by the independent non-executive Directors annually; (iii) details of independent nonexecutive Directors’ annual review on the terms of the New Manufacturing Agreement must be included in the Company’s subsequent published annual reports and financial accounts. Furthermore, it is also required by the Listing Rules that the auditors of the Company must provide a letter to the Board confirming, among other things, whether anything has come to their attention that causes them to believe that the Transactions (i) have not been approved by the Board; (ii) were not entered into, in all material respects, in accordance with the relevant agreement governing the transactions; and (iii) have exceeded the New Transaction Caps. In the event that the total amounts of the Transactions exceed the New Transaction Caps, or that there is any material amendment to the terms of the New Manufacturing Agreement, as confirmed by the Directors, the Company shall comply with the applicable provisions of the Listing Rules governing continuing connected transactions.

Given the above stipulated requirements for continuing connected transactions pursuant to the Listing Rules, we are of the view that there are adequate measures in place to monitor the Transactions and thus the interest of the Independent Shareholders would be safeguarded.

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LETTER FROM GRAM CAPITAL

RECOMMENDATION

Having taken into consideration the factors and reasons as stated above, we are of the opinion that (i) the terms of the New Manufacturing Agreement (including the New Transaction Caps) are on normal commercial terms and are fair and reasonable so far as the Independent Shareholders are concerned; and (ii) the Transactions are in the interests of the Company and the Shareholders as a whole and is conducted in the ordinary and usual course of business of the Group. Accordingly, we recommend the Independent Board Committee to advise the Independent Shareholders to vote in favour of the resolution(s) to be proposed at the SGM to approve the New Manufacturing Agreement (including the New Transaction Caps) and the Transactions and we recommend the Independent Shareholders to vote in favour of the resolution(s) in this regard.

Yours faithfully, For and on behalf of Gram Capital Limited Graham Lam Managing Director

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GENERAL INFORMATION

APPENDIX I

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

Directors’ interests and short positions in the shares and the underlying shares of the Company and its associated corporations (if any)

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:

Interests and short positions in the Shares and the underlying Shares of the Company as at the Latest Practicable Date

(i) Long positions in the Shares:

				Approximate
				percentage of
	Number of	the Shares		the existing
	interested			total issued
Name of	and nature	of interest		share capital of
the Directors	Personal	Corporate	Total	the Company
				(%)
Mr. Mak (Note)	—	6,426,000,000	6,426,000,000	8.65
Tam Ngai Hung, Terry	10,000,000	—	10,000,000	0.01

Note: The interest disclosed represented 6,426,000,000 Shares held indirectly by CCT Fortis through its indirect wholly-owned subsidiary, CCT Securities. Mr. Mak is deemed to be interested in such Shares under the SFO as he is entitled to exercise or control the exercise

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GENERAL INFORMATION

APPENDIX I

of one-third or more of the voting power at general meetings of CCT Fortis through his interest in the shareholding of approximately 54.79% of the total issued share capital in CCT Fortis as at the Latest Practicable Date.

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

						Approximate
						percentage of
						the existing
		Exercise		Number of	Number of	total issued
	Date of grant	period of	Exercise	the share	the total	share capital
Name of the	of the share	the share	price per	options	underlying	of the
Directors	options	options	Share	outstanding	Shares	Company
			HK$			(%)
Chow Siu Ngor	17/1/2014	17/1/2014–	0.01	5,000,000	5,000,000	Below 0.01
		16/1/2024
Lau Ho Kit, Ivan	17/1/2014	17/1/2014–	0.01	5,000,000	5,000,000	Below 0.01
		16/1/2024

(iii) Long positions in the underlying Shares of the Convertible Bonds to be issued by the Company:

Approximate percentage of Number of the underlying Shares the existing interested total issued Name of the and nature of interest share capital of Directors Personal Corporate Total the Company (%) Mr. Mak (Note) — 79,567,100,000 79,567,100,000 107.12

Note: The interest disclosed represented 79,567,100,000 underlying Shares in respect of the convertible bonds (the ‘‘Convertible Bonds’’) to be issued by the Company to CCT Securities, an indirect wholly-owned subsidiary of CCT Fortis pursuant to the terms and conditions of the conditional agreement (the ‘‘Subscription and Settlement Agreement’’) dated 27 October 2015 (as amended by the supplemental agreement (the ‘‘Supplemental Agreement’’) dated 10 November 2015) entered into by and among Jade Assets Company Limited (‘‘Jade Assets’’) (an indirect wholly-owned subsidiary of CCT Fortis), CCT Securities, CCT Fortis, Glory Merit International Investment Limited (‘‘Glory Merit’’) and the Company, under which the Company has conditionally agreed to issue and CCT Securities and Glory Merit have conditionally agreed to subscribe for the Convertible Bonds in settlement of the promissory notes payable by the Company to Jade Assets and Glory Merit. Details of the transactions contemplated under the Subscription and Settlement Agreement as amended by the Supplemental Agreement have been disclosed in the joint announcements of the Company and CCT Fortis dated 27 October 2015 and 10 November 2015 and the Company’s circular dated 17 November 2015. As at the Latest Practicable Date, the transactions contemplated under the Subscription and Settlement Agreement as amended by the Supplemental Agreement have not yet been completed and the Convertible Bonds have not yet been issued by the Company. Mr. Mak is deemed to be interested in such underlying Shares under the SFO as he is entitled to exercise or

