GBA Holdings Limited — Proxy Solicitation & Information Statement 2017

Sep 11, 2017

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 a licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or professional adviser.

If you have sold or transferred all your shares in CCT Land Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

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)

PROPOSED SHARE CONSOLIDATION AND

PROPOSED CHANGE IN BOARD LOT SIZE AND NOTICE OF THE SGM

A letter from the Board is set out on pages 5 to 11 of this circular.

A notice convening the SGM to be held at 31/F., Fortis Tower, 77–79 Gloucester Road, Hong Kong on Thursday, 28 September 2017 at 10:30 a.m. is set out in SGM-1 to SGM-3 of this circular. A form of proxy for use by the Shareholders at the SGM is enclosed with this circular. Whether or not you intend to attend and vote at the SGM in person, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the branch share registrar and transfer office of the Company in Hong Kong, Tricor Tengis Limited at 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 website of the Stock Exchange (www.hkexnews.hk) and that of 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.

12 September 2017

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Expected Timetable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Notice of SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	SGM-1

– i –

DEFINITIONS

In this circular, the following expressions shall have the meanings set out below unless the context requires otherwise:

• ‘‘Board’’ the board of Directors; ‘‘Bye-laws’’ the Memorandum of Association and bye-law(s) of the Company;

• ‘‘CCASS’’ the Central Clearing and Settlement System established and operated by the HKSCC;

• ‘‘Change in Board Lot Size’’ the proposed change in board lot size of the Shares for trading on the Stock Exchange from 80,000 Existing Shares to 20,000 Consolidated Shares;

• ‘‘Company’’ CCT Land Holdings Limited, a company incorporated in Bermuda with limited liability, the shares of which are listed on the main board of the Stock Exchange (stock code: 00261);

• ‘‘Consolidated Share(s)’’ ordinary share(s) with par value of HK$0.2 each in the share capital of the Company immediately after the Share Consolidation becoming effective, whether issued or unissued;

• ‘‘Convertible Bonds’’ the convertible bonds issued by the Company, maturing on 7 December 2018 with the outstanding principal amount of HK$495,671,000 as at the Latest Practicable Date;

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

• ‘‘Existing Share(s)’’ ordinary share(s) with par value of HK$0.01 each in the share capital of the Company before the Share Consolidation becomes effective, whether issued or unissued;

• ‘‘Existing Share Certificate(s)’’ existing share certificate(s) in the colour of pink for the Existing Shares;

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

• ‘‘HKSCC’’ Hong Kong Securities Clearing Company Limited;

– 1 –

DEFINITIONS

• ‘‘HK$’’

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

• ‘‘Hong Kong’’

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

• ‘‘Kingsway’’

• Kingsway Financial Services Group Limited, a corporation licensed to engage in type 1 (dealing in securities), type 2 (dealing in futures contracts), type 4 (advising on securities) and type 9 (asset management) regulated activities under the Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong);

• ‘‘Latest Practicable Date’’

• 8 September 2017, being the latest practicable date prior to the printing of this circular for ascertaining certain information set out in it;

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

• ‘‘New Share Certificate(s)’’

• new share certificate(s) in the colour of red for the Consolidated Shares;

• ‘‘SGM’’

• the special general meeting of the Company to be convened at 31/F., Fortis Tower, 77–79 Gloucester Road, Hong Kong on Thursday, 28 September 2017, at 10:30 a.m. for the Shareholders to consider and, if thought fit, approve the Share Consolidation or any adjournment thereof (as the case may be);

• ‘‘Share(s)’’ Existing Share(s) and/or Consolidated Share(s), as the case may be;

• ‘‘Share Consolidation’’

• the proposed consolidation of every twenty (20) Existing Shares into one (1) Consolidated Share;

• ‘‘Shareholder(s)’’

• holder(s) of the Existing Share(s) or the Consolidated Share(s), as the case may be;

• ‘‘Share Option(s)’’

• option(s) to subscribe for new shares of the Company granted under the Share Option Scheme;

• ‘‘Share Option Scheme’’ share option scheme adopted by the Company on 27 May 2011; and

• ‘‘Stock Exchange’’

The Stock Exchange of Hong Kong Limited.

