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)

CONNECTED TRANSACTION

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

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普頓資本有限公司 PROTON CAPITAL LIMITED

A letter from the Board is set out on pages 5 to 17 of this circular.

A letter from the Independent Board Committee is set out on pages 18 to 19 of this circular.

A letter from Proton Capital Limited containing its advice to the Independent Board Committee and the Independent Shareholders is set out on pages 20 to 30 of this circular.

A notice convening the SGM to be held at 31/F., Fortis Tower, 77–79 Gloucester Road, Hong Kong on Monday, 6 July 2015 at 10:30 a.m. is set out on pages 37 to 39 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.

17 June 2015

		Page
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from	the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Letter from	the Independent Board Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	18
Letter from	Proton Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	20
Appendix I	— General information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	31
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 28 May 2015 in which the Company disclosed the entering of the Deed and details of the Deed including the provision of the Share Charge and the Guarantee;
‘‘associate(s)’’ has the same meaning as ascribed to it under the Listing Rules;
‘‘Board’’ the board of the Directors;
‘‘CAML’’ CCT Assets Management Limited, a company incorporated in the British Virgin Islands and an indirect wholly-owned subsidiary of CCT Fortis;
‘‘CCT Fortis’’
CCT Fortis Holdings Limited, a company incorporated in the Cayman Islands and continued in Bermuda with limited liability and the shares of which are listed on the main board of the Stock Exchange;
‘‘CCT Fortis Group’’ CCT Fortis and its subsidiaries from time to time;
‘‘CCT Global’’ CCT Tech Global Holdings Limited, a company incorporated in the British Virgin Islands with limited liability and a wholly-owned subsidiary of the Company as at the Latest Practicable Date;
‘‘Charged Share(s)’’ 28,000,000 issued ordinary shares with no par value of CCT Global, representing 100% of the total number of existing issued shares of CCT Global, including all dividends, interest and other moneys payable (if any) in respect of the Charged Shares and all other assets, rights, benefits and proceeds in respect of or derived from the Charged Shares (whether by way of redemption, bonus, preference, option, substitution, conversion or otherwise) which is the subject of the Share Charge under the Deed;
‘‘Chargees’’ CCT Fortis and Jade Assets;
‘‘Company’’

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

‘‘connected person(s)’’

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

– 1 –

DEFINITIONS

‘‘Corporate Guarantees’’
‘‘Deed’’
‘‘Director(s)’’
‘‘Encumbrance(s)’’
‘‘Enforcement Events’’
‘‘Expert Success’’
‘‘Financial Assistances’’
‘‘Group’’
‘‘Guarantee’’
‘‘HK$’’
‘‘Hong Kong’’
the corporate guarantees of total amount of HK$145,550,000 given by CCT Fortis in favour of a third party banker to guarantee the banking facilities extended by the banker to members of the Related Group;
the Deed dated 28 May 2015 entered into by the Company as chargor and CCT Global as guarantor, in favour of, Jade Assets as first chargee and CCT Fortis as second chargee, in relation to the Share Charge and the Guarantee and any other transactions contemplated under the Deed;
the director(s) (including the independent non-executive directors) of the Company from time to time;
any claim, charge, mortgage, security, lien, option, equity, power of sale, hypothecation or other third party rights, retention of title, right of pre-emption, right of first refusal or security interest of any kind;
the enforcement events upon the occurrence of which will give rise to the right of the Chargees to enforce the Share Charge and/or the Guarantee, pursuant to the term of the Deeds, details of which have been summarized in subsection headed ‘‘Enforcement Events’’ under the section headed ‘‘The Deed of Shares Charge and Guarantee’’ of this circular;
Expert Success International Limited, a company incorporated in the British Virgin Islands and an indirect wholly-owned subsidiary of CCT Fortis;
the Promissory Notes and the Corporate Guarantees of total amount of HK$1,211,221,000 as at the Latest Practicable Date, provided by the CCT Fortis Group for the benefit of the Group;
the Company and its subsidiaries, from time to time;
the guarantee given by CCT Global under the Deed;
Hong Kong dollar(s), the lawful currency of Hong Kong;
the Hong Kong Special Administrative Region of the PRC;

– 2 –

DEFINITIONS

‘‘Independent Board Committee’’
the independent board committee of the Company consisting of Mr. Lau Ho Kit, Ivan, the independent nonexecutive director of the Company not having a material interest in the Deed and the provision of the Share Charge, and the Guarantee, formed for the purpose of advising the Independent Shareholders on the Deed and the provision of the Share Charge, and the Guarantee;
‘‘Independent Shareholders’’
the Shareholders other than CCT Fortis and his associates;
‘‘Jade Assets’’
Jade Assets Company Limited, a company incorporated in the British Virgin Islands and an indirect wholly-owned subsidiary of CCT Fortis;
‘‘Latest Practicable Date’’
12 June 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;
‘‘PRC’’ the People’s Republic of China;
‘‘Promissory Notes’’
the promissory notes due by CCT Land to the Jade Assets and CCT Fortis, which have total outstanding principal value of HK$1,065,671,000 as at the Latest Practicable Date;
‘‘Proton Capital’’
Proton Capital Limited, a licensed corporation to carry out type 1 (dealing in securities) and type 6 (advising on corporate finance) regulated activities as defined under the SFO, being the independent financial adviser to the Independent Board Committee and the Independent Shareholders in relation to the Deed, the provision of the Share Charge and the Guarantee;
‘‘Related Group’’
CCT Global and its subsidiaries, from time to time;
‘‘Secured Obligations’’
all the undertakings, obligations and liabilities of the Company under the Financial Assistances, whether present or future, actual or contingent;
‘‘SFO’’
the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong);

– 3 –

DEFINITIONS

‘‘SGM’’ the special general meeting of the Shareholders to be convened to consider and, if thought fit, inter alia, approve the Deed and the provision of the Share Charge and the Guarantee and any other transactions contemplated under the Deed;
‘‘Share(s)’’ the share(s) of HK$0.01 each in the share capital of the Company;
‘‘Share Charge’’ the charge on the Charged Shares, pursuant to the terms and conditions of the Deed;
‘‘Shareholder(s)’’ the holder(s) of the issued Share(s);
‘‘Share Holding Companies’’ Jade Assets, Expert Success and CAML;
‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited;
‘‘subsidiaries’’ has the meaning ascribed to it under the Companies Ordinance;
‘‘substantial shareholder(s)’’ has the same meaning as ascribed to it under the Listing Rules;

‘‘Transactions’’ the Share Charge and the Guarantee, including the obligations, representations and undertakings of the Company and CCT Global, in favour of the Chargees to secure the Secured Obligations, and any other transactions contemplated under the Deed; and ‘‘%’’ per cent.

– 4 –

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 Mr. Ong Ban Poh, Michael Mr. Huanfei Guan Ms. Lai Mei Kwan

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

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

17 June 2015

To the Shareholders

Dear Sir or Madam,

CONNECTED TRANSACTION

INTRODUCTION

Reference is made to the Announcement.

It was announced that on 28 May 2015, the Deed was entered into by the Company as chargor, CCT Global as guarantor in favour of Jade Assets and CCT Fortis as chargees, under which the Company, as beneficial owner, has agreed to mortgage the Charged Shares as continuing security for the payment, performance and discharge of the Secured Obligations and CCT Global has irrevocably and unconditionally agreed to guarantee the due and punctual payment of each and every sum falls due from the Company under the Secured Obligations, which represent the Promissory Notes and the Corporate Guarantee of the principal amount of HK$1,065,671,000 and HK$145,550,000, respectively and which are provided by the CCT Fortis Group to the Group and for the benefit of the Group.