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GENERAL INFORMATION

APPENDIX I

control the exercise of one-third or more of the voting power at general meetings of CCT Fortis through his interest in the shareholding of approximately 54.79% of the total issued share capital in CCT Fortis as at the Latest Practicable Date.

Save as disclosed above, 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 the Directors of Listed Issuers contained in the Listing Rules, to be notified to the Company and the Stock Exchange.

Interests of substantial shareholders

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 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:

Interests and short positions in the Shares and the underlying Shares of the Company as at the Latest Practicable Date

(i) Long positions in the Shares:

		Approximate
		percentage of
		the existing
		total issued
		share capital
	Number of	of the
Name of the Shareholders	Shares held	Company
		(%)
CCT Fortis (Note 1)	6,426,000,000	8.65
CCT Capital International Holdings
Limited (Note 1)	6,426,000,000	8.65
CCT Securities (Note 1)	6,426,000,000	8.65
Dynasty East Limited (Note 2)	4,000,000,000	5.39
Li Yunsheng (Note 2)	4,000,000,000	5.39

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GENERAL INFORMATION

APPENDIX I

Notes:

The interest disclosed represented 6,426,000,000 Shares held directly by CCT Securities which is a direct wholly-owned subsidiary of CCT Capital International Holdings Limited, which in turn is a direct wholly-owned subsidiary of CCT Fortis.
The interest disclosed represented 4,000,000,000 Shares held directly by Dynasty East Limited, whose entire shareholding is wholly-owned by Mr. Li Yunsheng.
(ii) Long positions in the underlying Shares of the Convertible Bonds to be issued by the Company:

		Approximate
		percentage of
		the existing
		total issued
	Number of the	share capital
	underlying	of the
Name of the Shareholders	Shares held	Company
		(%)
CCT Fortis (Note 1)	79,567,100,000	107.12
CCT Capital International Holdings
Limited (Note 1)	79,567,100,000	107.12
CCT Securities (Note 1)	79,567,100,000	107.12
Glory Merit (Note 2)	30,000,000,000	40.39
Xing Wei Ping (Note 2)	30,000,000,000	40.39

Notes:

The interest disclosed represented 79,567,100,000 underlying Shares in respect of the Convertible Bonds to be issued by the Company to CCT Securities pursuant to the terms and conditions of the Subscription and Settlement Agreement as amended by the Supplemental Agreement. CCT Securities is a direct wholly-owned subsidiary of CCT Capital International Holdings Limited, which in turn is a direct wholly-owned subsidiary of CCT Fortis.
The interest disclosed represented 30,000,000,000 underlying Shares in respect of the Convertible Bonds to be issued by the Company to Glory Merit pursuant to the terms and conditions of the Subscription and Settlement Agreement as amended by the Supplemental Agreement. Ms. Xing Wei Ping is deemed to be interested in such underlying Shares under the SFO as she is entitled to exercise or control the exercise of one-third or more of the voting power at general meetings of Glory Merit through her interest in the shareholding of approximately 70% of the total issued share capital in Glory Merit as at the Latest Practicable Date.
As at the Latest Practicable Date, the transactions contemplated under the Subscription and Settlement Agreement as amended by the Supplemental Agreement have not yet been completed and the Convertible Bonds have not yet been issued by the Company.

Save for Mr. Mak, Ms. Cheng Yuk Ching, Flora and Mr. Tam Ngai Hung, Terry who are also directors of CCT Fortis, CCT Capital International Holdings Limited and CCT Securities and Mr. Chow Siu Ngor who is also a director of CCT Fortis, no other Director

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GENERAL INFORMATION

APPENDIX I

or proposed Director is a director or employee of the above substantial shareholders which has an interest or short position in the shares and underlying shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO.

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.

Interests in contract or arrangement

As at the Latest Practicable Date, none of the Directors is materially interested in contract or arrangement subsisting and which is significant in relation to the business of the Group.