– 2 –

EXPECTED TIMETABLE

The expected timetable of the implementation of the Share Consolidation and Change in Board Lot Size is set out below:

Event 2017
Latest date and time for lodging transfer documents. . . . . . . . . . . . . . . . . . . . . 4:30 p.m. on Friday,
22 September
Closure of register of members of the Company
for determining the identity of the Shareholders
who are entitled to attend and vote at the SGM . . . . . . . . . . . . . . . . . . . . . Monday, 25 September
to Thursday, 28 September
(both dates inclusive)
Latest date and time for lodging form of proxy for the SGM. . . . . . . . . . 10:30 a.m. on Tuesday,
26 September
Date and time of the SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10:30 a.m. on Thursday,
28 September
Announcement of the poll results of the SGM. . . . . . . . . . . . . . . . . . . . . . . . Thursday, 28 September
The following events are conditional on the fulfilment of the conditions for the
implementation of the Share Consolidation
Effective date of the Share Consolidation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 29 September
First day of free exchange of Existing Share Certificates
for New Share Certificates. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 29 September
Dealings in the Consolidated Shares commences . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Friday,
29 September
Original counter for trading in the Existing Shares
in board lots of 80,000 Existing Shares (in the form of
Existing Share Certificates) temporarily closes . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Friday,
29 September
Temporary counter for trading in the Consolidated Shares
in board lots of 4,000 Consolidated Shares (in the form of
Existing Share Certificates) opens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Friday,
29 September
Original counter for trading in the Consolidated Shares
in board lots of 20,000 Consolidated Shares (in the form of
New Share Certificates) re-opens. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Tuesday,
17 October

– 3 –

2017

Event

EXPECTED TIMETABLE

Parallel trading in the Consolidated Shares (in the form of New Share Certificates and Existing Share Certificates) commences . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Tuesday, 17 October

Designated broker starts to stand in the market to provide matching services for odd lots of the Consolidated Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Tuesday, 17 October

Temporary counter for trading in the Consolidated Shares in board lots of 4,000 Consolidated Shares (in the form of Existing Share Certificates) closes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Monday, 6 November

Parallel trading in the Consolidated Shares (in the form of New Share Certificates and Existing Share Certificates) ends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Monday, 6 November Designated broker ceases to stand in the market to provide matching services for odd lots of the Consolidated Shares . . . . . . . . . . . 4:00 p.m. on Monday, 6 November Last day for free exchange of Existing Share Certificates for New Share Certificates. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 8 November

All times and dates in this circular refer to Hong Kong local times and dates. The expected timetable set out above is subject to the results of the SGM and is therefore indicative only and may be subject to change. Further announcement(s) will be made by the Company as and when appropriate.

– 4 –

LETTER FROM THE BOARD

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(Incorporated in Bermuda with limited liability)

(Stock Code: 00261)

Executive Directors: Mr. Mak Shiu Tong, Clement Ms. Cheng Yuk Ching, Flora Mr. Tam Ngai Hung, Terry Mr. Guan Huanfei Ms. Lai Mei Kwan

Non-Executive Director: Mr. Tsui Wing Tak

Independent Non-Executive Directors:

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

Mr. Chow Siu Ngor Mr. Lau Ho Kit, Ivan Mr. Tam King Ching, Kenny Dr. Chow Ho Wan, Owen

12 September 2017

To the Shareholders and, for information only, the holders of the Share Options and Convertible Bonds,

Dear Sir or Madam,

PROPOSED SHARE CONSOLIDATION AND

PROPOSED CHANGE IN BOARD LOT SIZE AND NOTICE OF THE SGM

INTRODUCTION

Reference is made to the announcement of the Company dated 28 August 2017, in which the Board proposed to (i) implement a Share Consolidation on the basis that every twenty (20) Existing Shares of HK$0.01 each in the share capital of the Company be consolidated into one

– 5 –

LETTER FROM THE BOARD

(1) Consolidated Share of HK$0.2 in the share capital of the Company, and (ii) subject to the Share Consolidation becoming effective, change the board lot size for trading on the Stock Exchange from 80,000 Existing Shares to 20,000 Consolidated Shares.

