THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

28 April 2006

If you are in doubt about this circular, you should consult your stockbroker or otherregistered dealer in securities, bank manager, solicitors, professional accountant or otherprofessional adviser.

If you have sold all your Shares in TCL COMMUNICATION TECHNOLOGY HOLDINGSLIMITED (the “Company”), you should at once hand this circular and proxy form enclosedherein to the purchaser or to the bank or stockbroker or other agent through whom thesale was effected for transmission to the purchaser.

The Stock Exchange of Hong Kong Limited take no responsibility for the contents of thiscircular, makes no representation as to its accuracy or completeness and expressly disclaimsany liability whatsoever for any loss howsoever arising from or in reliance upon thewhole or any part of the contents of this circular.

A notice convening the Annual General Meeting and a form of proxy for use at theAnnual General Meeting is enclosed herein. Whether or not you are able to attend themeeting, please complete the accompanying form of proxy in accordance with theinstructions printed thereon and return it to the Company’s branch share registrar inHong Kong, Tricor Investor Services Limited at 26th Floor, Tesbury Centre, 28 Queen’sRoad East, Wanchai, Hong Kong as soon as possible and in any event not later than 48hours before the time appointed for the Annual General Meeting or any adjournmentthereof. Completion and return of the form of proxy will not preclude you from attendingand voting in person at the meeting should you so wish.

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2618)

CIRCULAR ONGENERAL MANDATES TO ISSUE

AND REPURCHASE SHARES,ELECTION/RE-ELECTION OF DIRECTORS

ANDAMENDMENT TO ARTICLES OF ASSOCIATION

CONTENTS

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Page

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1-3

LETTER FROM THE CHAIRMAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4-8

APPENDIX I – EXPLANATORY STATEMENT

ON REPURCHASE OF SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9-11

APPENDIX II– DETAILS OF DIRECTORS PROPOSED

TO BE ELECTED/RE-ELECTED AT THE AGM . . . . . . . . . . . . . . 12-17

NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18-21

DEFINITIONS

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In this circular, unless the context otherwise requires, the following expressions have thefollowing meanings:

“AGM” the annual general meeting of the Company to be heldat Tianshan and Lushan Room, 5/F, Island Shangri-LaHong Kong Hotel, Two Pacific Place, Supreme CourtRoad, Hong Kong on 8 June 2006, at 3:00 p.m. for thepurpose of considering, and if thought fit, approvingthe resolutions proposed in the AGM Notice

“AGM Notice” the notice convening the AGM dated 28 April 2006and included herein

“Articles” the existing articles of association of the Companyadopted by the Shareholders by a special resolutiondated 13 September 2004 and any subsequentamendment made thereto by the Shareholders byspecial resolution

“Associate(s)” has the meaning ascribed thereto in the Listing Rules

“Board” the board of Directors (including non-executiveDirectors and independent non-executive Directors)

“Company” TCL Communication Technology Holdings Limited, anexempted company incorporated in the CaymanIslands with limited liability, the Shares of which arelisted on the main board of the Stock Exchange

“Connected Person(s)” has the meaning ascribed thereto in the Listing Rules

“Director(s)” the director(s) of the Company

“General Mandate” a general mandate to allot and issue the Shares withan aggregate nominal value not exceeding 20 per cent.of the aggregate nominal value of the share capital ofthe Company in issue as at the date of approval of themandate

“General Extension Mandate” a general mandate to the Directors to add to theGeneral Mandate any Shares representing theaggregate nominal value of the Shares repurchasedunder the Repurchase Mandate

“Group” the Company and its Subsidiaries

“HK$” Hong Kong dollars, the lawful currency of Hong Kong

DEFINITIONS

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“Hong Kong” the Hong Kong Special Administrative Region of thePeople’s Republic of China

“Latest Practicable Date” 24 April 2006, being the latest practicable date priorto the printing of this circular for the purpose ofascertaining certain information contained herein

“Listing Rules” the Rules Governing the Listing of Securities on theStock Exchange

“Member” a duly registered holder from time to time of the sharesin the capital of the Company

