DEFINITIONS. Alpha Alliance Enterprises Limited, a company incorporated in BVI and a wholly-owned subsidiary of the Company

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1 In this document, unless the context otherwise requires, the following terms shall have the meanings set out below. Certain other terms are explained in the section headed Glossary of this document. ABS Alcatel Alcatel mpd Alpha Alliance Analog Devices Articles or Articles of Association Astec Alcatel Business Systems, a wholly-owned subsidiary of Alcatel engaged in the provision of support services, including information technology services, finance services, legal services and human resources services Alcatel, a company incorporated in France with its shares listed on Premier Marché of Euronext Paris S.A. and the New York Stock Exchange, and where the context requires, Alcatel shall mean Alcatel and its subsidiaries the mobile phone division of Alcatel Alpha Alliance Enterprises Limited, a company incorporated in BVI and a wholly-owned subsidiary of the Company Analog Devices Inc., a company incorporated under the laws of Commonwealth of Massachusetts, U.S.A. Analog Devices operates in the semiconductor industry and is engaged in the production of analog, mixed-signal and digital signal processing integrated circuits the articles of association of the Company, adopted on 13 September 2004 and as amended from time to time Alcatel Suzhou Telecommunications Co., Ltd., a company incorporated in the PRC and an indirect wholly-owned subsidiary of the Joint Venture Balda Micron Suzhou Balda-Everskill Solutions (Suzhou) Ltd., formerly Balda Mikron (Suzhou) Co., Ltd., jointly owned by Balda (Bad Oeynhausen, Germany) and Everskill Technology Co., Ltd. of Taiwan, engaged in the manufacture of plastic cabinets for mobile phones Board Bourbon Tech BVI CCASS the board of Directors Bourbon Technologie the British Virgin Islands the Central Clearing and Settlement System established and operated by HKSCC 9

2 Communication BVI TCL Communication (BVI) Limited, a company incorporated in the BVI on 27 February 2004 and a wholly-owned subsidiary of the Company Communication Holdings TCL Mobile Communication Holdings Limited, a company incorporated in the BVI on 12 February 2003 and a whollyowned subsidiary of the Company CCID China Center for Information Industry Development ( ) Cheerful Asset Cheerful Asset Investments Limited, a company incorporated in the BVI on 18 September 2001 (please refer to Note (1) to the chart in the section headed Company History and Corporate Structure Corporate Structure of this document for details of its shareholding) CICCHK China International Capital Corporation (Hong Kong) Limited Compal Compal Communication Inc., a company headquartered in Taipei, whose principal business is the production of various types of information technology products Company, our Company, we or us TCL Communication Technology Holdings Limited, an exempted company incorporated under the laws of the Cayman Islands with limited liability on 26 February 2004, and where the context requires, we, us or our shall mean the Group Companies Law the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands Companies Ordinance the Companies Ordinance (Chapter 32 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time controlling shareholder has the meaning ascribed thereto under the Listing Rules CSRC China Securities Regulatory Commission ( ), a regulatory body responsible for the supervision and regulation of the PRC national securities market Development and Reform Commission State Development and Reform Commission of the PRC 10

3 Director(s) the director(s) of the Company Elektrobit Elektrobit, Inc., a corporation established under the laws of Delaware, U.S.A. Elektrobit s principal business is the provision of contract research and development, testing and automation solutions EMP Ericsson Mobile Platforms AB, a company incorporated under the laws of Sweden, whose principal business is the provision of technology platforms to telecommunication device manufacturers Epson Europe Epson Europe Electronics GmbH, a company engaged in marketing, engineering and sales activities and the European Headquarters for Electronic Devices of the SEIKO EPSON Corporation, Japan Euro or Euro, the single currency of the participating member states from time to time of the European Union that adopt such currency in accordance with the Treaty on European Union signed on 7 February 1992, as amended. Flextronics Flextronics Manufacturing France, incorporated under the laws of Nancy, France, whose principal business is the provision of electronic manufacturing services and where the context requires, Flextronics shall mean Flextronics Manufacturing France and its affiliates Greenpoint Suzhou Greenpoint Technology (Suzhou) Co., Ltd., affiliated to Taiwan Green Point Enterprises Co., Ltd. Greenpoint Technology (Suzhou) Co., Ltd s principal business is the manufacture of injection molding plastic parts Group the Company and its subsidiaries, or where the context refers to any time prior to the Company becoming the holding company of its present subsidiaries, the Company s present subsidiaries and the businesses currently operated by such subsidiaries, as the case may be, excluding the Joint Venture Group and Alcatel mpd, unless the context otherwise requires HK$ or HK dollars Hong Kong dollars, the lawful currency of Hong Kong 11

