GBA Holdings Limited — Proxy Solicitation & Information Statement 2019

Jan 25, 2019

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)

PROPOSED CHANGE OF COMPANY NAME AND

NOTICE OF SPECIAL GENERAL MEETING

A notice convening the SGM to be held at 18/F., CCT Telecom Building, 11 Wo Shing Street, Fotan, Shatin, New Territories, Hong Kong on Wednesday, 20 February 2019 at 2:00 p.m. is set out on pages 7 to 8 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 the same 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 and in any event not less than 48 hours before the time appointed for holding the SGM (i.e. not later than 2:00 p.m. on Monday, 18 February 2019, Hong Kong time) or any adjournment thereof. 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 or any adjourned meeting should you so wish.

28 January 2019

CONTENTS

		Page
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from	the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
Notice of the SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		7

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DEFINITIONS

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

• ‘‘Board’’

the board of the Directors;

• ‘‘Bye-laws’’ the bye-laws of the Company adopted on 17 September 2002 and as amended from time to time;

• ‘‘Change of Company Name’’ the proposed change in the Company’s English name from ‘‘CCT Land Holdings Limited’’ to ‘‘Greater Bay Area Investments Group Holdings Limited’’ and in the Company’s secondary name from ‘‘中建置地集團有限公 司’’ to ‘‘大灣區投資控股集團有限公司’’;

• ‘‘Company’’ CCT Land Holdings Limited 中建置地集團有限公司 (stock code: 00261), an exempted company incorporated in Bermuda with limited liability, the issued Shares of which are listed on the Main Board of the Stock Exchange;

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

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

• ‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong;

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

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

• ‘‘Memorandum’’ the memorandum of association of the Company;

• ‘‘SGM’’ the special general meeting of the Company to be held at 18/F., CCT Telecom Building, 11 Wo Shing Street, Fotan, Shatin, New Territories, Hong Kong on Wednesday, 20 February 2019 at 2:00 p.m., the notice of which is set out on pages 7 to 8 of this circular, and any adjournment thereof;

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

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

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

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LETTER FROM THE BOARD

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(Incorporated in Bermuda with limited liability)

(Stock Code: 00261)

Executive Directors: Mak Shiu Tong, Clement Cheng Yuk Ching, Flora Tam Ngai Hung, Terry Xu Jinhuan

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

Independent non-executive Directors: Chow Siu Ngor Lau Ho Kit, Ivan Tam King Ching, Kenny

Head office and principal place of business in Hong Kong: 18/F., CCT Telecom Building 11 Wo Shing Street, Fotan Shatin, New Territories, Hong Kong

28 January 2019

To the Shareholders

Dear Sir or Madam,

PROPOSED CHANGE OF COMPANY NAME AND NOTICE OF SPECIAL GENERAL MEETING

1. INTRODUCTION

Reference is made to the Company’s announcement dated 8 January 2019 relating to the proposed Change of Company Name and the proposed consequential amendments to the Memorandum and the Bye-laws (the ‘‘Amendments to M&A’’). Reference is also made to the further announcement of the Company dated 16 January 2019 relating to the Company’s decision of not to carry out the Amendments to M&A due to the fact that the procedures and formalities involved in the Amendments to M&A are complicated and time consuming. The Board stated that the Company will continue to proceed with the proposed Change of Company Name, without the Amendments to M&A. Having consulted legal advisers on Bermuda law, the Board further stated that the proposed Change of Company Name will not be affected by the decision of not to carry out the Amendments to M&A.

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LETTER FROM THE BOARD

The Change of Company Name is subject to, amongst other things, the approval by the Shareholders, by way of poll, at the SGM.

The purpose of this circular is to provide you with further details of the Change of Company Name and a notice convening the SGM.