The purpose of this circular is to provide you with the information in relation to the Share Consolidation and to give you the notice of the SGM.

PROPOSED SHARE CONSOLIDATION

The Board proposes to implement a Share Consolidation on the basis that every twenty (20) Existing Shares of HK$0.01 each in the share capital of the Company be consolidated into one (1) Consolidated Share of HK$0.2 each in the share capital of the Company.

Conditions of the Share Consolidation

The Share Consolidation is conditional upon the following conditions:

• (i) the passing of an ordinary resolution by the Shareholders to approve the Share Consolidation at the SGM; and

• (ii) the listing committee of the Stock Exchange granting the listing of, and permission to deal in, the Consolidated Shares.

As at the Latest Practicable Date, none of the conditions above had been fulfilled.

Subject to the fulfillment of the above conditions, the Share Consolidation is expected to become effective on Friday, 29 September 2017, which is the business day immediately following the date of the SGM.

Effects of the Share Consolidation

As at the Latest Practicable Date, the authorised share capital of the Company was HK$3,000,000,000 divided into 300,000,000,000 Existing Shares of a par value of HK$0.01 each, of which 134,278,993,990 Existing Shares had been allotted and issued as fully paid or credited as fully paid. Upon the Share Consolidation becoming effective and assuming that no further Existing Shares are issued or bought back from the Latest Practicable Date until the effective date of the Share Consolidation, the authorised share capital of the Company shall become HK$3,000,000,000 divided into 15,000,000,000 Consolidated Shares of a par value of HK$0.2 each, of which 6,713,949,699 Consolidated Shares, which are fully paid or credited as fully paid, will be in issue.

Upon the Share Consolidation becoming effective, the Consolidated Shares shall rank pari passu in all respects with each other and the Share Consolidation will not result in any change in the relative rights of the Shareholders in accordance with the Bye-laws.

– 6 –

LETTER FROM THE BOARD

Other than the expenses to be incurred in relation to the Share Consolidation, the implementation of the Share Consolidation will not alter the underlying assets, business operations, management or financial position of the Company or the proportionate interests or rights of the Shareholders, save for any fractional Consolidated Shares to which Shareholders may be entitled.

Listing application

An application has been made by the Company to the listing committee of the Stock Exchange for the listing of, and the permission to deal in, the Consolidated Shares.

Subject to the granting of the listing of, and permission to deal in, the Consolidated Shares on the Stock Exchange, as well as compliance with the stock admission requirements of the HKSCC, the Consolidated Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Consolidated Shares on the Stock Exchange or such other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second settlement day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. All necessary arrangements will be made for the Consolidated Shares to be admitted into CCASS.

None of the Existing Shares are listed or dealt in on any other stock exchange other than the Stock Exchange, and at the time the Share Consolidation becoming effective, the Consolidated Shares in issue will not be listed or dealt in on any stock exchange other than the Stock Exchange, and no such listing or permission to deal in is being or is proposed to be sought.

Fractional entitlement to Consolidated Shares

Fractional Consolidated Shares will be disregarded and will not be issued to the Shareholders but all such fractional Consolidated Shares will be aggregated and, if possible, sold for the benefits of the Company. Fractional Consolidated Shares will only arise in respect of the entire shareholding of a holder of the Existing Shares regardless of the number of Existing Share Certificates held by such holder.

Shareholders concerned about losing out on any fractional entitlement are recommended to consult their licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser and may wish to consider the possibility of buying or selling Existing Shares in a number sufficient to make up an entitlement to receive a whole number of Consolidated Shares.

