CCT Fortis : Major Transaction in relation to Disposal of Property

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 Fortis Holdings Limited, you should at once hand this circular, 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)

MAJOR TRANSACTION

IN RELATION TO DISPOSAL OF PROPERTY

A letter from the Board is set out on pages 5 to 13 of this circular.

25 June 2019

	CONTENTS
		Page
Definitions . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Appendix I	- Financial Information of the Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
Appendix II	- Valuation Report on the Target Properties . . . . . . . . . . . . . . . . . . . . . . . .	16
Appendix III	- General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	20

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DEFINITIONS

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

''Announcements''	the announcements of the Company dated 26 April 2019,
	10 May 2019, 21 May 2019, 4 June 2019 and 20 June 2019
	in relation to the Disposal;
''Board''	the board of Directors;
''Capital Force''	Capital Force International Limited, a company
	incorporated in the British Virgin Islands with limited
	liability, the shares in which are wholly-owned by Mr. Mak
	beneficially;
''Capital Winner''	Capital Winner Investments Limited, a company
	incorporated in the British Virgin Islands with limited
	liability, whose shareholding is wholly-owned by Mr. Mak
	beneficially;
''Company''	CCT Fortis Holdings Limited (stock code: 00138), a
	company incorporated in the Cayman Islands and continued
	in Bermuda with limited liability, the shares of which are
	listed on the Main Board of the Stock Exchange;
''Completion''	completion of the Disposal in accordance with terms and
	conditions of the Formal Agreement;
''Completion Accounts''	the financial statements of the Target Company comprising
	the profit and loss accounts of the Target Company from
	1 January 2019 to the Completion Date and the statement of
	financial position of the Target Company as at the
	Completion Date;
''Completion Date''	on or before 31 July 2019 (or such other date and time as
	the Vendor and the Purchaser may agree in writing) on
	which Completion will take place;
''connected person(s)''	has the same meaning ascribed to it under the Listing
	Rules;
''Consideration''	HK$158,750,000, being the total consideration for the
	Disposal;
''Director(s)''	director(s) of the Company;
''Disposal''	the sale of the Sale Share and the assignment of the
	Shareholder's Loan to the Purchaser pursuant to the terms
	and conditions of the Formal Agreement;

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	DEFINITIONS
''Formal Agreement''	the formal share sale and purchase agreement dated
	18 June 2019 entered into between the Vendor, the
	Purchaser and the Company (as the Guarantor) in relation
	to the Disposal;
''Grant Sherman''	Grant Sherman Appraisal Limited, an independent
	professional valuer;
''Group''	the Company and its subsidiaries from time to time;
''HK$''	Hong Kong dollar(s), the lawful currency of Hong Kong;
''Hong Kong''	Hong Kong Special Administrative Region of the People's
	Republic of China;
''Latest Practicable Date''	21 June 2019, being the latest practicable date prior to
	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;
''Long Stop Date''	31 July 2019 or such later date as the Purchase and the
	Vendor may agree in writing;
''Model Code''	the Model Code for Securities Transactions by Directors of
	Listed Issuers set out in Appendix 10 to the Listing Rules;
''Mr. Mak''	Mr. Mak Shiu Tong, Clement, the chairman, the chief
	executive officer, an executive director and the controlling
	shareholder of the Company;
''New Capital''	New Capital Industrial Limited, a company incorporated in
	the British Virgin Islands, the shares in which are wholly-
	owned by Mr. Mak beneficially;
''NTVA''	the aggregate of all tangible assets of the Target Company
	which are readily convertible into cash or cash equivalents
	(excluding the Target Properties, any intangible assets and
	other fixed assets and deferred tax), less the aggregate of all
	borrowings, indebtedness and liabilities (actual, contingent
	or otherwise but excluding the Shareholder's Loan and
	deferred tax (if any)) and provisions of the Target Company
	as at the Completion Date;
''percentage ratios''	has the same meaning ascribed to it under the Listing
	Rules;

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	DEFINITIONS
''Properties''	the Target Properties and the Retained Properties;
''Provisional Agreement''	the provisional share sale and purchase agreement dated
	26 April 2019 entered into among the Vendor, the
	Purchaser and the Company in relation to the Disposal;
''Purchaser''	Digital China (BVI) Limited, a company incorporated in the
	British Virgin Islands with limited liability;
''Relevant Shareholders''	a closely allied group of Shareholders comprising Mr. Mak,
	Capital Force, New Capital and Capital Winner, which
	together are beneficially interested in an aggregate of
	468,944,731 Shares, representing approximately 53.70% of
	the total number of issued Shares as at the Latest
	Practicable Date;
''Remaining Group''	the Group excluding the Target Company after Completion;
''Retained Properties''	the six car parking spaces nos. 5, 6, 7, 8, 9 and 10 on the
	first floor, Fortis Tower, 77-79 Gloucester Road, Hong
	Kong, to be transferred by the Target Company to other
	subsidiary or subsidiaries of the Vendor;
''Sale Share''	one share in the capital of the Target Company, which was
	issued and fully paid and represent 100% of the total
	number of issued share(s) of the Target Company as at the
	date of this circular;
''SFO''	the Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong);
''Share(s)''	the ordinary share(s) of HK$0.10 each in the capital of the
	Company;
''Shareholder(s)''	the holder(s) of the issued Share(s);
''Shareholder's Loan''	the amount of the loan due from the Target Company to the
	Vendor on demand with no interests chargeable in the
	amount as shown on the Completion Accounts;
''Stock Exchange''	The Stock Exchange of Hong Kong Limited;
''Target Company''	C h a r t e r B a s e D e v e l o p m e n t L i m i t e d , a c o m p a n y
	incorporated in Hong Kong with limited liability, which is
	the legal and beneficial owner of the Properties;
''Target Properties''	31st floor, Fortis Tower, 77-79 Gloucester Road, Hong
	Kong;

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