10:07 TCL MULTIMEDIA<01070> - Announcement (4) Closing of the transactions contemplated under the Sales and Marketing MOU is also conditional upon signing of the Angers MOU and vice versa. A further announcement will be issued when the Definitive Agreements have been finalised. As the Definitive Agreements will supersede the MOUs, the independent financial advisors to be appointed by the Company in connection with the transactions contemplated under the MOUs will opine on the terms and arrangements of the transactions set out in the Definitive Agreements. The circular in respect of the transactions will only be issued after the announcement of the Definitive Agreements has been published. The Directors believe that the MOUs were made on normal commercial terms which are fair and reasonable so far as the Company and the Shareholders are concerned. Definition In this announcement, the following expressions have the following meanings, unless the context otherwise requires: ``Angers Agreement'' the Agreement relating to operation of the Angers Factory entered into between Thomson and TTE dated 30 July 2004, a brief description thereof has been disclosed under the heading of ``Angers MOU'' herein ``Angers Factory'' the factory located at Angers, France and operated by Thomson for the production of TV products, sub-assemblies and modules ``Angers MOU'' the binding Memorandum of Understanding dated 21 April 2005 entered into between Thomson and TTE in respect of amending the Angers Agreement ``Board'' the board of Directors ``Combination Agreement'' the combination agreement dated 28 January 2004 (together with subsequent amendments) entered into by the Company, Thomson and TCL Corp in respect of the establishment of TTE, details of which are set out in the Merger Circular ``Company'' TCL Multimedia Technology Holdings Limited (previously known as TCL International Holdings Limited), a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the main board of the Stock Exchange ``connected person(s)'' has the meaning ascribed to it under the Listing Rules ``Definitive Agreements'' the definitive agreements to be entered into in respect of the transactions contemplated under the MOUs ``Directors'' the directors of the Company ``EMEA Agency Agreement'' Europe, Middle East and Africa Sales and Marketing Agency Agreement entered into between Thomson and TTE dated 30 July 2004, a brief description thereof has been disclosed under the heading of ``Sales and Marketing MOU'' herein ``Group'' the Company and its subsidiaries ``HK$'' Hong Kong dollars, the lawful currency of Hong Kong ``Hong Kong'' the Hong Kong Special Administrative Region of the PRC ``Independent Shareholders'' in respect of a connected transaction proposed to be voted on at a general meeting of the Company, shareholders that are not required under the Listing Rules to abstain from voting to approve such connected transaction ``Listing Rules'' the Rules Governing the Listing of Securities on the Stock Exchange from time to time