“PRC” the People’s Republic of China

“Registrar” Tricor Investor Services Limited, branch share registrarand transfer office of the Company at 26th Floor,Tesbury Centre, 28 Queen’s Road East, Wanchai, HongKong

“Repurchase Mandate” a general mandate to the Directors to exercise all thepowers of the Company to repurchase Shares with anaggregate nominal value not exceeding 10 per cent. ofthe aggregate nominal value of the share capital ofthe Company in issue as at the date of approval of themandate

“Share(s)” ordinary share(s) of HK$0.10 each in the capital of theCompany

“Shareholder(s)” holder(s) of the Share(s)

“Stock Exchange” The Stock Exchange of Hong Kong Limited

“Takeover Code” Hong Kong Code on Takeovers and Mergers

“TCL Corporation” TCL Corporation (TCL集團股份有限公司), a joint stockcompany established under the laws of the PRC, theultimate controlling shareholder of TCL Multimediaand the Company, the shares of which are listed onthe Shenzhen Stock Exchange

“TCL Industries” T.C.L. Industries Holdings (H.K.) Limited, a companyincorporated in Hong Kong and a direct wholly-ownedsubsidiary of TCL Corporation

DEFINITIONS

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“TCL Mobile” Huizhou TCL Mobile Communication Co., Ltd. (惠州TCL移動通信有限公司 ), a wholly foreign ownedenterprise established in the PRC and an indirectwholly-owned subsidiary of the Company

“TCL Multimedia” TCL Multimedia Technology Holdings Limited(previously known as TCL International HoldingsLimited), an exempted company incorporated in theCayman Islands with limited liability and a subsidiaryof TCL Corporation, the shares of which are listed onthe main board of the Stock Exchange

LETTER FROM THE CHAIRMAN

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2618)

Executive Directors: Registered office:Li Dong Sheng (Chairman) Century YardYuan Xin Cheng Cricket SquareLiu Fei Hutchins DriveWong Toe Yeung, Chambers P.O. Box 2681 GTYan Yong, Vincent George TownDu Xiaopeng, Simon Grand CaymanGuo Aiping, George Cayman Islands

British West IndiesIndependent Non-executive Directors:Shi Cuiming Head Office and principal place ofWang Chongju Business in Hong KongLau Siu Ki, Kevin Room 1502, Tower 6

China Hong Kong City33 Canton RoadTsimshatsui, KowloonHong Kong

28 April 2006

To the Shareholders,

Dear Sir or Madam,

GENERAL MANDATES TO ISSUEAND REPURCHASE SHARES,

ELECTION/RE-ELECTION OF DIRECTORSAND

AMENDMENT TO ARTICLES OF ASSOCIATION

1. INTRODUCTION

The purpose of this circular is to provide you with information regarding thefollowing proposals to be put forward to the Shareholders for their consideration and, ifthought fit, approval:

(a) granting to the Directors the General Mandate;

(b) granting to the Directors the Repurchase Mandate;

(c) granting to the Directors the General Extension Mandate;

LETTER FROM THE CHAIRMAN

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(d) election of new Directors;

(e) re-election of Directors, and

(f) amendment to the Articles.

2. GENERAL MANDATE

It is proposed that a new General Mandate be granted to the Directors to issuefurther Shares prevailing up to 20 per cent. of the aggregate nominal value of sharecapital of the Company in issue as at the date of passing the relevant resolution. There ishowever no present intention for any issuance of Shares pursuant to the General Mandate.

3. REPURCHASE MANDATE

On 22 June 2005, a general mandate was given to the Directors to exercise all thepowers of the Company to repurchase its own Shares which will lapse at the conclusion ofthe forthcoming AGM. An ordinary resolution will be proposed at the AGM to approvethe grant of a new Repurchase Mandate.

An explanatory statement to provide Shareholders with all the information reasonablynecessary for them to make an informed decision in relation to this proposed resolution asrequired by the Listing Rules concerning the regulation of repurchases by companies oftheir own securities on the Stock Exchange is set out in the Appendix I to this circular.

4. GENERAL EXTENSION MANDATE

It is recommended that the General Extension Mandate be granted to the Directorspermitting them, after the grant of the Repurchase Mandate referred to above, to add tothe General Mandate any Shares representing the aggregate nominal value of the Sharesrepurchased pursuant to the Repurchase Mandate.