Interests in assets

As at the Latest Practicable Date, none of the Directors had any direct or indirect interest in any assets which have been, since 31 December 2014, being the date to which 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 are proposed to be acquired or disposed of by or leased to any member of the Group.

Service contracts

There is no existing or proposed service contract between any member of the Group and any Director (excluding contracts expiring or determinable by the Group within one year without payment of compensation (other than statutory compensation)).

Competing interests

Each of the Directors has confirmed that so far as they are aware of, none of the Directors nor any proposed Director or his/her respective close associates has any interest in a business, apart from the Group’s business, which competes or is likely to compete, either directly or indirectly, with the Group’s business.

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.

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GENERAL INFORMATION

APPENDIX I

4. QUALIFICATION AND CONSENT OF EXPERT

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

Name Qualification

Gram Capital A licensed corporation to carry out type 6 (advising on corporation finance) regulated activities as defined under the SFO

Gram Capital 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.

As at the Latest Practicable Date:

(i) Gram Capital did not have any shareholding, directly or indirectly, in the Company or any member of the Group or any right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in the Company or any member of the Group; and
(ii) Gram Capital did not have any direct or indirect interest in any asset which had been acquired, or disposed of by, or leased to the Company or any members of the Group, or was proposed to be acquired, or disposed of by, or leased to any member of the Group since 31 December 2014, the date to which the latest published audited financial statements of the Group were made up.

5. MATERIAL ADVERSE CHANGE

As disclosed in the 2014 annual report of the Group, the operating environment of the manufacturing business of telecom, electronic and child products engaged by the Group was difficult and its performance has been adversely affected by the sluggish economic recovery in its major markets, intensifying competition, and rising input costs (especially labour wages due to shortage of labour in the Guangdong Province). Furthermore, the significant devaluation of euro has dampened consumer demand of telecom and electronic products in the euro countries. The mainland property development business in the PRC engaged by the Group also faced difficult operating environment caused mainly by tightened housing policies previously imposed by the Chinese Central Government and previously tightened liquidity and credit, coupled with low-price or price-cutting strategies adopted by local developers. As a result, the performance of the mainland property development business was also affected. These unfavourable operating factors continue to affect the Group’s principal business since 31 December 2014. Save for the above, 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 2014, being the date to which the latest published audited financial statements of the Group were made up, up to the Latest Practicable Date.

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GENERAL INFORMATION

APPENDIX I

6. 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 Level 22, Hopewell Centre, 183 Queen’s Road East, 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.

7. 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 4 to 15 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 16 to 17 of this circular;
(d) the letter of advice from Gram Capital to the Independent Board Committee and the Independent Shareholders, the text of which is set out on pages 18 to 28 of this circular;
(e) the written consent from Gram Capital referred to in the section headed ‘‘Qualification and consent of Expert’’ in this appendix;
(f) the annual reports of the Company for the three financial years ended 31 December 2014;
(g) the interim report of the Company for the six months ended 30 June 2015;
(h) the New Manufacturing Agreement;

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GENERAL INFORMATION

APPENDIX I

(i) the Subscription and Settlement Agreement and the Supplemental Agreement; and
(j) this circular.

– 36 –

NOTICE OF THE SGM

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(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 Land Holdings Limited (the ‘‘Company’’) will be held at 31/F., Fortis Tower, 77–79 Gloucester Road, Hong Kong on Wednesday, 23 December 2015 at 10:30 a.m. for the purpose of considering and, if thought fit, passing with or without modifications, the following resolution as an ordinary resolution of the Company:

ORDINARY RESOLUTION

‘‘THAT:

(a) the manufacturing agreement dated 9 November 2015 (the ‘‘New Manufacturing Agreement’’) entered into between the Company and CCT Fortis Holdings Limited (‘‘CCT Fortis’’), a copy of which is tabled at the meeting and marked ‘‘A’’ and initialled by the chairman of the meeting (the ‘‘Chairman’’) for identification purpose, pursuant to which CCT Fortis will, and/or will procure its subsidiaries to manufacture and supply the Component Products (as defined in the circular of the Company dated 3 December 2015, a copy of which is tabled at the meeting and marked ‘‘B’’ and initialled by the Chairman for identification purpose (the ‘‘Circular’’)) and the Toolings (as defined in the Circular) to the Company and/or its subsidiaries, for the production of products by the Group (as defined in the Circular), and the transactions contemplated thereunder (the ‘‘Continuing Connected Transactions’’) be and are hereby approved, ratified and confirmed;
(b) the proposed caps in relation to the Continuing Connected Transactions, in the amounts of HK$135 million, HK$160 million and HK$200 million for the three financial years ending 31 December 2016, 2017 and 2018 respectively be and are hereby approved; and

– 37 –

NOTICE OF THE SGM

(c) any one director of the Company, or any two directors of the Company if the affixation of the common seal is necessary, be and is/are hereby authorised for and on behalf of the Company to execute all such other documents, instruments and agreements and to do all such acts or things deemed by him/her/them to be incidental to, ancillary to or in connection with the matters contemplated in and completion of the New Manufacturing Agreement and/or the Continuing Connected Transactions.’’