– 5 –

LETTER FROM THE BOARD

The Promissory Notes and the Corporate Guarantee constituted financial assistances under Chapter 14A of the Listing Rules and were fully exempted under Rule 14A.90 of the Listing Rules as they were financial assistance received by the Group from a connected person and were conducted on normal commercial terms or better and not secured by the assets of the Group. As at the Latest Practicable Date, CCT Fortis holds indirectly through indirect whollyowned subsidiaries (including Jade Assets) a total of 16,800,000,000 Shares, representing approximately 23.90% of the total number of issued shares of the Company. As such, CCT Fortis is a substantial shareholder of CCT Land and therefore a connected person of CCT Land under Chapter 14A of the Listing Rules. Upon the Share Charge and the Guarantee becoming effective, the Promissory Notes and the Corporate Guarantees will constitute a non-exempt financial assistance under the Listing Rules, and therefore, the Share Charge and the Guarantee are subject to announcement, circular requirements and the approval of the Independent Shareholders by way of poll at the SGM, in accordance with Chapter 14A of the Listing Rules.

The Directors are of the view that the terms of the Deed, the Transactions have been negotiated and will be conducted on an arm’s length basis and on normal commercial terms and are in the interests of the Company and the Independent Shareholders as a whole. The SGM will be convened and held to approve the Deed, and the Transactions. CCT Fortis and its associates will abstain from voting in respect of the resolution(s) to approve the Deed, and the Transactions at the SGM.

An independent financial adviser, Proton Capital, has been appointed to advise the Independent Board Committee and the Independent Shareholders as to whether or not the terms of the Deed, the provision of the Share Charge and, the Guarantee are fair and reasonable so far as the Independent Shareholders are concerned.

The purpose of this circular is to:

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

– 6 –

LETTER FROM THE BOARD

THE DEED OF SHARE CHARGE AND GUARANTEE

The Deed

Date: 28 May 2015 Parties: (i) the Company as chargor; and (ii) CCT Global as guarantor; in favour of: (iii) Jade Assets as the first chargee; and (iv) CCT Fortis as the second chargee.

As at the Latest Practicable Date, CCT Fortis held indirectly through the Share Holding Companies a total of 16,800,000,000 Shares, representing approximately 23.90% of the total number of issued shares of the Company. As such, CCT Fortis is a substantial shareholder of CCT Land and therefore a connected person of the Company pursuant to Chapter 14A of the Listing Rules.

Subject matter of the Deed

The Deed was entered into by the Company as chargor and CCT Global as guarantor in favour of Jade Assets and CCT Fortis as Chargees, under which the Company, as beneficial owner, has agreed to mortgage the Charged Shares as continuing security for the payment, performance and discharge of the Secured Obligations and CCT Global has irrevocably and unconditionally agreed to guarantee the due and punctual payment of each and every sum falls due from the Company under the Secured Obligations, which represent the Financial Assistances of HK$1,211,221,000 which consist of the Promissory Notes and the Corporate Guarantees of the amounts of HK$1,065,671,000 and HK$145,550,000 respectively.

The Charged Shares represent the entire issued capital of CCT Global, which has an unaudited net asset value of approximately HK$1,501 million. The unaudited consolidated net asset value of CCT Global and its subsidiaries is estimated to be approximately HK$1,418 million. These net asset values have not deducted the liabilities of the Company, representing mainly the Promissory Notes of approximately HK$1,065.7 million.

The Chargees may enforce the Share Charge and/or Guarantee at the time after an Enforcement Event has occurred. The maximum liability under the Deed is limited to the amount of HK$1,211,221,000.

Condition Precedent

The Deed will become effective on the date on which approval by the Independent Shareholders at the SGM approving the Deed and the creation of the security by means of the Share Charge in favour of the Chargees to secure the Secured Obligations, the guarantee given by CCT Global under the Deed and any other transactions contemplated under the Deed having been obtained in accordance to the requirements of the Listing Rules.

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LETTER FROM THE BOARD

The Financial Assistances

As at the Latest Practicable Date, the CCT Fortis Group has provided financial assistances to the Group by means of the Promissory Notes and the Corporate Guarantees, details of which are as follows:

(A) Details of the Promissory Notes due by the Company to the CCT Fortis Group

Date of Issue, Term and Maturity Lender Interest 1. 28 March 2012, 5 years, 28 March 2017, CCT Fortis 3% per annum 2. 15 July 2013, 3 years, 15 July 2016, Jade Assets interest-free 3. The original promissory note was issued on 6 March 2014, which was replaced by the new promissory note of 11 March 2015 (note 5), 3 years, 6 March 2017 CCT Fortis 3% per annum 4. 9 June 2014 3 years, 9 June 2017 CCT Fortis 3% per annum 5. 4 September 2014 3 years, 4 September 2017 CCT Fortis 3% per annum 6. 2 January 2015 3 years, 2 January 2018 CCT Fortis 3% per annum 7. 12 May 2015 3 years, 12 May 2018 CCT Fortis 3% per annum Total Promissory Notes	Outstanding Principal HK$ $67,471,000 $900,000,000 $33,200,000 $12,500,000 $7,500,000 $20,000,000 $25,000,000
	$1,065,671,000

Date of Issue,
Term and Maturity
Lender
Interest
1.
28 March 2012,
5 years,
28 March 2017,
CCT Fortis
3% per annum
2.
15 July 2013,
3 years,
15 July 2016,
Jade Assets
interest-free
3.
The original promissory note was
issued on 6 March 2014, which
was replaced by the new
promissory note of 11 March 2015
(note 5),
3 years,
6 March 2017
CCT Fortis
3% per annum
4.
9 June 2014
3 years,
9 June 2017
CCT Fortis
3% per annum
5.
4 September 2014
3 years,
4 September 2017
CCT Fortis
3% per annum
6.
2 January 2015
3 years,
2 January 2018
CCT Fortis
3% per annum
7.
12 May 2015
3 years,
12 May 2018
CCT Fortis
3% per annum
Total Promissory Notes

Outstanding
Principal
HK$ $67,471,000
$900,000,000
$33,200,000
$12,500,000
$7,500,000
$20,000,000
$25,000,000

$1,065,671,000

– 8 –

LETTER FROM THE BOARD

Notes:

(1) The outstanding principal of the Promissory Notes have not included any accrued interest.
(2) The Promissory Note of principal amount of HK$67,471,000 was incurred by the Company as consideration for transfer of the child product business by the CCT Fortis Group into the Related Group in 2012.
(3) The Promissory Note of the principal amount of HK$900,000,000 was incurred by the Company as consideration for assignment of the mainland property development business from the CCT Fortis Group to the Related Group in 2013.
(4) All the other Promissory Notes represent cash advances by CCT Fortis to the Company mainly to finance the mainland property development business of the Related Group.
(5) On 6 March 2014, the Company borrowed a 3-year loan of principal amount of HK$38,000,000 from CCT Fortis under the original promissory note issued on 6 March 2014. An amount of HK$4,800,000 was prepaid by the Company on 11 March 2015 and the outstanding principal balance of the loan of HK$33,200,000 is evidenced by the new certificate of the Promissory Note issued on 11 March 2015.
(6) All the Promissory Notes are unsecured as at the Latest Practicable Date.

As the majority amount of the Promissory Notes is interest free and interest accrued on the interest-bearing Promissory Notes is not expected to be substantial, the Secured Obligations will not, therefore, include accrued interests on the Promissory Notes. As such, any accrued interests of the Promissory Notes will be unsecured and will not be covered by the Share Charge or the Guarantee.

(B) Details of the Corporate Guarantees

As at the Latest Practicable Date, the following Corporate Guarantees of HK$145,550,000 have been provided by CCT Fortis for the benefit of members of the Related Group: 1. a corporate guarantee up to a maximum amount of HK$70,550,000 given by CCT Fortis in favour of a third party banker of the Related Group, to guarantee trade and other banking facilities extended by the bank to an indirect whollyowned subsidiary of the CCT Global; and

a corporate guarantee up to a maximum amount of HK$75,000,000 given by CCT Fortis in favour of a third party banker to guarantee trade and other banking facilities extended by the bank to another indirect wholly-owned subsidiary of the CCT Global.