The authority conferred on the Directors by the General Mandate, the RepurchaseMandate and the General Extension Mandate would continue in force until the earlier of(i) the conclusion of the next annual general meeting of the Company; (ii) the expirationof the period within which the next annual general meeting of the Company is requiredby law or the Articles to be held; and (iii) its revocation or variation by ordinary resolutionof the Shareholders in general meeting.

5. ELECTION OF NEW DIRECTORS

The Board proposes to appoint Mr. Wang Kang Ping and Dr. Zhao Zhicheng as non-executive Directors at the AGM. Besides, Dr. Liu Fei, who was appointed by the Board asan executive Director on 22 June 2005, will be subject to election by Shareholders at theAGM. The particulars of the aforesaid Directors required to be disclosed by the ListingRules are set out in Appendix II to this circular.

LETTER FROM THE CHAIRMAN

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6. RE-ELECTION OF DIRECTORS

In accordance with the Articles, the following Directors, shall retire from office atthe close of the AGM:

Name Position

(i) Li Dong Sheng Executive Director(ii) Du Xiaopeng, Simon Executive Director(iii) Guo Aiping, George Executive Director(iv) Wong Toe Yeung, Executive Director

Chambers

Mr. Du Xiaopeng, Simon, Dr. Guo Aiping, George and Mr. Wong Toe Yeung,Chambers have notified the Company that they will not offer themselves for re-election atthe AGM for personal reasons. They have confirmed that they have no disagreement withthe Board and there is no matter relating to their retirement that will need to be broughtto the attention of the Shareholders.

Mr. Li Dong Sheng, being eligible, will offer himself for re-election at the AGM.

Further, the following Directors will hold office until the conclusion of the AGMand, being eligible, will offer themselves for re-election:

Name Position

(i) Shi Cuiming Independent Non-executive Director(ii) Wang Chongju Independent Non-executive Director(iii) Lau Siu Ki, Kevin Independent Non-executive Director

The particulars of the aforesaid Directors to be re-elected at the AGM required to bedisclosed by the Listing Rules are set out in Appendix II to this circular.

7. AMENDMENT TO THE ARTICLES

Article 86(5) of the existing Articles provides that the Members may, at any generalmeeting convened and held in accordance with the Articles, by special resolution removea Director at any time before the expiration of his period of office.

In order to align with the amendment in paragraph 5(1) of Appendix 13B of theListing Rules relating to the procedure for the removal of directors which came into effecton 1 March 2006, the Board proposes to pass a special resolution at the AGM to amend theaforesaid Article 86(5) such that Directors can be removed by ordinary resolution at ageneral meeting.

LETTER FROM THE CHAIRMAN

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8. ANNUAL GENERAL MEETING

A notice convening the AGM to be held on 8 June 2006 is set out on pages 18 to 21 ofthis circular and a form of proxy for use at the AGM is herein enclosed.

Whether or not you are able to attend the AGM in person, please complete the formof proxy in accordance with the instructions printed thereon and return the same to theRegistrar, Tricor Investor Services Limited, 26th Floor, Tesbury Centre, 28 Queen’s RoadEast, Wanchai, Hong Kong, as soon as possible and in any event not later than 48 hoursbefore the time appointed for holding such meeting or any adjournment thereof. Completionand return of the form of proxy shall not preclude you from attending and voting at theAGM or any adjourned meeting should you so desire.

9. RECOMMENDATION

The Board believes that the resolutions proposed in AGM Notice are in the bestinterests of the Company and the Shareholders as a whole. The Board recommends thatthe Shareholders vote in favour of all resolutions to be proposed at the AGM.

10. RESPONSIBILITY OF THE DIRECTORS

This circular includes particulars given in compliance with the Listing Rules for thepurpose of giving information with regard to the Company. The Directors collectively andindividually accept full responsibility for the accuracy of the information contained in thiscircular and confirm, having made all reasonable enquiries, that to the best of theirknowledge and belief there are no other facts the omission of which would make anystatement herein misleading.