4 HKSCC Hong Kong Securities Clearing Company Limited Hong Kong or HK the Hong Kong Special Administrative Region of the PRC Hohhot Huhehaote ( ), a city in the Inner Mongolia Autonomous Region of the PRC HOSIDEN Europe HOSIDEN Europe GmbH, affiliated to HOSIDEN Corporation, Japan Introduction the proposed listing of the Shares on the Stock Exchange by way of an introduction pursuant to the Listing Rules and as described in this document Independent Third Party a third party that is not connected to any Director, chief executive or substantial shareholder of the Company or any of its subsidiaries or an associate of any of them (chief executive, substantial shareholder, subsidiaries and associate as defined under the Listing Rules) Jasper Ace Jasper Ace Limited, a company incorporated in the BVI and 100% held by Nam Tai in which Mr. Wong Toe Yeung, a Director, has an approximately 3.3% interest. Jasper Ace is regarded as a public shareholder of the Company for the purpose of the Listing Rules Jinpeng Guangzhou Jinpeng Group Co., Ltd.,a company established under the laws of PRC, whose principal business is the manufacture of mobile equipment Jinke Zhejiang Jinke Communication Aparatus Co., Ltd., a company established under the laws of PRC, whose principal business is production of communication equipment Joint Sponsors the sponsors of the listing of the Shares on the Stock Exchange, being Morgan Stanley and CICCHK 12

5 Joint Venture Closing Date 31 August 2004, the closing date of subscription by the Company and Alcatel of their respective shareholdings in the Joint Venture Joint Venture Group TCL-Alcatel Joint Venture and its subsidiaries, or where the context refers to any time prior to the establishment of the TCL-Alcatel Joint Venture, the Joint Venture s present subsidiaries and businesses operated by Alcatel mpd or such subsidiaries, as the case may be JP Japanese Yen, the lawful currency of Japan Listing Rules the Rules Governing the Listing of Securities on the Stock Exchange (as amended from time to time) Latest Practicable Date 16 September 2004 Macau the Macau Special Administrative Region of the PRC Matsushita Matsushita Electrical Industrial Company Limited, whose principal business is the manufacture of electrical appliances and consumer electronic products Mate Fair Mate Fair Group Limited, a company incorporated in the BVI and 100% owned by Mr. Wong Toe Yeung, a Director. Memorandum or Memorandum of Association the memorandum of association of the Company, adopted on 26 February 2004 and as amended from time to time Microsoft Microsoft Corporation MII Ministry of Information Industry ( ) of the PRC formed in March

6 Mobile HK TCL Mobile Communication (HK) Company Limited, a company incorporated in Hong Kong and a wholly-owned subsidiary of the Company Mobile International TCL Mobile Information International Company Limited, a company incorporated in Hong Kong and until 26 March 2004 was a wholly-owned subsidiary of the Company Mobile Hohhot TCL Mobile Communication (Hohhot) Co., Ltd (TCL ), a company incorporated in the PRC and a wholly-owned subsidiary of the Company Morgan Stanley Morgan Stanley Dean Witter Asia Limited Motorola Motorola, Inc. MPF Ordinance the Mandatory Provident Fund Schemes Ordinance (Chapter 485 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time Murata Electronique Murata Electronique SA, located in the southern part of Paris, whose principal business is the provision of sales, marketing and logistic support to customers Nam Tai Nam Tai Electronics, Inc., whose indirect subsidiary Nam Tai Electronic (Shenzhen) Company Limited ( ) holds approximately 3.7% of the entire issued share capital of TCL Corporation, and whose founder and director, Mr. Koo Ming Kown, is also a director of TCL Corporation (but save as disclosed herein is not connected with the TCL Group and/or any of the Directors) NPC or National People s Congress the National People s Congress ( ) of the PRC Orange Orange SA, a company incorporated under the laws of Switzerland, whose principal business is the provision of wireless telecommunication services PBOC the People s Bank of China ( ), the central bank of the PRC 14

7 PBOC Rate the exchange rate for foreign exchange transactions set daily by the PBOC based on the previous day s China interbank foreign exchange market rate and with reference to current exchange rates on the world financial markets Planning Commission State Development Planning Commission of the PRC ( ) PRC or China the People s Republic of China. Except where the context requires, references in this document to the PRC or China do not include Hong Kong, Macau or Taiwan QUALCOMM QUALCOMM Inc., a corporation established under the laws of Delaware, U.S.A., whose principal business is the provision of semiconductor solutions for wireless communication Renesas Technologie Renesas Technology (Shanghai) Co., Ltd., whose principal business is the provision of various electronic products Reorganization the reorganization of the group of companies now comprising the Group, which is more particularly described in the paragraph headed Reorganization in Appendix IX to this document RMB or Renminbi Renminbi, the lawful currency of the PRC SARS Severe Acute Respiratory Syndrome Securities and Futures Ordinance the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time SFC Shanghai Mobo the Securities and Futures Commission of Hong Kong (Shanghai Mobo Industry Co., Ltd.), a company engaged in the distribution of mobile phones Share Option Scheme the share option scheme approved and adopted by the Company on 13 September 2004, the principal terms of which are summarized in the paragraph headed Share Option Scheme in Appendix IX to this document 15