These facilities include mainly short-term trade finance facilities of tenor up to 120 days. Interest is charged at short-term trade financing interest rates. In order to provide further security on the trade facilities, the bank has requested CCT Fortis to provide the Corporate Guarantees on the basis the Company was a non-wholly owned subsidiary at the material time. The banking facilities together with the Corporate Guarantees have been provided and renewed each year. Despite that CCT Fortis is no longer the holding company of the Company, the bank continues to require the provision of the Corporate

– 9 –

LETTER FROM THE BOARD

Guarantees by CCT Fortis as one of the conditions for the bank to continue to grant the trade finance facilities to the Group due to the facts that the Group remains in a loss position and that CCT Fortis has a stronger financial position than the Company.

These Corporate Guarantees have been given CCT Fortis for the benefit of the Related Group free of charge.

Major Obligations, Representations and undertakings of the Company and the CCT Global under the Deed

Pursuant to the Deed, the Company and CCT Global represents and warrants to the Chargees and undertakes that during the subsistence of the Deed, except otherwise with prior written consent of the Chargees or except as permitted under the Deed:

the Company and CCT Global will not do or cause or permit to be done anything which has or would be reasonably likely to depreciate, jeopardise or otherwise prejudice the market value or collateral value of the Charged Shares or the security rights under the Deed or by law in respect of the Charged Shares;
the Company and the member of the Related Group will comply with all the relevant provisions of the Promissory Notes and other Financial Assistances to the extent that it is required to comply with;
CCT Global will not and will cause other member of the Related Group not to sell or dispose of, the benefit of all or any of the rights, title and interest or incur any Encumbrances on the issued shares of any direct or indirect subsidiary of CCT Global;
CCT Global will not and will cause any other member of the Related Group not to issue any shares, create new class of shares, or grant any option, issue any convertible bond or enter into any agreements which call for the issue of or accord to any person the right to call for the issue of any shares or to amend the rights of the existing issued shares (including the Charged Shares), and CCT Global will not declare any dividend or make any contribution;
each of the Company and CCT Global will not, and CCT Global will cause any member of the Related Group not to, amend its constitutional documents which result in any variation of the rights attaching to or conferred by all or any part of the Charged Shares or the rights and interests of the issue shares of the relevant member (as the case may be);
the performance of each of the Company and CCT Global of the provisions, covenants and obligations contained in the Deed will not infringe any law or obligation binding upon it;

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LETTER FROM THE BOARD

the Deed constitutes the legal, valid and binding obligations of the Company and CCT Global enforceable in accordance with its terms and creates in favour of the Chargees the security which it is expressed to create over the assets which are, subject to the terms of the Deed, at the applicable time, expressed to be secured and with the ranking and priority it is expressed to have;
the entry into and performance by each of the Company and CCT Global of, and the transactions contemplated by, the Deed do not and will not conflict with any law or regulation applicable to each of them; or conflict with any agreement or instrument binding on any of them;
each of the Company and CCT Global acknowledges and agrees that it is to its benefit to execute and deliver the Deed and to assume the obligations and liabilities which are, or are expressed to be, assumed by it under the Deed and to give and perform the undertakings, representations and warranties given and to be performed by it under the Deed;
the Company and the Chargees acknowledges and agrees that the execution of the Deed does not alter or amend the terms and conditions of each of the Promissory Notes and the related loan agreements, which remain enforceable on the parties to each of the Promissory Notes; and
the Company and CCT Global hereby jointly and severally undertakes and covenants to the Chargees during the subsistence of the Deed, except otherwise with the prior written consent of the Chargees or otherwise in pursuance with the Deed:
(a) the existing composition of the board of directors of CCT Global and any other member of the Related Group as at the date of the Deed will not be changed and no existing director be removed or additional director be appointed;
(b) the day-to-day operations of the business of the Related Group will continue to be overseen and managed by the board of directors of the relevant members of the Related Group, which will have full power to appoint or remove members of senior management of members of the Related Group;
(c) cause any member of the Related Group not to make any material change in the nature, scope or organisation of its business nor dispose of any material part of its undertaking or property;
(d) cause any member of the Related Group not to, terminate, sell or transfer or otherwise dispose of any material part of its business or assets (including interest in any subsidiary), or waive any right or cancel or release any material debt or claim, or waive any right or cancel or release any of its undertaking, property or assets save for any save for any encumbrance arising by operation of law;

– 11 –

LETTER FROM THE BOARD

(e) cause any member of the Related Group not to enter into any scheme of arrangement with creditors or pass any resolution or present any petition for the voluntary liquidation or winding-up of itself or any member of the Related Group;
(f) to ensure that the Charged Shares are at all times free from any restriction on transfer by the Chargee(s) or its nominee or any receiver to perfect or enforce the security created by or pursuant to the Deed;
(g) unless retention is permitted or otherwise agreed in writing by the Chargees, to account to the Chargees, promptly following receipt, for all moneys received after the occurrence of an Enforcement Event in respect of the Charged Property and, pending payment of such moneys to the Chargees, to hold such moneys on trust for the Chargees;
(h) to notify the Chargees of the contents of any communication or document received by it in relation to any of the Charged Shares and/or all dividends, interests and other moneys payable (if any) in respect of the Charged Shares; and
(i) to make all such filings and registrations and take all such other steps as may be necessary in connection with the creation, perfection or protection of the security created by or pursuant to the Deed and pay (or procure payment of) all application, registration, renewal and other fees necessary for effecting, protecting, maintaining or renewing registrations in respect of such security when the same have become due and payable.
Except as permitted under this Deed or otherwise with the Chargees’ prior written consent, the Company hall not:
(a) assign or dispose of all or any its rights, title or interest of the Charged Shares; or
(b) create, grant or permit to exist:
- (1) any security (except as created by or pursuant to this Deed) or Encumbrance over;
- (2) call option, put option, convertible bonds or derivatives in relation; or
- (3) any restriction on the ability to transfer or realise,

all or any part of the Charged Shares; or

(c) take or permit the taking of any action which would alter the rights attaching to or prejudice the value of the Charged Shares or any of it.

– 12 –

LETTER FROM THE BOARD

Enforcement Events

The major Enforcement Events under the Deed includes, but not limited to, as follows:

the Company, CCT Global or any other member of the Related Group fails to perform any of its undertakings and obligations or fails to discharge any of its liabilities under the Promissory Notes and the other Financial Assistances;
the Company and/or CCT Global fails to perform any of its undertakings and obligations or fails to discharge any of its liabilities under the Deed;
any member of the Related Group fails to perform any of its undertakings and obligations or fails to discharge any of its liabilities under any of the bank loans or borrowings which are guaranteed partly or wholly by the Corporate Guarantees;
any Corporate Guarantee is enforced by the banker of the relevant member of Related Group;
the Company or any member of the Related Group becomes insolvent or is unable to pay their respective debts;
if a creditor takes possession of all or a substantial part of the business or assets of the Company, CCT Global or any member of the Related Group or any execution or other legal process is enforced against the business or any asset of the Company, CCT Global or any member of the Related Group and is not discharged within seven (7) days thereafter;
if a petition is presented or a proceeding is commenced or any order is made or an effective resolution is passed or a notice is issued convening a meeting for the purpose of passing any resolution or any other step is taken by any person for the winding-up, insolvency, administration, reorganisation, reconstruction, dissolution or bankruptcy of the Company, CCT Global or any member of the Related Group or for the appointment of a liquidator, receiver, administrator, trustee or similar officer of the Company, the CCT Global or any member of the Related Group of its business or assets;
any other event occurs which, in the reasonable opinion of the Chargees, is likely materially and adversely to affect the ability of the Company to perform or comply with any of its respective undertakings and obligations and its ability to discharge any of its liabilities under the Promissory Notes; and
any other event occurs which, in the reasonable opinion of the Chargees, is likely materially and adversely to affect the ability of any member of the Related Group to perform or comply with any of its respective undertakings and obligations and its ability to discharge any of the bank loans or borrowings which are guaranteed partly or wholly by the Corporate Guarantees.