11. PROCEDURE TO DEMAND A POLL AT THE AGM

Subject to any special rights or restrictions as to voting for the time being attachedto any Shares by or in accordance with the Articles, at any general meeting of the Company,on a show of hands every Member present in person (or being a corporation, is present bya duly authorised representative), or by proxy shall have one vote and on a poll everyMember present in person or by proxy or, in the case of a Member being a corporation, byits duly authorised representative shall have one vote for every fully paid Share of whichhe is a holder but so that no amount paid up or credited as paid up on a Share in advanceof calls or instalments is treated for the foregoing purposes as paid up on the Share. Aresolution put to the vote of a meeting shall be decided on a show of hands unless (beforeor on the declaration of the result of the show of hands or on the withdrawal of any otherdemand for a poll) a poll is demanded by:

(a) the chairman of the meeting; or

(b) at least three Members present in person or in the case of Member being acorporation by its duly authorised representative or by proxy for the timebeing entitled to vote at the meeting; or

LETTER FROM THE CHAIRMAN

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(c) a Member or Members present in person or in the case of a Member being acorporation by its duly authorised representative or by proxy and representingnot less than one-tenth of the total voting rights of all Members having theright to vote at the meeting; or

(d) a Member or Members present in person or in the case of a Member being acorporation by its duly authorised representative or by proxy and holdingShares conferring a right to vote at the meeting being Shares on which anaggregate sum has been paid up equal to not less than one-tenth of the totalsum paid up on all the Shares conferring that right.

Yours faithfully,By order of the Board

Li Dong ShengChairman

APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE OF SHARES

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This explanatory statement contains all the information required pursuant to Rule10.06(1)(b) and other relevant provisions of the Listing Rules.

1. THE SHARE REPURCHASE RULES

The Listing Rules permit companies whose primary listings are on the Stock Exchangeto repurchase their fully-paid up shares on the Stock Exchange subject to certain restrictions.In this regard, the definition of “shares” in Chapter 10 of the Listing Rules would, andwhere used below in this explanatory statement (including the use of the word “Share(s)”)shall (unless the context otherwise requires) include shares of all classes and securitieswhich carry a right to subscribe or purchase shares of the Company. The most importantrestrictions contained in the Listing Rules are summarised below:–

1.1. Source of funds

Repurchases must be funded entirely from the Company’s available cash flowor working capital facilities, which will be funds legally available for the purchasein accordance with the Articles and the applicable laws of Hong Kong and theCayman Islands.

1.2. Exercise of the Repurchase Mandate

Exercise in full of the Repurchase Mandate, on the basis of 5,937,750,000 Sharesin issue as at the Latest Practicable Date and on the basis that no new Shares areissued or repurchased prior to the date of the resolution approving the RepurchaseMandate, could result in up to 593,775,000 Shares (representing 10% of the issuedshare capital of the Company as at the Latest Practicable Date) being repurchasedby the Company during the course of the period from the date of resolution grantingthe Repurchase Mandate until the earlier of (i) the conclusion of the next annualgeneral meeting of the Company; (ii) the expiration of the period within which thenext annual general meeting of the Company is required by law or the Articles to beheld; and (iii) its revocation or variation by ordinary resolution of the Shareholdersin general meeting.

1.3. Reasons for Repurchases

The Directors believe that it is in the best interests of the Company and itsShareholders to have a general authority from Shareholders to enable the Directorsto repurchase Shares in the market. Such repurchases may, depending on marketconditions and funding arrangements at the time, lead to an enhancement of the netvalue of the Company and its assets and/or earnings per Share and will only bemade if the Directors believe that such repurchases will benefit the Company andits Shareholders.

APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE OF SHARES

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1.4. Funding of Repurchases

In repurchasing Shares, the Company may only apply funds legally availablefor such purpose from distributable profit or funds from a new issue in accordancewith its memorandum and articles of association and the laws of the Cayman Islands.

That is to say, any repurchase of Shares may be purchased out of capital paidup on the repurchased Shares or the profits of the Company which would otherwisebe available for dividend and, in the case of any premium payable on suchrepurchase, out of profits of the Company which would otherwise be available fordividend or from the Company’s share premium account or its contributed surplusaccount.