Arrangement on odd lot trading

In order to facilitate the trading of odd lots (if any) of the Consolidated Shares arising from the Share Consolidation, the Company has appointed Kingsway to provide matching service, on a best effort basis, to those Shareholders who wish to acquire odd lots of the Consolidated Shares to make up a full board lot, or to dispose of their holding of odd lots, of

– 7 –

LETTER FROM THE BOARD

the Consolidated Shares during the period from 9:00 a.m. on Tuesday, 17 October 2017 to 4:00 p.m. on Monday, 6 November 2017 (both days inclusive). Shareholders who wish to take advantage of this facility should contact Mr. So Man Hong of Kingsway at 7/F, Tower One, Lippo Centre, 89 Queensway, Hong Kong (telephone: (852) 2283-7698) during office hours of such period. Holders of odd lots of the Consolidated Shares should note that successful matching of the sale and purchase of odd lots of the Consolidated Shares is not guaranteed. Any Shareholder who is in doubt about the odd lot facility is recommended to consult his/her/ its own professional advisers.

Exchange of share certificate

Subject to the Share Consolidation becoming effective, the Shareholders may between 9:00 a.m. and 4:30 p.m. on any business day from Friday, 29 September 2017 to Wednesday, 8 November 2017 (both days inclusive) submit Existing Share Certificates to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, to exchange, at the expenses of the Company, for New Share Certificates. Thereafter, Existing Share Certificates will be accepted for exchange only on payment of a fee of HK$2.50 (or such other amount as may from time to time be specified by the Stock Exchange) by the Shareholders for each Existing Share Certificate submitted for cancellation or each New Share Certificate issued, whichever the number of share certificates cancelled/issued is higher.

After 4:30 p.m. on Monday, 6 November 2017 Existing Share Certificates will only remain valid and effective as documents of title and may be exchanged for New Share Certificates at any time but will not be accepted for delivery, trading and settlement purposes.

Adjustments in relation to the other securities of the Company

Share Options

As at the Latest Practicable Date, the Company had outstanding Share Options entitling the holders thereof to subscribe for a total of 5,955,000,000 Existing Shares. Under the terms and conditions of the Share Option Scheme, the Share Consolidation may lead to adjustments to the number of Shares available for issue under the unutilised scheme limit of the Share Option Scheme, and/or the exercise price and/or the number of Shares falling to be issued upon the exercise of the Share Options. The Company will make further announcement(s) on such adjustment(s) as and when appropriate. Assuming there are no other adjustment events under the Share Option Scheme other than the proposed Share Consolidation becoming effective, the outstanding Share Options will entitle holders thereof to subscribe for up to 297,750,000 Consolidated Shares.

Convertible Bonds

As at the Latest Practicable Date, there was an outstanding Convertible Bonds with a principal amount of HK$495,671,000 which is convertible into 49,567,100,000 Existing Shares at the prevailing conversion price of HK$0.01. The Share Consolidation may lead to adjustment to the conversion price and the number of Shares falling to be issued upon the exercise of the conversion right attaching to the Convertible Bonds in accordance with the

– 8 –

LETTER FROM THE BOARD

terms and conditions of the Convertible Bonds. The Company will make further announcement(s) on such adjustment(s) as and when appropriate. Assuming there are no other adjustment events in accordance with the terms and conditions of the Convertible Bonds other than the proposed Share Consolidation becoming effective, the outstanding Convertible Bonds with a principal amount of HK$495,671,000 will entitle holders thereof to subscribe for up to 2,478,355,000 Consolidated Shares.

Save as disclosed above, the Company does not have any other derivatives, options, warrants and conversion rights or other similar rights which are convertible or exchangeable into, any Existing Shares or Consolidated Shares, as the case may be, as at the Latest Practicable Date.

PROPOSED CHANGE IN BOARD LOT SIZE

Currently, the Existing Shares are traded on the main board of the Stock Exchange in the board lot of 80,000 Existing Shares. As the value of each board lot of Consolidated Shares is expected to increase after dealings in the Consolidated Shares commence, the Board further proposes to change the board lot size for trading on the Stock Exchange from 80,000 Existing Shares to 20,000 Consolidated Shares, subject to the Share Consolidation becoming effective.

