10:17 TCL COMM<02618> - Announcement & Resumption of Trading (5) An EGM will be convened as soon as practicable at which ordinary resolution(s) will be proposed to approve the Framework Agreement. In view of the interest of the Alcatel in the Framework Agreement, Alcatel and its associates will abstain from voting at the EGM in respect of the said resolution(s). The Independent Board Committee has been formed to advise the Independent Shareholders on whether or not the terms of the Framework Agreement are fair and reasonable so far as the Independent Shareholders are concerned. DBS Asia Capital Limited has been appointed as independent financial adviser to advise the Independent Board Committee in respect of the terms and conditions of the Framework Agreement. General The Company is an investment holding company. The Group is principally engaged in research, development, manufacturing and sale of mobile handsets. For further information on the Group, please visit www.tclcom.com. Alcatel is a major international company headquartered in France that primarily provides infrastructure solutions to telecommunication operators, internet service providers and enterprises for the delivery of voice, data and video applications to their customers or to their employees. A circular containing, among other things, further information on the Framework Agreement, the letter from an independent financial adviser containing its advice to the Independent Board Committee in relation to the Framework Agreement, the recommendation of the Independent Board Committee in relation to the Framework Agreement and the notice convening the EGM referred to above will be dispatched to the Shareholders as soon as practicable. This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the Shares. Resumption of Trading 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. Definition In this announcement, the following expressions have the following meanings, unless the context otherwise requires: ``Alcatel'' Alcatel, a company incorporated in France with its shares listed on Eurolist of Euronext Paris and the New York Stock Exchange ``Alcatel Participations'' Alcatel Participations, a company incorporated in France and an indirect wholly owned subsidiary of Alcatel and currently owns 45% of issued share capital of T&A HK ``Alcatel Shares'' all Alcatel's shares in T&A HK, representing 45% of the share capital of T&A HK ``Board'' the board of Directors ``Company'' TCL Communication Technology 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 ``Directors'' the directors of the Company ``Euro'' or ``'' the currency introduced at the start of the third stage of European economic and monetary union pursuant to the Treaty establishing the European Community as amended by the Treaty on European Union and the Treaty of Amsterdam or otherwise participates in European economic and monetary union in a manner and with similar effect to such third stage; ``EGM'' an extraordinary general meeting of the Company to be convened to approve the Framework Agreement