– 13 –

LETTER FROM THE BOARD

Release of the Share Charge and the Guarantee

The Charged Shares charged under this Deed and the guarantee given by CCT Global under this Deed will be released under the following circumstances:

(i) upon full repayment of all the amounts due under the Promissory Notes and other Financial Assistances and interest thereon, if any owing by the Company to the Chargees in accordance with the Promissory Notes; and
(ii) full release of the Corporate Guarantees without any enforcement.

REASONS FOR AND BENEFITS OF THE DEED AND THE TRANSACTIONS

CCT Fortis was the controlling shareholder of the Company and held indirectly through its wholly-owned subsidiaries (including the Jade Assets) approximately 50.49% shareholding interest in the Company until 18 December 2014 and therefore, members of the Group (including the Related Group) were subsidiaries of CCT Fortis. Since then, the CCT Fortis Group has reduced its shareholding interest in the Company to below 50%. As at Latest Practicable Date, the CCT Fortis Group held indirectly approximately 16,800,000,000 shares of the Company, representing approximately 23.90% of the total number of issued shares of the Company.

As at the Latest Practicable Date, the CCT Fortis Group has provided Financial Assistances of total amount of HK$1,211,221,000 to the Group. The Financial Assistances are unsecured at present, and have been provided by the CCT Fortis Group for the benefit of Group on normal commercial terms or better. As CCT Fortis is no longer holding company of the Group, the Deed was therefore entered into by the Company and CCT Global as consideration for and as inducement to the CCT Fortis Group for continuing to provide the Financial Assistances to the Group.

FINANCIAL EFFECTS OF THE SHARE CHARGE AND THE GUARANTEE

It is not expected that there will be any material financial effect to the Group upon the execution of the Deed, the creation of the Share Charge and the granting of the Guarantee.

INFORMATION ON CCT LAND AND CCT FORTIS

CCT Land is the holding company of CCT Global, which in turn is the holding company of the Related Group. The Related Group is engaged in (i) the development of properties for resale 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.

Jade Assets is an indirect wholly-owned subsidiary of CCT Fortis and is engaged in investment holding. CCT Fortis is the holding company of the CCT Fortis Group which is principally engaged in (i) property development and property trading in Hong Kong; (ii) property investment and holding; (iii) manufacture and sale of plastic components; (iv) the securities business; (v) investment in classic cars and provision of restoration, care and maintenance services for classic cars; and (vi) trading and sale of classic cars.

– 14 –

LETTER FROM THE BOARD

LISTING RULES IMPLICATIONS

The Promissory Notes and the Corporate Guarantee constituted financial assistances under Chapter 14A of the Listing Rules and were fully exempted under Rule 14A.90 of the Listing Rules as they were financial assistance received by the Group from a connected person and were conducted on normal commercial terms or better and not secured by the assets of the Group. As at the Latest Practicable Date, CCT Fortis held indirectly through indirect whollyowned subsidiaries (including Jade Assets) a total of 16,800,000,000 Shares, representing approximately 23.90% of the total number of issued shares of the Company. As such, CCT Fortis is a substantial shareholder of CCT Land and therefore a connected person of CCT Land under Chapter 14A of the Listing Rules. Upon the Share Charge and the Guarantee becoming effective, the Promissory Notes and the Corporate Guarantees will constitute a non-exempt financial assistance under the Listing Rules, and therefore the Share Charge and the Guarantee are subject to announcement, circular requirements and the approval of the Independent Shareholders by way of poll at the SGM, in accordance with Chapter 14A of the Listing Rules. CCT Fortis and its associates will abstain from voting in respect of the resolution(s) to approve the Deed, and the Transactions at the SGM.

Mr. Mak Shiu Tong, Clement, who is an executive director, the chairman and the chief executive officer of each of the Company and CCT Fortis and controls more than one-third of the shareholding of CCT Fortis, he is an associate of CCT Fortis. Mr. Mak Shiu Tong, Clement is therefore deemed to have material interest in the Deed and the Transactions. As such, he had abstained from voting on the resolution(s) of the Board approving the Deed, and the Transactions, as he was absent in the meeting of the Board held for this purpose. Save as aforesaid, none of the other Directors (that is the Directors other than Mr. Mak Shiu Tong, Clement) have any material interest in the Deed and the Transactions, and therefore none of them had abstained from voting on the resolution(s) of the Board approving the Deed, and the Transactions.

As both Mr. Chen Li and Mr. Chow Siu Ngor are common independent non-executive directors of both the Company and CCT Fortis, Mr. Chen and Mr. Chow are not eligible to act as a member of the Independent Board Committee to advise on the terms of the Deed, and the Transactions. Mr. Lau Ho Kit, Ivan is an independent non-executive director of the Company and he has no material interest in the Deed, and the Transactions. As such, Mr. Lau Ho Kit, Ivan is eligible to be appointed as member of the Independent Board Committee to advise on the terms of the Deed, and the Transactions. The Independent Board Committee consisting of only Mr. Lau Ho Kit, Ivan has been formed to advise the Independent Shareholders as to whether or not the terms of the Deed, and the Transactions are fair and reasonable and in the interests of the Company and the Independent Shareholders as a whole. An independent financial adviser of the Company will be appointed to advise the Independent Board Committee and the Independent Shareholders in this regard.

– 15 –

LETTER FROM THE BOARD

SGM

A notice convening the SGM to be held at 31/F., Fortis Tower, 77–79 Gloucester Road, Hong Kong on Monday, 6 July 2015 at 10:30 a.m. is set out on pages 37 to 39 of this circular. At the SGM, an ordinary resolution(s) will be proposed and, if thought fit, passed to approve the Transactions.

A form of proxy for use by the Independent Shareholders at the SGM is enclosed herein. Whether or not you intend to attend and vote at the SGM in person, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the branch share registrar and transfer office of the Company in Hong Kong, Tricor Tengis Limited at 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 except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. The chairman of the SGM will therefore demand a poll on the resolution put forward at the SGM pursuant to bye-law 70 of the bye-laws of the Company. The controlling Shareholder, CCT Fortis and its indirect wholly-owned subsidiaries, Jade Assets, Expert Success and CCT Assets which held 13,100,000,000 Shares, 2,350,000,000 Shares and 1,350,000,000 Shares respectively as at the Latest Practicable Date, through which they control the voting rights of their respective Shares, together with their respective associates will abstain from voting in respect of the resolution(s) to approve the Deed, and the Transactions at the SGM. An announcement on the poll results of the SGM will be published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.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 18 to 19 of this circular which contains its recommendation to the Independent Shareholders on the terms of the Deed, and the Transactions; and (ii) the letter of advice from Proton Capital as set out on pages 20 to 30 of this circular which contains, amongst other matters, its advice to the Independent Board Committee and the Independent Shareholders in relation to the terms of the Deed, and the Transactions and the principal factors and reasons considered by it in concluding its advice.

Having considered the factors mentioned above, the Directors (including the Independent Non-executive Directors) are of the view that the terms of the Deed, and the Transactions are on normal commercial terms, and are fair and reasonable so far as the Independent Shareholders are concerned, and are in the interest of the Shareholders and the Company as a whole. Accordingly, the Directors recommend the Independent Shareholders to vote in favour of the ordinary resolution(s) to be proposed at the SGM to approve the Deed, and the Transactions.

– 16 –

LETTER FROM THE BOARD

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

– 17 –

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

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(Incorporated in Bermuda with limited liability)

(Stock Code: 00261)

The Independent Board Committee: Lau Ho Kit, Ivan

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

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

17 June 2015

To the Independent Shareholders

Dear Sir or Madam,

CONNECTED TRANSACTION

I refer to the circular of the Company to the Shareholders dated 17 June 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.