On the basis of the combined net tangible assets of the Group as at 31 December2005, and taking into account the current working capital position of the Group, theDirectors consider that no material adverse effect on the working capital and gearingposition of the Group may result in the event that the Repurchase Mandate was tobe exercised in full at any time during the proposed purchase period. The Directorsdo not propose to exercise the Repurchase Mandate to such extent as would, in thecircumstances, have a material adverse effect on the working capital requirementsof the Company or the gearing levels which in the opinion of the Directors are fromtime to time appropriate for the Company.

2. GENERAL

None of the Directors, and to the best of their knowledge having made all reasonableenquiries, any Associates of any Director, have any present intention in the event that theRepurchase Mandate is approved by the Shareholders to sell any Shares to the Company.

The Directors have undertaken to the Stock Exchange to exercise the power of theCompany to make purchases pursuant to the Repurchase Mandate in accordance with theListing Rules and the applicable laws of the Cayman Islands.

If, as the result of a Share repurchase, a Shareholder ’s proportionate interest in thevoting rights of the Company increases, such increase will be treated as an acquisition forthe purpose of the Takeover Code. In certain circumstances, a Shareholder or a group ofShareholders acting in concert could as a result of increase of its or their interest, obtain orconsolidate control of the Company and become obliged to make a mandatory offer inaccordance with Rule 26 of the Takeover Code.

As at the Latest Practicable Date, TCL Corporation, through TCL Industries, itswholly-owned subsidiary, held 3,245,496,960 Shares representing approximately 54.66%of the issued Share capital of the Company. If, which is not presently contemplated, theCompany were to exercise the Repurchase Mandate in full, the percentage shareholding ofTCL Corporation would increase to approximately 60.73%. The Directors are not aware ofany consequences which may arise under Rule 26 of the Takeover Code as a result of anyrepurchases pursuant to the Repurchase Mandate.

APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE OF SHARES

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No Connected Person has notified the Company that he has a present intention tosell Shares to the Company, or has undertaken not to do so, if the Repurchase Mandate isapproved by Shareholders.

The highest and lowest prices at which the Shares have been traded on the StockExchange during the previous twelve months are as follows:–

SharesHighest Lowest

HK$ HK$

April 2005 0.400 0.320May 2005 0.335 0.300June 2005 0.325 0.288July 2005 0.330 0.303August 2005 0.325 0.270September 2005 0.290 0.270October 2005 0.285 0.245November 2005 0.258 0.224December 2005 0.235 0.195January 2006 0.223 0.199February 2006 0.350 0.226March 2006 0.330 0.2501 April 2006 until the Latest Practicable Date 0.345 0.280

No purchases of Shares have been made by the Company in the previous six months,whether on the Stock Exchange or otherwise. The Company has no intention to exercisethe Repurchase Mandate to the effect that it will result in the public float to fall below25% or such other minimum percentage prescribed by the Listing Rules from time to time.

APPENDIX II DETAILS OF DIRECTORS PROPOSED TO BEELECTED / RE-ELECTED AT THE AGM

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Set out below are details of the Directors who will be proposed to be elected/re-elected at the AGM.

1. Mr. Wang Kang Ping

Mr. Wang Kang Ping, aged 37, joined TCL Corporation, the controlling shareholderof the Company, in 2002 and is its Deputy Vice President. Mr. Wang has over 15 years ofexperience in the domestic electrical appliances industry. He has been the Chief Engineerin Shandong Hongyi Air-Conditioner Co. Ltd., Design Manager in Guangdong Kelon Air-Conditioner Co., Ltd., Assistant General Manager of Kelon (Japan) Co. Ltd., ManagingDirector of Guangdong Kelon Air-Conditioner Co., Ltd., Deputy Vice President ofGuangdong Kelon Electrical Holdings Co. Ltd. and President of the domestic electricalappliances department of TCL Corporation. Mr. Wang graduated from Beijing Universityof Aeronautics and Astronautics and China Europe International Business School, with aMaster degree in Business Administration.

Save as disclosed herein, Mr. Wang does not have any relationship with any otherdirectors, senior management or any substantial or controlling shareholders of theCompany, and does not at present, and in the past three years did not, hold any directorshipin any listed public company.