Reasons for the Share Consolidation and Change in Board Lot Size

Pursuant to Rule 13.64 of the Listing Rules, where the market price of the securities of an issuer approaches the extremities of HK$0.01 or HK$9,995.00, the issuer may be required either to change the trading method or to proceed with a consolidation or splitting of its securities. The Existing Shares have been traded in the region of HK$0.01 since March 2017. In view of the recent trading price of the Existing Shares and after weighing the potential benefits and the immediate effect of the Share Consolidation on increasing the trading price per Share and the minimal expenses involved in the Share Consolidation, the Board proposes to implement the Share Consolidation and considers that the Share Consolidation would be most effective and practical mean to bring about a corresponding upward adjustment in the trading price of the Consolidated Shares on the Stock Exchange after considering all other alternatives. It is expected that the Share Consolidation would enable the Company to comply with the Rule 13.64 of the Listing Rules.

Furthermore, the Board has assessed potential consolidation ratios such as 20:1 and 10:1, after due and careful commercial consideration, the Board determined that a 20:1 ratio would be the ideal consolidation ratio, which would bring the share price of the Company up to approximately HK$0.2 (based on the assumption that the price per Share is at approximately HK$0.01 as at the Latest Practicable Date). It is also believed that the adjusted share price as a result of the Share Consolidation will enhance the corporate image of the Company so as to make investing in the Consolidated Shares more attractive to a broader range of investors, and the Board believes that this would be beneficial to the Company and the Shareholders as a whole.

– 9 –

LETTER FROM THE BOARD

As at the Latest Practicable Date, other than the Share Consolidation and the Change in Board Lot Size, the Company has no plan to carry out in the next 12 months any share consolidation, shares subdivision or change in board lot size.

The reason behind the Change in Board Lot Size is that, on the assumption that the price per Share is at approximately HK$0.01 as at the Latest Practicable Date and would be approximately HK$0.2 after the Share Consolidation, given the current board lot size of 80,000 Existing Shares, each board lot will be traded at approximately HK$16,000 per lot. The Company has a significant proportion of retail investors in Hong Kong, for which HK$16,000 per board lot would be too high and hence unattractive. Taking into consideration the Stock Exchange’s guidance that a listed issuer’s board lot size should be a minimum of HK$2,000, the Company proposes the Change in Board Lot Size, which would result in each board lot being traded at approximately HK$4,000 (based on the Company’s trading prices as at the Latest Practicable Date).

For the reasons set out above, the Directors consider that the Share Consolidation and the Change in Board Lot Size are beneficial to and in the interests of the Company and the Shareholders as a whole.

GENERAL

Notice of the SGM is set out on pages SGM-1 to SGM-3 of this circular. A proxy form for appointing proxy is despatched with this circular and published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.cctland.com/eng/investor/statutory.php). Whether or not you intend to attend the SGM, you are requested to complete the proxy form in accordance with the instructions stated thereon and return it to the Company’s Hong Kong branch share registrar and transfer office, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as practicable but in any event, not less than 48 hours before the time appointed for holding the SGM or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the SGM and at any adjournment thereof if you so wish. In such event, the proxy form shall be deemed to be revoked.

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

No Shareholder will be required to abstain from voting on the resolutions at the SGM.

– 10 –

LETTER FROM THE BOARD

Shareholders and potential investors should note that the Share Consolidation is conditional upon satisfaction of the conditions set out in the paragraph headed ‘‘Conditions of the Share Consolidation’’ in this circular, and the Change in Board Lot Size is conditional upon the Share Consolidation becoming effective. Accordingly, the Share Consolidation and the Change in Board Lot Size may or may not proceed. Shareholders and potential investors are advised to exercise caution when dealing in the Shares, and if they are in any doubt about their position, they should consult their professional advisers.

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.

RECOMMENDATION

The Directors consider that the implementation of the Share Consolidation and the Change in Board Lot Size are in the best interests of the Company and the Shareholders as a whole and therefore recommend the Shareholders to vote in favour of the resolution(s) approving the Share Consolidation to be proposed at the SGM.