I have been appointed by the Board as the Independent Board Committee to advise the Independent Shareholders on whether the terms of the Deed, and the Transactions are fair and reasonable so far as the Independent Shareholders are concerned and are in the interest of the Company and the Independent Shareholders as a whole. Proton Capital has been appointed as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the terms of the Deed, and the Transactions.

I wish to draw your attention to the letter of advice from the independent financial adviser, Proton Capital, as set out on pages 20 to 30 of the Circular and the letter from the Board as set out on pages 5 to 17 of the Circular.

– 18 –

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

Having considered, amongst other matters, the factors and reasons considered by, and the opinion of Proton Capital as stated in its letter of advice, I consider that the terms of the Deed, and the Transactions are on normal commercial terms and are fair and reasonable so far as the Independent Shareholders are concerned and are in the interest of the Company and the Independent Shareholders as a whole. Accordingly, I recommend the Independent Shareholders to vote in favour of the ordinary resolution(s) to approve the Deed, and the Transactions to be proposed at the SGM.

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

– 19 –

LETTER FROM PROTON CAPITAL

Set out below is the text of a letter received from Proton Capital, the independent financial adviser to the Independent Board Committee and the Independent Shareholders for inclusion in the Circular.

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普頓資本有限公司 PROTON CAPITAL LIMITED

Unit 1001, 10th Floor, Chuang’s Tower, 30-32 Connaught Road Central, Hong Kong

17 June 2015

To: The Independent Board Committee and the Independent Shareholders of CCT Land Holdings Limited

Dear Sirs,

CONNECTED TRANSACTION

INTRODUCTION

We refer to our engagement as the independent financial adviser to the Independent Board Committee and the Independent Shareholders in respect of the Subscription, details of which are set out in the letter from the Board (the ‘‘Board’s Letter’’) contained in the circular of the Company (the ‘‘Circular’’) to the Shareholders dated 17 June 2015, of which this letter forms part. Capitalised terms used in this letter shall have the same meanings as those defined in the Circular unless the context otherwise requires.

On 28 May 2015, the Deed was entered into by the Company as chargor, CCT Global as guarantor in favour of Jade Assets and CCT Fortis as chargees, under which the Company, as beneficial owner, has agreed to mortgage the Charged Shares as continuing security for the payment, performance and discharge of the Secured Obligations and CCT Global has irrevocably and unconditionally agreed to guarantee the due and punctual payment of each and every sum falls due from the Company under the Secured Obligations, which represent the Promissory Notes and the Corporate Guarantee of the principal amount of HK$1,065,671,000 and HK$145,550,000, respectively and which are provided by the CCT Fortis Group to the Group and for the benefit of the Group.

As disclosed in the Board’s Letter, the Promissory Notes and the Corporate Guarantee constituted financial assistances under Chapter 14A of the Listing Rules and were fully exempted under Rule 14A.90 of the Listing Rules as they were financial assistance received by the Group from a connected person and were conducted on normal commercial terms or better and not secured by the assets of the Group. As at the Latest Practicable Date, CCT Fortis holds indirectly through indirect wholly-owned subsidiaries (including Jade Assets) a total of 16,800,000,000 Shares, representing approximately 23.90% of the total number of issued shares of the Company. As such, CCT Fortis is a substantial shareholder of the Company and therefore a connected person of the Company under Chapter 14A of the Listing Rules. Upon the Share Charge and the Guarantee becoming effective, the Promissory Notes and the Corporate Guarantees will constitute a non-exempt financial assistance under the Listing Rules,

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LETTER FROM PROTON CAPITAL

and therefore, the Share Charge and the Guarantee is subject to announcement, circular requirements and the approval of the Independent Shareholders by way of poll at the SGM, in accordance with Chapter 14A of the Listing Rules.

The Independent Board Committee consisting of only Mr. Lau Ho Kit, Ivan has been formed to advise the Independent Shareholders as to whether or not the terms of the Deed, the provision of the Share Charge and the Guarantee are fair and reasonable and in the interests of the Company and the Independent Shareholders as a whole. We, Proton Capital, have been appointed as the independent financial adviser to the Independent Board Committee and the Independent Shareholders in this regard. Proton Capital is not connected with the directors, chief executive and substantial shareholders of the Company or the CCT Fortis Group or any of their respective subsidiaries or their respective associates. In the last two years, there was no engagement between the Group, the CCT Fortis Group and Proton Capital. Apart from normal professional fees paid or payable to us in connection with this appointment as the independent financial adviser, no arrangements exist whereby we had received any fees or benefits from the Company or the CCT Fortis Group. Accordingly, we are qualified to give independent advice in respect of the Deed and the transactions as contemplated thereunder.

BASIS OF OUR OPINION AND RECOMMENDATION

In formulating our recommendation 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 provided by the Directors, for which they are solely and wholly responsible, are true, accurate and complete in all material respects and not misleading or deceptive at the time when they were provided or made and will continue to be so up to the date of despatch of the Circular. 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 enquires and careful considerations by the Directors and there are no other facts not contained in the Circular the omission of which would make any such statement contained in the Circular misleading.

We have no reason to suspect that any relevant information has been withheld, nor are we aware of any fact or circumstance which would render the information provided and representations and opinions made to us untrue, inaccurate or misleading. We have not, however, carried out any independent verification of the information provided by the Directors and management of the Company, nor have we conducted any independent investigation into the business, financial conditions and affairs of the Group or its future prospect.

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LETTER FROM PROTON CAPITAL

The Directors accept full responsibility for the accuracy of the information contained in the Circular and confirm having made all reasonable enquiries, that to the best of their knowledge and belief, information contained 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 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 on which to form a reasonable basis for our opinion. We have no reason to suspect that any relevant information has been withheld, nor are we aware of any facts or circumstances which would render the information provided and representations made to us untrue, inaccurate or misleading. We consider that we have performed all the necessary steps to enable us to reach an informed view and to justify our reliance on the information provided so as to provide a reasonable basis for our opinion. We have not, however, carried out any independent verification of the information provided by the Directors, nor have we conducted an independent investigation into the business and affairs or the prospects of the Company, the Group, the CCT Fortis Group or any of their respective associates. Our opinion is necessarily based on the financial, economic, market and other condition 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 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. Nothing contained in this letter should be constructed as a recommendation to hold, sell or buy any shares or any other securities of the Company. Lastly, where information in this letter has been extracted from published or otherwise publicly available sources, the sole responsibility of Proton Capital is to ensure that such information has been correctly and fairly extracted and presented from the relevant sources.

This letter is issued to the Independent Board Committee and the Independent Shareholders solely in connection with their consideration of the Deed and the transactions contemplated thereunder, and, except for its inclusion in the Circular, is not to be quoted or referred to, in whole or in part, nor shall this letter be used for any other purpose without our prior written consent.

– 22 –

LETTER FROM PROTON CAPITAL

PRINCIPAL FACTORS AND REASONS CONSIDERED

In arriving at our opinion in respect of the Deed and the transactions contemplated thereunder, we have taken into consideration the following principal factors and reasons:

(1) Background of and reasons for the Deed

Information on the Company, CCT Global and the Related Group

The Company is the holding company of CCT Global, which in turn is the holding company of the Related Group. The Related Group is engaged in (i) the development of properties for resale 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.

Information on Jade Assets and CCT Fortis

Reasons for and benefits of the Deed

As disclosed in the Board’s Letter, CCT Fortis was the controlling shareholder of the Company and held indirectly through its wholly-owned subsidiaries (including the Jade Assets) approximately 50.49% shareholding interest in the Company until 18 December 2014 and therefore, members of the Group (including the Related Group) were subsidiaries of CCT Fortis. Since then, the CCT Fortis Group has reduced its shareholding interest in the Company to below 50%. As at the Latest Practicable Date, the CCT Fortis Group held indirectly approximately 16,800,000,000 shares of the Company, representing approximately 23.90% of the total number of issued shares of the Company.