2. PROPOSED CHANGE OF COMPANY NAME

The Board proposes to change the Company’s English name from ‘‘CCT Land Holdings Limited’’ to ‘‘Greater Bay Area Investments Group Holdings Limited’’ and the Company’s secondary name from ‘‘中建置地集團有限公司’’ to ‘‘大灣區投資控股集團有限公司’’.

The Change of Company Name is subject to the following conditions:

1. the passing of a special resolution by the Shareholders at the SGM approving the Change of Company Name; and

2. the approval being granted by the Registrar of Companies in Bermuda for the Change of Company Name.

Subject to the satisfaction of the conditions set out above, the Change of Company Name will take effect from the date on which the Registrar of Companies of Bermuda enters the new English name and secondary name of the Company on the register of companies maintained by the Registrar of Companies of Bermuda. The Company will carry out all necessary filing procedures with the Companies Registry in Hong Kong upon the Change of Company Name becoming effective.

Reasons for the Change of Company Name

The Company considers that Guangdong-Hong Kong-Macau Bay Area (the ‘‘Greater Bay Area’’) will offer huge and promising investment and business opportunities for the Company and therefore, the Company will focus its future development and growth in the Greater Bay Area. The Company has established a working group, which is led by Mr. Xu Jinhuan, who is an executive Director and who has extensive working experience in a state-owned central enterprise group for many years and has established good relationships with local governments, leading enterprises and local large financial institutions in the Greater Bay Area, to actively proceed and implement the Company’s development plan in the Greater Bay Area. The Company is currently negotiating multifaceted cooperation with various large and leading enterprises in the Greater Bay Area and it is expected that strategic cooperation agreements will be signed with other leading enterprises in the Greater Bay Area, in addition to Shenzhen Century Huixin Industrial Group Company Limited* (深圳市世紀匯鑫實業集團有限公司). The Company expects that concrete agreements will be signed with these enterprises in the Greater Bay Area in the near future in respect of investment and cooperation in their respective projects, which is expected to offer excellent potential for the growth of the Company. In view of the importance of the Greater Bay Area to the Company in its future development and growth, the Board considers that it is appropriate to adopt the more suitable new

• For identification purpose only

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LETTER FROM THE BOARD

Company’s English name of ‘‘Greater Bay Area Investments Group Holdings Limited’’ and new Company’s secondary name of ‘‘大灣區投資控股集團有限公司’’ to replace the Company’s existing English name of ‘‘CCT Land Holdings Limited’’ and the Company’s existing secondary name of ‘‘中建置地集團有限公司’’, respectively. The Company considers that the new company name will better refresh the corporate identity and image of the Group and reflect the potential and importance of new investment and business in the Greater Bay Area to the Group. As such, the Board is, therefore, of the view that the proposed Change of Company Name is in the interest of the Company and the Shareholders as a whole.

Effects of the Change of Company Name

The Change of Company Name will not affect any rights of the existing holders of securities of the Company. All the existing certificates of securities in issue bearing the present name of the Company will, after the Change of Company Name becoming effective, continue to be evidence of title to such securities and the existing share certificates will continue to be valid for trading, settlement, registration, and delivery purposes. Accordingly, there will not be any arrangement for exchange of the existing certificates of securities for new certificates bearing the new name of the Company. Once the Change of Company Name becomes effective, new certificates of securities will bear the new name of the Company.

The Company will make further announcement(s) as and when appropriate on the arrangement relating to the trading and dealings in the securities of the Company on the Main Board of the Stock Exchange under the new name of the Company and as to when the new name of the Company will become effective.

In addition, subject to the confirmation by the Stock Exchange, the English stock short name and the Chinese stock short name for trading of the Shares on the Stock Exchange will also be changed after the Change of Company Name has become effective.

3. SGM

The SGM will be convened by the Company at 18/F., CCT Telecom Building, 11 Wo Shing Street, Fotan, Shatin, New Territories, Hong Kong at 2:00 p.m. on Wednesday, 20 February 2019 for the Shareholders to consider, and if thought fit, approved the Change of Company Name by way of poll.