By Order of the Board of CCT LAND HOLDINGS LIMITED Tam Ngai Hung, Terry Director

Hong Kong, 3 December 2015

Head office and principal place of business

in Hong Kong:

31/F., Fortis Tower

77–79 Gloucester Road

Hong Kong

Notes:

A form of proxy for use at the SGM is enclosed herewith.
The instrument appointing a proxy shall be in writing under the hand of the appointor or of his/her attorney duly authorised in writing or, if the appointor is a corporation, either executed under its common seal or under the hand of any officer, attorney or other person duly authorised to sign the same.
Any shareholder entitled to attend and vote at the SGM 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.
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 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.cctland.com/eng/investor/statutory.php.
Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the SGM or at any adjourned meeting thereof (as the case may be) should they so wish, and in such event, the form of proxy shall be deemed to be revoked.
Where there are joint registered holders of any share(s), any one of such joint holders may attend and vote at the SGM or at any adjourned meeting thereof (as the case may be), either in person or by proxy, in respect of such share(s) as if he/she was solely entitled thereto, but if more than one of such joint holders are present at the SGM or at any adjourned meeting thereof (as the case may be), the most senior shall alone be entitled to vote, whether in person or by proxy. For this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

– 38 –

AI assistant

GBA Holdings Limited — Proxy Solicitation & Information Statement 2015

49077_rns_2015-12-02_ddf5624f-5181-4bf0-b4a9-3a4a11996f78.pdf

CONTINUING CONNECTED TRANSACTIONS

CONTENTS

DEFINITIONS

DEFINITIONS

(Stock Code: 00261)

CONTINUING CONNECTED TRANSACTIONS

INTRODUCTION

LETTER FROM THE BOARD

DETAILS OF THE CONTINUING CONNECTED TRANSACTIONS

The New Manufacturing Agreement

LETTER FROM THE BOARD

LETTER FROM THE BOARD

Internal Control Measures Relating to Pricing of the Component Products and the Toolings

HISTORICAL FIGURES FOR THE TRANSACTIONS

NEW CAP AMOUNTS FOR THE TRANSACTIONS

LETTER FROM THE BOARD

MEASURES TO ENSURE COMPLIANCE WITH THE LISTING RULES

REASONS FOR AND THE BENEFITS TO BE DERIVED BY CCT LAND FROM THE TRANSACTIONS

INFORMATION ON THE COMPANY AND CCT FORTIS

LISTING RULES IMPLICATIONS

GENERAL

LETTER FROM THE BOARD

SGM

RECOMMENDATION

OTHER INFORMATION

(Stock Code: 00261)

CONTINUING CONNECTED TRANSACTIONS

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

CONTINUING CONNECTED TRANSACTIONS

INTRODUCTION

BASIS OF OUR OPINION

LETTER FROM GRAM CAPITAL

PRINCIPAL FACTORS AND REASONS CONSIDERED

1. Background of and reasons for the New Manufacturing Agreement

Information on the Group

Information on CCT Fortis

Reasons for entering into the New Manufacturing Agreement

2. Principal terms of the New Manufacturing Agreement

3. The New Transaction Caps

4. Listing Rules implication

RECOMMENDATION

1. RESPONSIBILITY STATEMENT

2. DISCLOSURE OF INTERESTS

Directors’ interests and short positions in the shares and the underlying shares of the Company and its associated corporations (if any)

Interests and short positions in the Shares and the underlying Shares of the Company as at the Latest Practicable Date

Interests of substantial shareholders

Interests and short positions in the Shares and the underlying Shares of the Company as at the Latest Practicable Date

Interests in contract or arrangement

Interests in assets

Service contracts

Competing interests

3. LITIGATION

4. QUALIFICATION AND CONSENT OF EXPERT

Name Qualification

5. MATERIAL ADVERSE CHANGE

6. MISCELLANEOUS

7. DOCUMENTS AVAILABLE FOR INSPECTION

ORDINARY RESOLUTION

‘‘THAT:

By Order of the Board of CCT LAND HOLDINGS LIMITED Tam Ngai Hung, Terry Director

Hong Kong, 3 December 2015

Head office and principal place of business

More from GBA Holdings Limited

GBA Holdings Limited Proxy Solicitation & Information Statement 2015