As further disclosed in the Board’s Letter, as at the Latest Practicable Date, the CCT Fortis Group has provided Financial Assistances of total amount of HK$1,211,221,000 to the Group. The Financial Assistances are unsecured at present, and have been provided by the CCT Fortis Group for the benefit of Group on normal commercial terms or better. As CCT Fortis is no longer holding company of the Group, the Deed was therefore entered into by the Company and CCT Global as consideration for and as inducement to the CCT Fortis Group for continuing to provide the Financial Assistances to the Group.

– 23 –

LETTER FROM PROTON CAPITAL

We noted from the Company’s announcement on 18 December 2014 that upon completion of the placement of 3,250,000,000 Shares took place on 18 December 2014 (the ‘‘Disposal’’), the shareholding interest of the CCT Fortis Group in the Company had been reduced to less than 50%. As such, CCT Fortis had not held a majority of the voting rights in the Company and members of the Group had ceased to be accounted for as subsidiaries of CCT Fortis since then.

Given that the Group has ceased to be accounted for as subsidiaries of CCT Fortis since the completion of the Disposal, we consider that it is fair and reasonable for the Company to enter into the Deed and we concur with the opinion of the Directors that the Deed can serve as inducement to the CCT Fortis Group for continuing to provide the Financial Assistances to the Group.

(2) Principal terms of the Deed

According to the Board’s Letter, the terms of the Deed and the Transactions have been negotiated and will be conducted on an arm’s length basis. The Directors are of the view that the terms of the Deed and the Transactions are in the interests of the Company and the Independent Shareholders as a whole.

Set out below are the principal terms of the Deed:

(a) Date: 28 May 2015

(b) Parties: (i) the Company as chargor; and (ii) CCT Global as guarantor;

in favour of:

(iii) Jade Assets as the first chargee; and
(iv) CCT Fortis as the second chargee.

(c) Subject matter of the Deed

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LETTER FROM PROTON CAPITAL

The Chargees may enforce the Share Charge and/or the Guarantee at the time after an Enforcement Event has occurred. The maximum liability under the Deed is limited to the amount of HK$1,211,221,000, i.e. the aggregate amount of the Promissory Notes and the Corporate Guarantees of HK$1,065,671,000 and HK$145,550,000, respectively.

(d) The Financial Assistances

As at the Latest Practicable Date, the CCT Fortis Group has provided financial assistances to the Group by means of the Promissory Notes and the Corporate Guarantees, details of which are as follows:

(A) Details of the Promissory Notes due by the Company to the CCT Fortis Group

Date of Issue, Term and Maturity Lender Interest 1. 28 March 2012, 5 years, 28 March 2017 CCT Fortis 3% per annum 2. 15 July 2013, 3 years, 15 July 2016 Jade Assets interest-free 3. The original promissory note was issued on 6 March 2014, which was replaced by the new promissory note of 11 March 2015 (note 5), 3 years, 6 March 2017 CCT Fortis 3% per annum 4. 9 June 2014, 3 years, 9 June 2017 CCT Fortis 3% per annum 5. 4 September 2014, 3 years, 4 September 2017 CCT Fortis 3% per annum 6. 2 January 2015, 3 years, 2 January 2018 CCT Fortis 3% per annum 7. 12 May 2015, 3 years, 12 May 2018 CCT Fortis 3% per annum Total Promissory Notes	Outstanding Principal HK$ $67,471,000 $900,000,000 $33,200,000 $12,500,000 $7,500,000 $20,000,000 $25,000,000
	$1,065,671,000

Date of Issue, Term
and Maturity
Lender
Interest
1.
28 March 2012,
5 years,
28 March 2017
CCT Fortis
3% per annum
2.
15 July 2013,
3 years,
15 July 2016
Jade Assets
interest-free
3.
The original promissory note
was issued on 6 March 2014,
which was replaced by the new
promissory note of
11 March 2015 (note 5),
3 years,
6 March 2017
CCT Fortis
3% per annum
4.
9 June 2014,
3 years,
9 June 2017
CCT Fortis
3% per annum
5.
4 September 2014,
3 years,
4 September 2017
CCT Fortis
3% per annum
6.
2 January 2015,
3 years,
2 January 2018
CCT Fortis
3% per annum
7.
12 May 2015,
3 years,
12 May 2018
CCT Fortis
3% per annum
Total Promissory Notes

Outstanding
Principal
HK$ $67,471,000
$900,000,000
$33,200,000
$12,500,000
$7,500,000
$20,000,000
$25,000,000

$1,065,671,000

– 25 –

LETTER FROM PROTON CAPITAL

Notes:

(1) The outstanding principal of the Promissory Notes have not included any accrued interest.
(2) The Promissory Note of principal amount of HK$67,471,000 was incurred by the Company as consideration for transfer of the child product business by the CCT Fortis Group into the Related Group in 2012.
(3) The Promissory Note of the principal amount of HK$900,000,000 was incurred by the Company as consideration for assignment of the mainland property development business from the CCT Fortis Group to the Related Group in 2013.
(4) All the other Promissory Notes represent cash advances by CCT Fortis to the Company mainly to finance the mainland property development business of the Related Group.
(5) On 6 March 2014, the Company borrowed a 3-year loan of principal amount of HK$38,000,000 from CCT Fortis under the original promissory note issued on 6 March 2014. An amount of HK$4,800,000 was prepaid by the Company on 11 March 2015 and the outstanding principal balance of the loan of HK$33,200,000 is evidenced by the new certificate of the Promissory Note issued on 11 March 2015.
(6) All the Promissory Notes are unsecured as at the Latest Practicable Date.
(B) Details of the Corporate Guarantees

As at the Latest Practicable Date, the following Corporate Guarantees of HK$145,550,000 in aggregate have been provided by CCT Fortis for the benefit of members of the Related Group:

a corporate guarantee up to a maximum amount of HK$70,550,000 given by CCT Fortis in favour of a third party banker of the Related Group, to guarantee trade and other banking facilities extended by the bank to an indirect wholly-owned subsidiary of the CCT Global; and
a corporate guarantee up to a maximum amount of HK$75,000,000 given by CCT Fortis in favour of a third party banker to guarantee trade and other banking facilities extended by the bank to another indirect wholly-owned subsidiary of the CCT Global.

These Corporate Guarantees have been given by CCT Fortis for the benefit of the Related Group free of charge.

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LETTER FROM PROTON CAPITAL

(e) Release of the Share Charge and the Guarantee

The Charged Shares charged under the Deed and the guarantee given by CCT Global under the Deed will be released under the following circumstances:

(i) upon full repayment of all the amounts due under the Promissory Notes and other Financial Assistances and interest thereon, if any owing by the Company to the Chargees in accordance with the Promissory Notes; and
(ii) full release of the Corporate Guarantees without any enforcement.
(f) Major Obligations, Representations and undertakings of the Company and the CCT Global under the Deed and major Enforcement Events under the Deed

Please refer to the Board’s Letter for the details of the major obligations, representations and undertakings of the Company and the CCT Global under the Deed as well as the major Enforcement Events under the Deed.

Reasons for the issue of the Promissory Notes in favour of CCT Fortis/Jade Assets and granting of the Corporate Guarantees by CCT Fortis

Regarding the Promissory Notes, we noted that the save for Promissory Note no. 1 and 2, all the Promissory Notes represent cash advances by CCT Fortis to the Company mainly to finance the mainland property development business of the Group. Promissory Note no. 1 of principal amount of HK$67,471,000 was incurred by the Company as consideration for transfer of the child product business by the CCT Fortis Group to the Related Group in 2012 (the ‘‘2012 Transaction’’), details of which were set out in the circular of the Company dated 21 February 2012. Promissory Note no. 2 of principal amount of HK$900,000,000 was incurred by the Company as consideration for assignment of the mainland property development business from the CCT Fortis Group to the Related Group in 2013 (the ‘‘2013 Transaction’’), details of which were set out in the circular of the Company dated 14 June 1013.