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, none of the Shareholders has any direct or indirect material interest in the Change of Company Name and accordingly, no Shareholders are required to abstain from voting on the resolution to be proposed at the SGM.

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, you are requested to read this circular in detail and complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the branch share registrar and transfer office of the Company in Hong Kong, Tricor Tengis Limited at Level 22, Hopewell Centre, 183

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LETTER FROM THE BOARD

Queen’s Road East, Hong Kong as soon as practicable and in any event not less than 48 hours before the time appointed for holding the SGM (i.e. not later than 2:00 p.m. on Monday, 18 February 2019, Hong Kong time) or any adjournment thereof. 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 or any adjourned meeting should you so wish. Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or any adjourned meeting should you so wish.

Pursuant to Rule 13.39(4) of the Listing Rules, voting at the SGM will be conducted by way of poll. The chairman of the SGM will therefore demand a poll on the resolution put forward at the SGM pursuant to bye-law 70 of the Bye-laws.

The proposed resolution at the SGM will be taken by way of poll. 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.

4. GENERAL

Further announcement(s) will be made by the Company to inform the Shareholders of the results of the SGM, the effective date of the proposed Change of Company Name and the new English stock short name and Chinese stock short name for trading of the Shares on the Stock Exchange.

5. RECOMMENDATION

The Board considers that the proposed Change of Company Name is in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of the proposed special resolution of Change of Company Name at the SGM.

6. 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.

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LETTER FROM THE BOARD

7. MISCELLANEOUS

The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.

By Order of the Board CCT Land Holdings Limited Mak Shiu Tong, Clement Chairman

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NOTICE OF THE SGM

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(Incorporated in Bermuda with limited liability)

(Stock Code: 00261)

NOTICE OF 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 18/F., CCT Telecom Building, 11 Wo Shing Street, Fotan, Shatin, New Territories, Hong Kong on Wednesday, 20 February 2019 at 2:00 p.m. to consider, and if thought fit, pass the following resolution as a special resolution of the Company:

SPECIAL RESOLUTION

1. ‘‘THAT

2. (a) subject to and conditional upon the approval of the Registrar of Companies in Bermuda being obtained, the English name of the Company be changed from ‘‘CCT Land Holdings Limited’’ to ‘‘Greater Bay Area Investments Group Holdings Limited’’ and the secondary name of the Company be changed from ‘‘中建置地集團有限公司’’ to ‘‘大灣區投資控股集團有限公司’’; and

3. (b) any one director of the Company (the ‘‘Director’’) be and is hereby authorised to do all such acts and things and to sign, execute, seal (where required) and deliver all such documents and to take all such steps as the Director in his discretion may consider necessary, appropriate, desirable or expedient to give effect to or to implement this resolution and to attend to any necessary registration and/or filing for and on behalf of the Company.’’

By Order of the Board CCT Land Holdings Limited Mak Shiu Tong, Clement

Chairman

Hong Kong, 28 January 2019

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NOTICE OF THE SGM

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

Head office and principal place of business in Hong Kong:

18/F., CCT Telecom Building

11 Wo Shing Street, Fotan

Shatin, New Territories, Hong Kong

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 or if a recognised clearing house (or its nominee) is a shareholder of the Company, it may appoint the number of person(s) to act as its proxy or proxies not exceeding the number of shares held by it. 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 (i.e. not later than 2:00 p.m., on Monday, 18 February 2019, Hong Kong time) 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.

6. 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.

7. The special resolution set out above will be determined by way of a poll.

8. As at the date of this notice, the executive Directors are Mr. Mak Shiu Tong, Clement, Ms. Cheng Yuk Ching, Flora, Mr. Tam Ngai Hung, Terry and Mr. Xu Jinhuan; and the independent non-executive Directors are Mr. Chow Siu Ngor, Mr. Lau Ho Kit, Ivan and Mr. Tam King Ching, Kenny.

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