8 Share(s) ordinary share(s) of HK$0.10 each in the capital of the Company Shihezi Mobo (Shihezi Mobo Sales Co., Ltd.), whose principal business is the supply of electronic products Siix Europe Siix Europe GmbH, a company headquartered in Germany, whose principal business is the supply of electrical equipment Sorelec TCL & Alcatel Mobile Phones SAS, previously known as Sorelec SA, a company incorporated in France and whollyowned by the Joint Venture Sony France Sony France SA, whose principal business is the supply of electronic products State, state, PRC Government or PRC government the central government of the PRC including all political subdivisions (including provincial, municipal and other regional or local government entities) and instrumentalities thereof State Council the State Council of the PRC ( ) Stock Exchange The Stock Exchange of Hong Kong Limited STMicroelectronics STMicroelectronics SA, a French société anonyme whose registered office is in France, operates in the semiconductor industry and its affiliates Sun Microsystems Sun Microsystems, Inc., a corporation established under the laws of Delaware, U.S.A., whose principal business is the provision of information technology solutions to customers Suzhou Suzhou ( ) City, a city in the Jiangsu province of the PRC TCL-Alcatel Joint Venture or the Joint Venture TCL & Alcatel Mobile Phones Limited, a 55% owned subsidiary of the Company, incorporated in Hong Kong with limited liability, and where the context requires, TCL-Alcatel Joint Venture or Joint Venture shall mean the Joint Venture Group TCL BVI TCL Holdings (BVI) Limited, a company established in BVI and wholly owned by TCL International 16

9 TCL Corporation TCL Corporation (TCL ), a joint stock company established under the laws of the PRC, the ultimate controlling shareholder of TCL International and the Company, the shares of which are listed on the Shenzhen Stock Exchange TCL Communication Equipment TCL Communication Equipment Share Co. Ltd. (TCL ), a joint stock company established in the PRC, the shares of which were converted into shares of TCL Corporation, the assets and liabilities of which were transferred to TCL Corporation as a result of its merger with TCL Corporation in January 2004, and which has ceased to exist as a legal entity as at 8 June 2004 TCL Electric TCL (Huizhou TCL King Electronics Co., Ltd), a company incorporated in the PRC on 8 September 1994 and an indirect subsidiary of TCL Corporation TCL Group TCL Corporation and its subsidiaries which, unless otherwise specified, includes members of the Group TCL Industries T.C.L. Industries Holdings (H.K.) Limited, a company incorporated in Hong Kong on 16 July 1996 and wholly-owned by TCL Corporation TCL International TCL International Holdings Limited, the shares of which are listed on the Stock Exchange and is approximately 55% owned by TCL Industries TCL International Distribution the distribution of a special interim dividend by TCL International to its shareholders satisfied wholly by a distribution in specie to such shareholders of all the shares in the Company held by TCL International as further described in the section headed Company History and Corporate Structure TCL International Distribution of this document TCL International Record Date 23 September 2004 TCL Mobile Huizhou TCL Mobile Communication Co., Ltd. ( ), a wholly foreign owned enterprise established in March 1999 in the PRC TeckWah TeckWah Packaging System (Suzhou) Co., Ltd. ( ) and its affiliates 17

10 Telefonica Telefonica SA, established in Spain, who is a provider of telecommunication services Telital Telital (China) Investments Ltd., an Independent Third Party TIM Telecom Italia Mobile S.p.A., who is a provider of telecommunication services TTPCom TTPCom Limited, a corporation established under the laws of England, whose principal business is the development of software for telecommunication services United States or U.S. the United States of America U.S.$ or U.S. dollars United States dollars, the lawful currency of the United States UTStarcom UTStarcom, Inc., incorporated under the laws of Delaware, U.S.A., whose principal business is the provision of telecommunication equipment Vodafone Vodafone Group Plc, whose principal business is the provision of wireless telecommunication services Wavecom Wavecom Asia Pacific Limited, a company incorporated in Hong Kong, whose principal business is the development of hardware and software for wireless telecommunication devices WTO World Trade Organization Xuanji (Shanghai Xuanji Industry Co., Ltd.), whose business includes the distribution of mobile devices Ziyuan Ziyuan Software Technology (Beijing) Co., Ltd ( ), a company established under the laws of PRC ZTE ZTE Corporation ( ), whose principal business is the provision of telecommunication equipment 18

11 For the purpose of illustration only and unless otherwise specified in this document (excluding the appendices): (i) amounts denominated in RMB have been translated into HK$ at the rates of HK$0.93 = RMB1.00, HK$0.94 = RMB1.00, HK$0.94 = RMB1.00, HK$0.94 = RMB1.00 and HK$0.94 = RMB1.00, the average PBOC Rates for the twelve months ended 31 December 2001, 2002 and 2003 and the six months ended 30 June 2003 and 2004, respectively, depending on the date of the relevant amount being translated; and (ii) amounts denominated in Euro have been translated into RMB at the rates of RMB7.45 = Euro1.00, RMB7.82 = Euro1.00, RMB9.36 = Euro1.00, RMB9.14 = Euro1.00 and RMB10.38 = Euro1.00, the average PBOC Rates for the twelve months ended 31 December 2001, 2002 and 2003 and the six months ended 30 June 2003 and 2004, respectively, depending on the date of the relevant amount being translated. No representation is being made that the HK$ or Euro amounts could have been, or could be, converted into RMB at such rates or any other rates on such date or on any other date. 19