We noted that both of the 2012 Transaction and the 2013 Transaction constituted, among others, connected transactions of the Company and these transactions were approved by the then independent Shareholders.

We have enquired and are advised by the Directors that the Corporate Guarantees were granted by CCT Fortis in respect of the bank facilities of the Group, which represent trade financing extended by a third party bank lender to two indirect wholly-owned subsidiaries of CCT Global. These facilities include mainly short-term trade finance facilities of tenor up to 120 days. Interest is charged at short-term trade financing interest rates. In order to provide further security to the facilities, the bank has requested CCT Fortis to provide the Corporate Guarantees on the basis that the Company was a non-wholly owned subsidiary of CCT Fortis in the material time. The banking facilities together with the Corporate Guarantees have been provided and renewed each year. As further advised by the Directors, despite

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LETTER FROM PROTON CAPITAL

that CCT Fortis is no longer the holding company of the Company, the bank continues to require the provision of the Corporate Guarantees by CCT Fortis as one of the conditions for the bank to continue to grant the trade finance facilities to the Group due to the facts that the Group remains in a loss position and that CCT Fortis has a stronger financial position than the Company.

Interest rate of the Promissory Notes and the Corporate Guarantees

As illustrated by the table under the sub-section headed ‘‘Details of the Promissory Notes due by the Company to the CCT Fortis Group’’, the Promissory Notes, all of which are maturing in 2016 to 2018, carry annual interest rates of nil to 3.0%.

As advised by the Directors, as the majority amount of the Promissory Notes is interest free and interest accrued on the interest-bearing Promissory Notes is not expected to be substantial, the Secured Obligations will not, therefore, include accrued interests on the Promissory Notes. As such, any accrued interests of the Promissory Notes will be unsecured and will not be covered by the Share Charge or the Guarantee.

As stated in the sub-section headed ‘‘Details of the Corporate Guarantees’’, the Corporate Guarantees are granted by the CCT Fortis for the benefits of the Related Group free of charge. We noted from the annual report of the Company for the year ended 31 December 2014 that the effective interest rate of Group’s secured bank loans maturing in 2015 ranged from 1.66% to 9.00% while the effective interest rate of Group’s secured bank loans maturing in 2016 and 2017 (‘‘Non-current Bank Loans’’) ranged from 5.25% to 6.15%.

On the basis that the interest rates payable under the Promissory Notes are lower than the interest rates of the Non-current Bank Loans and the Corporate Guarantees were granted by the CCT Fortis Group free of charge, we consider the interest rates of the Promissory Notes and the Corporate Guarantees are favourable to the Company.

(3) Financial effects of the Deed, the Share Charge and the Guarantee

As advised by the Directors, it is not expected that there will be any material financial effect to the Group upon the execution of the Deed, the creation of the Share Charge and the granting of the Guarantee.

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LETTER FROM PROTON CAPITAL

RECOMMENDATION

Having considered the aforesaid principal factors and on the basis that:

(i) the Group has ceased to be accounted for as subsidiaries of CCT Fortis since the Disposal and the Deed can serve as inducement to the CCT Fortis Group for continuing to provide the Financial Assistances to the Group;
(ii) save for Promissory Notes no. 1 and 2, the Promissory Notes represent cash advances by CCT Fortis to the Company mainly to finance the principal business of the Group;
(iii) both of the 2012 Transaction and the 2013 Transaction were approved by the then independent Shareholders;
(iv) the Corporate Guarantees were granted by CCT Fortis at the request of the relevant bank when the Company was a non-wholly owned subsidiary of CCT Fortis in the material time and despite that CCT Fortis is no longer the holding company of the Company, the bank continues to require the provision of the Corporate Guarantees by CCT Fortis as one of the conditions for the bank to continue to grant the trade finance facilities to the Group due to the facts that the Group remains in a loss position and that CCT Fortis has a stronger financial position than the Company;
(v) the interest rates payable under the Promissory Notes are lower than the interest rates of the Non-current Bank Loans and the Corporate Guarantees were granted by the CCT Fortis Group free of charge and thus the interest rates and terms of the Promissory Notes and the Corporate Guarantees are favourable to the Company;
(vi) although both of the estimated unaudited net asset value of CCT Global and the estimated unaudited consolidated net asset value of CCT Global and its subsidiaries are higher than the aggregate amount of the Financial Assistances, we noted that the aforesaid net asset values have not deducted the liabilities of the Company, representing primarily the Promissory Notes of approximately HK$1,065.7 million, and it is normal for lenders in Hong Kong to have collaterals for secured loans with values that are higher than actual loan amounts; and
(vii) it is not expected that there will be any material financial effect to the Group upon the execution of the Deed, the creation of the Share Charge and the granting of the Guarantee.

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LETTER FROM PROTON CAPITAL

We are of the view that the terms of the Deed and the Share Charge and the Guarantee thereunder are on normal commercial terms and are fair and reasonable and the entering into the Deed is in the interests of the Company and the Shareholders as a whole. Accordingly, we would recommend the Independent Shareholders, as well as the Independent Board Committee to advise the Independent Shareholders, to vote in favour of the proposed resolution to approve the Deed and the transactions contemplated thereunder at the forthcoming SGM.

Yours faithfully, For and on behalf of Proton Capital Limited Josephine Lau Director — Corporate Finance

Note: Ms. Josephine Lau has been a responsible officer of Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities since 2012 and 2007, respectively. Ms. Lau has more than 13 years of experience in corporate finance and investment banking and has participated in and completed various advisory transactions of listed companies in Hong Kong.

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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 share options of the Company and its associated corporations

As at the Latest Practicable Date, the Directors and chief executive of the Company and/or any of their respective associates had the following interests and short positions in the shares, underlying shares and debentures of the Company and/or any of its associated corporations (within the meaning of Part XV of the SFO) which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO) or were required, pursuant to section 352 of the SFO, to be entered in the register of the Company referred to therein or which were required, pursuant to Part XV of the SFO or the Model Code for Securities Transactions by Directors of Listed Issuers contained in the Listing Rules, to be notified to the Company and the Stock Exchange:

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

				Approximate
				percentage
				of the total
	Number of the Shares		interested	issued share
		and nature of interest		capital of the
Name of the Directors	Personal	Corporate	Total	Company
				(%)
Mak Shiu Tong, Clement	—	16,800,000,000	16,800,000,000	23.90
(Note)
Tam Ngai Hung, Terry	20,000,000	—	20,000,000	0.03
Chen Li	10,000,000	—	10,000,000	0.01

Note: The interest disclosed represents 16,800,000,000 Shares held by CCT Fortis through its indirect wholly-owned subsidiaries. Mr. Mak Shiu Tong, Clement is deemed to be interested in such Shares under the SFO as he is entitled to exercise or control the exercise of one-third or more of the voting power at general meetings of CCT Fortis through his interest in the shareholding of approximately 54.60% of the total issued share capital in CCT Fortis as at the Latest Practicable Date.

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GENERAL INFORMATION

APPENDIX I

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

						Approximate
						percentage of
					Number of the	the total
	Date of grant	Exercise		Number of the	total	issued share
Name of the	of the share	period of the	Exercise price	share options	underlying	capital of the
Directors	options	share options	per 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

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

				Approximate
				percentage of
	Number of	the CCT Fortis Shares interested		the total issued
		and nature of interest		share capital
Name of the Directors	Personal	Corporate	Total	of CCT Fortis
				(%)
Mak Shiu Tong, Clement	8,475,652	446,025,079	454,500,731	54.60
(Note)
Tam Ngai Hung, Terry	500,000	—	500,000	0.06

Note: Of the shareholding in which Mr. Mak Shiu Tong, Clement was interested, an aggregate of 446,025,079 shares of CCT Fortis are beneficially held by Capital Force International Limited, New Capital Industrial Limited and Capital Winner Investments Limited, all of which are private corporations wholly-owned by Mr. Mak beneficially. Mr. Mak is deemed to be interested in 446,025,079 shares of CCT Fortis under the SFO as he controls the exercise of all the voting power at general meetings of Capital Force International Limited, New Capital Industrial Limited and Capital Winner Investments Limited.

