PDF《通力电子控股有限公司》

1 LETTER FROM THE BOARD

6 LETTER FROM THE INDEPENDENT BOARD COMMITTEE

29 LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

30 APPENDIX I C FINANCIAL INFORMATION OF THE GROUP

56 APPENDIX II C GENERAL INFORMATION

59 NOTICE OF EGM

66 1 In this circular, unless the context otherwise requires, the following expressions have the following meanings: Announcement the announcement of the Company dated

12 July

2017 with the title CONTINUING CONNECTED TRANSACTIONS MASTER FINANCIAL SERVICES (2017 RENEWAL) AGREEMENT AND MAJOR TRANSACTIONS FOR THE DEPOSIT SERVICES AND FINANCING SERVICES AND ADVANCES TO AN ENTITY IN RESPECT OF THE DEPOSIT SERVICES UNDER THE MASTER FINANCIAL SERVICES (2017 RENEWAL) AGREEMENT Annual Caps the annual caps for the transactions contemplated under the Master Financial Services (2017 Renewal) Agreement associate(s) has the meaning ascribed to it under the Listing Rules Board the board of Directors Business Day a day on which banks in Hong Kong are open to conduct business generally throughout their normal business hours and the Stock Exchange is open for trading, excluding a Saturday, Sunday, public holidays and days on which a tropical cyclone warning number

8 or above or a black rainstorm warning signal is issued in Hong Kong at any time between 9:00 a.m. to 5:00 p.m. on weekdays. For the purpose of the Master Financial Services (2017 Renewal) Agreement, Business Day means any day(s) which is not (a) a Saturday or Sunday;

or (b) a day on which major commercial banks in Hong Kong or PRC are closed for business Company Tonly Electronics 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 (stock code: 01249) connected person(s) has the meanings ascribed to it under the Listing Rules Deposit Services deposit of money by the Tonly Qualified Members with Finance Company and Finance Company (HK) pursuant to the Master Financial Services (2017 Renewal) Agreement Director(s) the director(s) of the Company

2 EGM the extraordinary general meeting of the Company to be convened and held at 8th Floor, Building 22E,

22 Science Park East Avenue, Hong Kong Science Park, Shatin, New Territories, Hong Kong on

25 August 2017, Friday at 10:00 a.m. for the purpose of, inter alia, considering and, if thought fit, approving the Master Financial Services (2017 Renewal) Agreement, the transactions contemplated thereunder and the proposed Annual Caps Factoring Company TCL Commercial Factoring (Shenzhen) Company Limited* (TCL商业保 理(深圳)有限公司), a company established in the PRC with limited liability Finance Company TCL Finance Co., Ltd.* (TCL集团财务有限公司), a company established in the PRC with limited liability and owned as to 82% by TCL Corporation, as to 14% by TCL King Electrical Appliances (Chengdu) Company Limited*(TCL王牌电器(成都)有限公司) (an associate of TCL Corporation and an indirect wholly-owned Subsidiary of TCL Multimedia) and as to 4% by JRD Communication (Shenzhen) Ltd. (an indirect wholly-owned Subsidiary of TCL Communication Technology Holdings Limited, a TCL Associate) Finance Company (HK) TCL Finance (Hong Kong) Co., Limited, a company incorporated in Hong Kong with limited liability Financial Leasing Company TCL Financial Leasing (Zhuhai) Company Limited* (TCL融资租赁(珠海)有限公司), a company established in the PRC with limited liability Financing Services the provision of loan and credit facilities (including but not limited to unsecured loans, guarantees, receivable factoring, bill acceptance, bill discounting and secured loans) by TCL Financial Services Associates to the Tonly Qualified Members pursuant to the Master Financial Services (2017 Renewal) Agreement Group the Company and its Subsidiaries and entity that may become Subsidiary of the Company from time to time during the term of the Master Financial Services (2017 Renewal) Agreement HK$ Hong Kong dollars, the lawful currency of Hong Kong Hong Kong Hong Kong Special Administrative Region of the PRC Independent Board Committee an independent board committee of the Board, comprising all the independent non-executive Directors, namely Mr. POON Chiu Kwok, Mr. LI Qi and Mr. LEONG Yue Wing, established for the purpose of reviewing the terms and the proposed Annual Caps of the Master Financial Services (2017 Renewal) Agreement