10:15     TCL COMM<02618> - Announcement & Resumption of Trading (1)          

    The Stock Exchange of Hong Kong Limited takes no responsibility for       
    the contents of this announcement, makes no representation as to its      
    accuracy or completeness and expressly disclaims any liability            
    whatsoever for any loss howsoever arising from or in reliance upon        
    the whole or any part of the contents of this announcement.               
                                                                              
    TCL COMMUNICATION TECHNOLOGY HOLDINGS LIMITED                             
    (incorporated in the Cayman Islands with limited liability)               
    (Stock Code: 2618)                                                        
                                                                              
    DISCLOSEABLE AND SHARE TRANSACTION                                        
    CONNECTED TRANSACTION                                                     
    FRAMEWORK AGREEMENT                                                       
                                                                              
    The Board is pleased to announce that on 11 May 2005, the Company         
    entered into the Framework Agreement with Alcatel Participations in       
    relation to the future operation of T&A SAS which is a wholly owned       
    subsidiary of T&A HK, the joint venture established between the           
    Company and Alcatel Participations in August 2004 and owned by the        
    Company and Alcatel Participations as to 55% and 45% respectively.        
                                                                              
    The Group intends to further evolve the business platform of T&A HK       
    and transform T&A SAS, the direct wholly owned French subsidiary of       
    T&A HK, into a business development, sales and marketing and product      
    development support centre focusing on the European market.               
    Accordingly, adjustments to the corporate structure of T&A HK as          
    contemplated under the Framework Agreement are planned to better          
    reflect the outlook on its operations.                                    
                                                                              
    Pursuant to the Framework Agreement, the Company shall acquire the        
    Alcatel Shares by way of Share Swap. The Share Swap requires approval     
    of the Listing Committee of the Stock Exchange granting the listing       
    of and permission to deal in the Shares to be issued pursuant thereto,    
    and failing which by 31 July 2005, TCL or its affiliate shall acquire     
    the Alcatel Shares for consideration of 10 million (about HK$99.8         
    million).                                                                 
                                                                              
    The Framework Agreement constitutes a discloseable and share              
    transaction for the Company under the Listing Rules. As Alcatel           
    Participations, by virtue of its 45% interest in T&A HK, is a             
    connected person of the Company, the Framework Agreement will also        
    constitute a connected transaction for the Company and since the          
    amount involved thereunder exceeds 2.5% of the Relevant Ratio, the        
    Framework Agreement is subject to the requirements of reporting,          
    announcement and approval by the Independent Shareholders in              
    accordance with Chapter 14A of the Listing Rules.                         
                                                                              
    The Framework Agreement was negotiated and entered into on an arm's       
    length basis in the ordinary and usual course of business of the Group    
    and on normal and commercial terms which, in the Directors' opinion,      
    are fair and reasonable and in the interests of the Shareholders as       
    a whole.                                                                  
                                                                              
    The Directors wish to emphasize that certain transactions                 
    contemplated under the Framework Agreement are subject to conditions      
    precedent. If such conditions are not fulfilled by its deadline as        
    mentioned herein, the Framework Agreement will be terminated.             
    Accordingly, Shareholders and investors are advised to exercise           
    caution when dealing with the Shares.                                     
                                                                              
    At the request of the Company, trading in its Shares was suspended        
    with effect from 9:30 am, 12 May 2005, pending the issuance of this       
    announcement.                                                             
                                                                              
    Application has been made to the Stock Exchange for the resumption        
    of trading in the Shares with effect from 9:30 am, 17 May 2005.           
                                                                              
                                                                              
    Framework Agreement                                                       
                                                                              
    Date:   11 May 2005                                                       
    Parties:   (i)   The Company                                              
       (ii)   Alcatel Participations                                          
                                                                              
    Introduction                                                              
                                                                              
    As noted in the result announcement of the Company for the three          
    months ended 31 March 2005, the Company strives to improve operating      
    efficiencies and reduce operating cost. Towards this end, the             
    Company intends to further evolve the business platform of T&A HK         
    and transform T&A SAS, the direct wholly owned French subsidiary of       
    T&A HK, into a business development, sales and marketing and product      
    development support centre focusing on the European market.               
    Accordingly, adjustments to the corporate structure of T&A HK are         
    planned to better reflect the outlook on its operations. The              
    followings are the key terms of the Framework Agreement.