Mr. Wang holds 80,000 Shares and options to subscribe for 1,521,294 Shares. Inrespect of his interests in TCL Multimedia, a subsidiary of TCL Corporation, he holds100,000 of its shares and options to subscribe for 1,500,000 of its shares. Save as disclosedherein, Mr. Wang does not have any other interests in the shares of the Company withinthe meaning of Part XV of the Securities and Futures Ordinance.

Mr. Wang has not entered into any service contract with the Company. He has nofixed term of director ’s service with the Company but is subject to retirement by rotationand re-election at the annual general meetings of the Company in accordance with theArticles. The amount of director ’s emoluments to be received by Mr. Wang will bedetermined by the Board based on the recommendation by the Remuneration Committee,with reference to his duties and responsibilities with the Company and the market rate forthe position.

2. Dr. Zhao Zhicheng

Dr. Zhao Zhicheng, aged 37, is the General Manager of the Strategy and InnovationCentre, General Manager of the Brand Management Centre and Assistant President ofTCL Corporation. Dr. Zhao has 7 years of experience in corporate strategy managementand business operations. Dr. Zhao has previously worked in Lenovo Corporation as theStanding Vice-General Manager of its Software Business Unit, and the Director of StrategyManagement before joining TCL Corporation in 2004. Dr. Zhao graduated from the StateUniversity of New York in the United States with a Doctor degree in OperationalManagement, and also graduated from the Peking University.

APPENDIX II DETAILS OF DIRECTORS PROPOSED TO BEELECTED / RE-ELECTED AT THE AGM

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Save as disclosed herein, Dr. Zhao does not have any relationship with any otherdirectors, senior management or any substantial or controlling shareholders of theCompany, and does not at present, and in the past three years did not, hold any directorshipin any listed public company.

Dr. Zhao holds options to subscribe for 654,546 Shares and options to subscribe for600,000 shares in TCL Multimedia. Save as disclosed herein, Dr. Zhao does not have anyother interests in the shares of the Company within the meaning of Part XV of the Securitiesand Futures Ordinance.

Dr. Zhao has not entered into any service contract with the Company. He has nofixed term of director ’s service with the Company but is subject to retirement by rotationand re-election at the annual general meetings of the Company in accordance with theArticles. The amount of director ’s emoluments to be received by Dr. Zhao will bedetermined by the Board based on the recommendation by the Remuneration Committee,with reference to his duties and responsibilities with the Company and the market rate forthe position.

3. Dr. Liu Fei

Dr. Liu Fei, aged 41, is chief executive officer of the Company, a director and chiefexecutive officer of T&A Mobile Phones Limited and deputy general manager of TCLMobile. He has over 13 years of experience in wireless industry in the USA. Dr. Liu hadbeen working for TCL Mobile as its senior vice president and head of business and productstrategy during the period from 2001 to 2002 before he rejoined the Group in January2005. Prior to rejoining the Group, Dr. Liu had been president and chief executive officerin Jiang Cheng Tong Wireless Technology Ltd., wireless strategic business developmentmanager of Texas Instruments and staff scientist and application manager in BiomagneticTechnology Inc. Dr. Liu went through a joint PhD programme between the University ofCalifornia, San Diego and the University of Electronic Science and Technology of China inCDMA communication system analysis and design.

Save as disclosed herein, Dr. Liu does not have any relationship with any otherdirectors, senior management or any substantial or controlling shareholders of theCompany, and does not at present, and in the past three years did not, hold any directorshipin any listed public company.

Dr. Liu holds 80,000 Shares, options to subscribe for 9,645,456 Shares, and optionsto subscribe for 400,000 shares of TCL Multimedia. Save as disclosed herein, he does nothave any other interests in the shares of the Company within the meaning of Part XV ofthe Securities and Futures Ordinance.

Dr. Liu has not entered into any service contract with the Company. He has no fixedterm of director ’s service with the Company but is subject to retirement by rotation andre-election at the annual general meetings of the Company in accordance with the Articles.

