10:08 TCL MULTIMEDIA<01070> - Announcement (5) ``Materials'' the title to and interests, risks and liabilities in all products, raw materials and works in progress at the Angers Factory ``Merger Circular'' the circular of the Company dated 31 May 2004 relating to the establishment of TTE ``MOU'' Sale and Marketing MOU or Angers MOU (as the case may be) ``MOUs'' the Sale and Marketing MOU and the Angers MOU ``NA Agency Agreement'' North America Sales and Marketing Agency Agreement entered into between TTE and Thomson Inc., a wholly owned subsidiary of Thomson, dated 30 July 2004, a brief description thereof has been disclosed under the heading of ``Sales and Marketing MOU'' herein ``Relevant Ratio'' any of the ratio (except the profits ratio) set out in Rule 14.07 of the Listing Rules ``PRC'' or ``China'' the People's Republic of China, excluding Hong Kong, Macau and Taiwan for the purpose of this announcement ``Sales and Marketing MOU'' the binding Memorandum of Understanding dated 21 April 2005 entered into between Thomson, Thomson, Inc., the Company and TTE in respect of the transfer of certain activities from Thomson to TTE and other matters related thereto ``Share(s)'' share(s) of HK$0.10 each in the capital of the Company ``Shareholder'' holder of Share(s) ``Stock Exchange'' The Stock Exchange of Hong Kong Limited ``Styling Agreement'' Thomson Styling Services 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 ``Subcontracting Service'' the service to be provided by Thomson acting as a subcontractor of TTE for the manufacturing of television products, sub-assemblies and modules and supply of rework services at the Angers Factory ``Subject Activities'' the business activities contemplated to be transacted under the MOUs (i.e. concerning (a) the sales and marketing of the Group's products in the U.S., Canada and Europe and (b) the operation of the Angers Factory located in France ``TCL Corp'' TCL Corporation (), a joint stock company established under the laws of the PRC, the shares of which are listed on the Shenzhen Stock Exchange and which is the ultimate controlling shareholder of the Company ``Thomson'' Thomson S.A., a company incorporated under the laws of France, whose shares are listed on the Premier March?of Euronext Paris S.A. and on the New York Stock Exchange in the form of American depository shares ``Thomson Trademark Agreement'' Thomson Trademark License Agreement entered into between Thomson and TTE dated 30 July 2004 ``Transaction Documents'' the agreements entered into pursuant to the Combination Agreement in relation to the combination of the respective TV businesses and assets of the Company and Thomson and the future operation of TTE ``TTE'' a company established pursuant to the Combination Agreement and currently owned by the Company and Thomson 67% and 33% respectively ``TTE Board'' the board of directors of TTE