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

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GENERAL INFORMATION

APPENDIX I

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

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

		Approximate
		percentage of
		the total
		issued share
	Number of the	capital of the
Name of the Shareholders	Shares held	Company
		(%)
CCT Fortis (Note 1)	16,800,000,000	23.90
CCT Technology Investment Limited	16,800,000,000	23.90
(Notes 1 & 2)
Jade Assets Company Limited (Note 2)	13,100,000,000	18.64

Notes:

The interest disclosed represents 16,800,000,000 Shares indirectly owned by CCT Technology Investment Limited through its respective subsidiaries stated in Note 2. CCT Technology Investment Limited is a wholly-owned subsidiary of CCT Fortis.
The interest disclosed represents 13,100,000,000 Shares held by Jade Assets Company Limited, 1,350,000,000 Shares held by CCT Assets Management Limited and 2,350,000,000 Shares held by Expert Success International Limited, all of which are wholly-owned subsidiaries of CCT Technology Investment Limited.

Save for Mr. Mak Shiu Tong, Clement, Ms. Cheng Yuk Ching, Flora, Mr. Tam Ngai Hung, Terry, Mr. Chow Siu Ngor and Mr. Chen Li who are also directors of CCT Fortis, no other Director 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.

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GENERAL INFORMATION

APPENDIX I

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 Practical Date, none of the Directors is materially interested in contract or arrangement subsisting which is significant in relation to the business of the Group.

Interests in assets

As at the Latest Practical Date, none of the Directors has any direct or indirect interest in any assets which have been, since 31 December 2014, being the date to which 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 compensations)).

Competing business

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

Proton Capital A licensed corporation to carry out type 1 (dealing in securities) and type 6 (advising on corporation finance) regulated activities as defined under the SFO

(i) Proton 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 as at the Latest Practicable Date;
(ii) Proton 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; and
(iii) Proton 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 which exerted significant pressure on price reduction, and rising input costs (especially labour wages due to shortage of labour in the Guangdong Province). Furthermore, the significant devaluation of euro has added pressure from the Group’s European customers demanding price reductions. It was also disclosed in the 2014 annual report that the mainland property development business in the PRC engaged by the Group faced difficult operating environment caused mainly by continuing tightened housing policies imposed by the Chinese Central Government and China’s reforms in the financial sector which led to 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 5 to 17 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 18 to 19 of this circular;
(d) the letter of advice from Proton Capital to the Independent Board Committee and the Independent Shareholders, the text of which is set out on pages 20 to 30 of this circular;
(e) the written consent from Proton 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 Deed; and
(h) this circular.

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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 Monday, 6 July 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 deed dated 28 May 2015 (the ‘‘Deed’’) entered into by the Company as chargor, CCT Tech Global Holdings Limited (‘‘CCT Global’’, a company incorporated in the British Virgin Islands with limited liability and a wholly-owned subsidiary of the Company) as guarantor in favour of Jade Assets Company Limited (‘‘Jade Assets’’, a company incorporated in the British Virgin Islands with limited liability and an indirect wholly-owned subsidiary of CCT Fortis Holdings Limited (‘‘CCT Fortis’’, a company incorporated in the Cayman Islands and continued in Bermuda with limited liability and the shares of which are listed on the main board of The Stock Exchange of Hong Kong Limited)) as the first chargee, and CCT Fortis as the second chargee (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), under which the Company, as beneficial owner, has agreed: (i) to mortgage (the ‘‘Share Charge’’) the 28,000,000 issued ordinary shares (the ‘‘Charged Share(s)’’) with no par value of CCT Global, representing 100% of the total number of existing issued shares of CCT Global, as continuing security for the payment, performance and discharge of all the undertakings, obligations and liabilities of the Company (the ‘‘Secured Obligations’’) under the promissory notes with principal value of HK$1,065,671,000 and the corporate guarantees of amount of HK$145,550,000, together of total amount of HK$1,211,221,000 (the ‘‘Financial Assistances’’) provided by CCT Fortis and its subsidiaries for the benefit of the Company and its subsidiaries; and (ii) CCT Global has irrevocably and unconditionally agreed to guarantee the due and punctual payment of each and every sum falls due from the Company under the Secured Obligations (the ‘‘Guarantee’’), including the obligations, representations and undertakings represented and warranted by the Company and CCT Global in favour of Jade Assets and CCT Fortis under the Deed (the creation of the Share Charge, the granting of the Guarantee, including the

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NOTICE OF THE SGM

obligations, representations undertakings given under the Deed and any other transactions contemplated under the Deed referred to hereinafter as (the ‘‘Transactions’’), and details of Transactions have been set out in the circular of the Company dated 17 June 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 entering into and execution of the Deed by the Company and CCT Global be and is hereby approved, ratified and confirmed;

(b) the Transactions contemplated under the Deed by the Company and CCT Global in favour of the Jade Assets and CCT Fortis be and is hereby approved; and
(c) any one director of the Company, or any two directors of the Company if the affixation of the common seal is necessary, be and is/are hereby authorised for and on behalf of the Company to execute all such other documents, instruments and agreements and to do all such acts or things deemed by him/her/them to be incidental to, ancillary to or in connection with the matters contemplated in and completion of the Deed and the Transactions.’’

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

Hong Kong, 17 June 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.

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NOTICE OF THE SGM

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.

– 39 –

AI assistant

GBA Holdings Limited — Proxy Solicitation & Information Statement 2015

49077_rns_2015-06-16_295431a0-4428-438a-80c7-67e2cba49d31.pdf

CONNECTED TRANSACTION

CONTENTS

DEFINITIONS

DEFINITIONS

DEFINITIONS

(Stock Code: 00261)

CONNECTED TRANSACTION

INTRODUCTION

LETTER FROM THE BOARD

THE DEED OF SHARE CHARGE AND GUARANTEE

The Deed

Subject matter of the Deed

Condition Precedent

LETTER FROM THE BOARD

The Financial Assistances

(B) Details of the Corporate Guarantees

Major Obligations, Representations and undertakings of the Company and the CCT Global under the Deed

Enforcement Events

Release of the Share Charge and the Guarantee

REASONS FOR AND BENEFITS OF THE DEED AND THE TRANSACTIONS

FINANCIAL EFFECTS OF THE SHARE CHARGE AND THE GUARANTEE

INFORMATION ON CCT LAND AND CCT FORTIS

LISTING RULES IMPLICATIONS

SGM

RECOMMENDATION

OTHER INFORMATION

(Stock Code: 00261)

CONNECTED TRANSACTION

CONNECTED TRANSACTION

INTRODUCTION

BASIS OF OUR OPINION AND RECOMMENDATION

PRINCIPAL FACTORS AND REASONS CONSIDERED

(1) Background of and reasons for the Deed

Information on the Company, CCT Global and the Related Group

Information on Jade Assets and CCT Fortis

Reasons for and benefits of the Deed

(2) Principal terms of the Deed

(c) Subject matter of the Deed

(d) The Financial Assistances

(e) Release of the Share Charge and the Guarantee

Interest rate of the Promissory Notes and the Corporate Guarantees

(3) Financial effects of the Deed, the Share Charge and the Guarantee

RECOMMENDATION

LETTER FROM PROTON CAPITAL

1. RESPONSIBILITY STATEMENT

2. DISCLOSURE OF INTERESTS

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

Interests of substantial shareholders

Interests in contract or arrangement

Interests in assets

Service contracts

Competing business

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

Head office and principal place of business

More from GBA Holdings Limited

GBA Holdings Limited Proxy Solicitation & Information Statement 2015