Yours faithfully,

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

– 11 –

NOTICE OF SGM

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(Incorporated in Bermuda with limited liability)

(Stock Code: 00261)

NOTICE OF THE SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting (the ‘‘SGM’’) of CCT Land Holdings Limited (the ‘‘Company’’) will be held at 31/F., Fortis Tower, 77–79 Gloucester Road, Hong Kong on Thursday, 28 September 2017 at 10:30 a.m. for the purpose of considering and, if thought fit, passing with or without modification, the following resolution which will be proposed as an ordinary resolution of the Company:

ORDINARY RESOLUTION

‘‘THAT subject to and conditional upon, among other things, the granting by the listing committee of The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) of the approval for the listing of, and permission to deal in, the Consolidated Shares (as defined below) to be in issue upon the Share Consolidation (as defined below) becoming effective:

• (a) with effect from the first day of trading of the Stock Exchange immediately following the date on which this resolution is passed, being a day on which shares of the Company are traded on the Stock Exchange, every twenty (20) issued and unissued ordinary shares of HK$0.01 each in the share capital of the Company be consolidated into one (1) share of HK$0.2 each (the ‘‘Consolidated Shares’’ and each a ‘‘Consolidated Share’’) in the share capital of the Company (the ‘‘Share Consolidation’’), such Consolidated Shares shall rank pari passu in all respects with each other and have the rights and privileges and be subject to the restrictions in respect of ordinary shares contained in the Bye-laws of the Company;

• (b) all fractional Consolidated Shares resulting from the Share Consolidation will be disregarded and will not be issued to holders of the same but all such fractional Consolidated Shares will be aggregated and, if possible, sold and retained for the benefits of the Company in such manner and on such terms as the directors of the Company (the ‘‘Directors’’) may think fit; and

– SGM-1 –

NOTICE OF SGM

• (c) any one Director, or any two Directors if the affixation of the common seal is necessary, be and is hereby authorised for and on behalf of the Company to execute all such documents, instruments and agreements, including under seal where applicable, and to do all such acts, deeds or things as he/she/they may, in his/her/ their absolute discretion, consider necessary, desirable or expedient to implement and give effect to the Share Consolidation and any or all of the foregoing.’’

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

Hong Kong, 12 September 2017

Head office and principal place of business in Hong Kong:

31/F., Fortis Tower 77–79 Gloucester Road Hong Kong

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

Notes:

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

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

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

4. In order to be valid, a form of proxy in the prescribed form together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, must be lodged with the branch share registrar and transfer office of the Company in Hong Kong, Tricor Tengis Limited at 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.

5. Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the SGM or at any adjourned meeting thereof (as the case may be) should they so wish, and in such event, the form of proxy shall be deemed to be revoked.

– SGM-2 –

NOTICE OF SGM

1. 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.

2. For the purpose of ascertaining the rights of the shareholders of the Company attending and voting at the meeting, the register of members of the Company will be closed from Monday, 25 September 2017 to Thursday, 28 September 2017 (both days inclusive) during which period no transfer of share(s) will be effected. In order to determine the eligibility to attend and vote at the SGM, all transfer of share(s) accompanied by the relevant share certificate(s) with the properly completed transfer form(s) either overleaf or separately, must be lodged with the branch share registrar and transfer office of the Company in Hong Kong, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration not later than 4:30 p.m. on Friday, 22 September 2017.

3. As at the date hereof, the executive Directors are Mr. Mak Shiu Tong, Clement, Ms. Cheng Yuk Ching, Flora, Mr. Tam Ngai Hung, Terry, Mr. Guan Huanfei and Ms. Lai Mei Kwan; the non-executive Director is Mr. Tsui Wing Tak; and the independent non-executive Directors are Mr. Chow Siu Ngor, Mr. Lau Ho Kit, Ivan, Mr. Tam King Ching, Kenny and Dr. Chow Ho Wan, Owen.

– SGM-3 –