CCT Fortis : General Mandates to Buy Back Shares and Issue New Shares, Re-election of Directors and Notice of Annual General Meeting

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 shares in CCT Fortis 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.

(Incorporated in the Cayman Islands and continued in Bermuda with limited liability)

(Stock Code: 00138)

GENERAL MANDATES TO BUY BACK SHARES AND ISSUE NEW SHARES,

RE-ELECTION OF DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the AGM to be held at 18/F., CCT Telecom Building, 11 Wo Shing Street, Fotan, Shatin, New Territories, Hong Kong on Wednesday, 12 June 2019 at 11:00 a.m. is set out in Appendix III to this circular.

A form of proxy for use by the Shareholders at the AGM is enclosed with this circular. Whether or not you intend to attend and vote at the AGM 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 AGM (i.e. not later than 11:00 a.m. on Monday, 10 June 2019, Hong Kong time) or any adjournment thereof (as the case may be). Such form of proxy for use at the AGM is also published on the website of the Stock Exchange (www.hkexnews.hk) and that of the Company (www.cct-fortis.com/eng/investor/announcements.php). Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjourned meeting should you so wish.

30 April 2019

	CONTENTS
		Page
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Definitions . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Appendix I	- Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Appendix II	- Biographical Details of the Directors Proposed to be Re-elected . .	12
Appendix III	- Notice of the AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14

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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 Group. 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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DEFINITIONS

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

''acting in concert''

''AGM''

''Board''

''Bye-law(s)''

''close associate(s)''

''Company''

''controlling shareholder''

''core connected person(s)''

''Director(s)''

''GBA Holdings''

''Group'' ''HK$'' ''Hong Kong''

has the same meaning as ascribed to it under the Takeovers Code;

the annual 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, 12 June 2019 at 11:00 a.m. to consider and, if thought fit, approve, among other things, the grant of the Share Buy- back Mandate and the Issue Mandate to the Directors; and the re-election of the Directors, or any adjournment thereof (as the case may be);

the board of the Directors;

the memorandum of continuance and bye-law(s) of the Company, as amended from time to time;

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

CCT Fortis Holdings Limited (stock code: 00138), a company incorporated in the Cayman Islands and continued in Bermuda as an exempted company with limited liability, whose Shares are listed on the Main Board of the Stock Exchange;

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

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

the director(s) of the Company;

Greater Bay Area Investments Group Holdings Limited (formerly known as ''CCT Land Holdings Limited'') (stock code: 00261), an exempted company incorporated in Bermuda with limited liability, whose shares are listed on the Main Board of the Stock Exchange;

the Company and its subsidiaries, from time to time;

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

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

''INED(s)''

the independent non-executive Director(s);

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	DEFINITIONS
''Issue Mandate''	a general and unconditional mandate proposed to be granted
	to the Directors to exercise the power of the Company to
	allot, issue or otherwise deal with new Shares not exceeding
	20% of the total number of Shares in issue as at the date of
	passing of the ordinary resolution in relation thereof;
''Latest Practicable Date''	23 April 2019, 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;
''Nomination Committee''	the nomination committee of the Board;
''SFO''	the Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong), as amended, supplemented or
	otherwise modified from time to time;
''Share Buy-back Mandate''	a general and unconditional mandate proposed to be granted
	to the Directors to enable the Company to buy back the
	fully paid up Shares up to 10% of the total number of
	Shares in issue as at the date of passing of the ordinary
	resolution in relation thereof;
''Share(s)''	the ordinary share(s) of HK$0.10 each in the share capital
	of the Company;
''Shareholder(s)''	the holder(s) of the issued Share(s);
''Stock Exchange''	The Stock Exchange of Hong Kong Limited;
''substantial shareholder(s)''	has the same meaning as ascribed to it under the Listing
	Rules;
''Takeovers Code''	the Codes on Takeovers and Mergers and Share Buy-backs;
	and
''%''	per cent.

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