GBA Holdings Limited — Proxy Solicitation & Information Statement 2016

Sep 26, 2016

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

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(Incorporated in Bermuda with limited liability)
(Stock Code: 00261)
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NOTICE OF THE SPECIAL GENERAL MEETING

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 Friday, 14 October 2016 at 10:00 a.m. for the purpose of considering and, if thought fit, passing with or without modifications, the following resolution as an ordinary resolution of the Company:

ORDINARY RESOLUTION

‘‘THAT:

• (a) the conditional agreement dated 3 August 2016 (the ‘‘Agreement’’) entered into between CCT Tech Global Holdings Limited (‘‘CCT Global’’) as the vendor and CCT Fortis Holdings Limited (‘‘CCT Fortis’’) as the purchaser, pursuant to which CCT Global conditionally agreed to sell, and CCT Fortis conditionally agreed to purchase or procure its designated nominee to purchase, the one (1) share of US$1.00 representing 100% of the issued share capital of Suremark Holdings Limited at a consideration of HK$24,000,000, which will be settled by set-off against the interest-free loan of HK$24,000,000 due by the Company to CCT Fortis (a copy of the Agreement is tabled at the meeting and marked ‘‘A’’ and initialed by the chairman of the meeting (the ‘‘Chairman’’) for identification purpose, and details of the Agreement and the transactions contemplated under the Agreement (the ‘‘Transaction’’) have been set out in the circular of the Company dated 27 September 2016, a copy of which is tabled at the meeting and marked ‘‘B’’ and initialed by the Chairman for identification purpose (the ‘‘Circular’’)), the special deal contemplated thereunder, and the entering into and execution of the Agreement and the Transaction by CCT Global be and is hereby approved, ratified and/or confirmed;

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• (b) the conditional manufacturing agreement dated 3 August 2016 (as amended and supplemented by the first supplemental manufacturing agreement dated 31 August 2016 and the second supplemental manufacturing agreement dated 14 September 2016) (the ‘‘Manufacturing Agreement’’) entered into between CCT Global and CCT Fortis, pursuant to which CCT Global conditionally agreed to cause its subsidiaries or other subsidiaries of the Company to manufacture and supply child products to CCT Fortis and/or its subsidiaries based on orders to be placed by CCT Fortis and/or its subsidiaries from time to time, subject to the terms and conditions of the Manufacturing Agreement (the ‘‘Manufacturing Transactions’’), with the respective cap amounts (the ‘‘Caps’’) in relation to the Manufacturing Transactions of HK$50 million, HK$190 million and HK$250 million respectively for the period from the completion date of the Transaction to 31 December 2016 and each of the two financial years ending 31 December 2018 (a copy of the Manufacturing Agreement is tabled at the meeting and marked ‘‘C’’ and initialed by the Chairman for identification purpose, and details of the Manufacturing Agreement, the Manufacturing Transactions and the Caps have been set out in the Circular), the special deal contemplated thereunder, and the entering into and execution of the Manufacturing Agreement, the Manufacturing Transactions, the Caps and any other transactions contemplated under the Manufacturing Agreement by CCT Global be and is hereby approved, ratified and/or confirmed; and

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

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

Hong Kong, 27 September 2016

Head office and principal place of business in Hong Kong:

31/F., Fortis Tower

77–79 Gloucester Road Hong Kong

Notes:

1. 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.

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1. 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.

2. 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.

3. 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.

4. 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.

As at the date of this notice, the executive directors of the Company are Mr. Mak Shiu Tong, Clement, Ms. Cheng Yuk Ching, Flora, Mr. Tam Ngai Hung, Terry, Mr. Huanfei Guan and Ms. Lai Mei Kwan and the independent non-executive directors of the Company are Mr. Chow Siu Ngor, Mr. Lau Ho Kit, Ivan and Mr. Tam King Ching, Kenny.

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