APPENDIX II DETAILS OF DIRECTORS PROPOSED TO BEELECTED / RE-ELECTED AT THE AGM

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4. Mr. Li Dong Sheng

Mr. Li Dong Sheng, Tomson, aged 48, is the founder and Chairman of the Group.Mr. Li has joined the Group for more than ten years and has been an executive Directorsince September 1999. Mr. Li is responsible for formulating corporate strategy and leadingthe Group’s management. He was awarded the following titles:

• 1994, “Distinguished Contributor to Development of PRC Electrical ApplianceIndustry”;

• 1995, “National Excellent Young Entrepreneur”;

• 2000, “Model of National Work Force”;

• 2002, representative of the 16th Central Committee of the Communist Party,“2002 CCTV Man of the Year in the Chinese Economy” and the “AnnualInnovation Award”;

• 2003, delegate of the 10th National People’s Congress and was awarded oneof the most influential entrepreneurs by magazine “China Entrepreneur”;

• 2004, “2004 CCTV Man of the Year on the Chinese Economy”, was awardedone of the worldwide most influential business leaders by “Time” and “CNN”,and French National Honor Metal (OFFICIER DE LA LEGION D’HONNEUR)

Mr. Li has more than 20 years of experience in various aspects of the electronicsindustry particularly in the manufacture and sales of electronic products. He is the presidentand a director of TCL Corporation, the chairman of TCL Multimedia and a director of anumber of subsidiaries of TCL Corporation including OPTA Corporation (whose sharesare listed on the NASDAQ Exchange (non-bulletin board)). He is also an independentnon-executive director of Tencent Holdings Limited, a company listed on the StockExchange. Save as disclosed herein, Mr. Li did not hold any directorship in listed publiccompanies in the last three years. Mr. Li is an engineer and holds a Bachelor of ScienceDegree from Huanan Polytechnic University.

Save as disclosed herein, Mr. Li does not have any relationship with any otherdirectors, senior management or any substantial or controlling shareholders of theCompany, and does not at present, and in the past three years did not, hold any directorshipin any listed public company.

Mr. Li holds 73,228,800 Shares, and options to subscribe for 10,454,550 Shares. Heholds 144,521,730 shares of TCL Corporation. In respect of his interests in TCL Multimedia,he holds 17,232,000 of its shares, and options to subscribe for 5,000,000 of its shares. Saveas disclosed herein, he does not have any other interests in the shares of the Companywithin the meaning of Part XV of the Securities and Futures Ordinance.

APPENDIX II DETAILS OF DIRECTORS PROPOSED TO BEELECTED / RE-ELECTED AT THE AGM

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Mr. Li has not entered into any service contract with the Company. He has no fixedterm of director ’s service with the Company but is subject to retirement by rotation andre-election at the annual general meetings of the Company in accordance with the Articles.

5. Mr. Shi Cuiming

Mr. Shi Cuiming, aged 66, is an independent non-executive director. He joined theCompany in April 2004 and save for his directorship in the Company, he did not hold anydirectorship in any member of the Group. He graduated in 1963 from the Department ofManagement Engineering at the Beijing University of Posts and Telecommunications. From1981 to 1987, Mr. Shi served as deputy director of the Department of Postal EconomicResearch and as deputy director general of the Bureau of Finance of the Ministry of Postsand Telecommunications. From 1987 to 1997, he was director general of the Bureau ofFinance, director general of the Department of Operations and Finance and director generalof the Department of Finance of the Ministry of Posts and Telecommunications. He waspreviously the chairman of the board of directors and the chief executive officer of ChinaMobile (Hong Kong) Limited, and an executive director and executive vice-president ofChina Unicom Limited, both companies listed on the main board of the Stock Exchangeand the New York Stock Exchange. He is currently a consultant to CITIC Pacific Limitedand the chairman of CITIC Telecom 1616 Ltd. He is also an independent non-executivedirector of China GrenTech Corporation Limited, a company listed on the NASDAQExchange. Save as disclosed herein, Mr. Shi did not hold any directorship in listed publiccompanies in the last three years.

Save as disclosed herein, Mr. Shi does not have any relationship with any otherdirectors, senior management or any substantial or controlling shareholders of theCompany, and does not at present, and in the past three years did not, hold any directorshipin any listed public company.

Mr. Shi holds options to subscribe for 1,127,273 Shares. Save as disclosed herein, hedoes not have any other interests in the shares of the Company within the meaning of PartXV of the Securities and Futures Ordinance.

Mr. Shi has not entered into any service contract with the Company. He will holdoffice until the conclusion of the AGM and will be eligible for re-election at the AGM.

APPENDIX II DETAILS OF DIRECTORS PROPOSED TO BEELECTED / RE-ELECTED AT THE AGM

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6. Mr. Wang Chongju

Mr. Wang Chongju, aged 57, is an independent non-executive director. He joinedthe Company in April 2004 and save for his directorship in the Company, he did not holdany directorship in any member of the Group. He graduated in 1987 from ChangshaRailway University with a Master Degree in economics and mathematics. He has beenengaged in the research and teaching of economics and management for a long period oftime. He is now the president of Chongqing Technology and Business University, the vicepresident of the China Quantitative Economics Society and an executive council memberof the China Marketing Society. He is also an independent non-executive director of ChongQing Wan Li Storage Batteries Co., Ltd., Chongqing Changjiang River Water TransportCo., Ltd. and Chongqing Gangjiu Co., Ltd. all being companies listed on the ShanghaiStock Exchange. Mr. Wang has participated in various national research projects in thePRC and won various awards for his research.

Save as disclosed herein, Mr. Wang does not have any relationship with any otherdirectors, senior management or any substantial or controlling shareholders of theCompany, and does not at present, and in the past three years did not, hold any directorshipin any listed public company.

Mr. Wang holds options to subscribe for 1,127,273 Shares. Save as disclosed herein,he does not have any other interests in the shares of the Company within the meaning ofPart XV of the Securities and Futures Ordinance.

Mr. Wang has not entered into any service contract with the Company. He will holdoffice until the conclusion of the AGM and will be eligible for re-election at the AGM.

7. Mr. Lau Siu Ki, Kevin

Mr. Lau Siu Ki, Kevin, aged 47, is an independent non-executive director. He joinedthe Company in April 2004 and save for his directorship in the Company, he did not holdany directorship in any member of the Group. He is a fellow member of both the HongKong Institute of Certified Public Accountants and the Association of Chartered CertifiedAccountants (“ACCA”). He has over 20 years of experience in corporate finance, financialadvisory and management, accounting and auditing and had worked for an internationalaccounting firm for over 15 years. Mr. Lau is a member of the ACCA Council and amember of the Executive Committee of the Hong Kong branch of ACCA, and a pastpresident of the Hong Kong branch of ACCA. He is also a consultant in the financialadvisory field and an independent non-executive director of Forefront InternationalHoldings Limited, Carry Wealth Holdings Limited, COL Capital Limited, Comba TelecomSystems Holdings Limited, Greenfield Chemical Holdings Limited, Foxconn InternationalHoldings Limited, Proview International Holdings Limited, Samson Holding Limited andSys Solutions Holdings Limited, all being companies listed on the Stock Exchange. Saveas disclosed herein, Mr. Lau did not hold any directorship in listed public companies inthe last three years.

APPENDIX II DETAILS OF DIRECTORS PROPOSED TO BEELECTED / RE-ELECTED AT THE AGM

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Save as disclosed herein, Mr. Lau does not have any relationship with any otherdirectors, senior management or any substantial or controlling shareholders of theCompany, and does not at present, and in the past three years did not, hold any directorshipin any listed public company.

Mr. Lau holds options to subscribe for 1,127,273 Shares. Save as disclosed herein, hedoes not have any other interests in the shares of the Company within the meaning of PartXV of the Securities and Futures Ordinance.

Mr. Lau has not entered into any service contract with the Company. He will holdoffice until the conclusion of the AGM and will be eligible for re-election at the AGM.

Directors’ Emoluments

The amounts of emoluments received by the above Directors, to be elected/re-electedat the upcoming AGM, in 2005 are set out in the table below:

Salaries, Employeeallowances share Pension

and benefits option scheme TotalFees in kind benefits contributions remuneration

HK$’000 HK$’000 HK$’000 HK$’000 HK$’000

Dr. Liu Fei 63 1,435 160 14 1,672Mr. Li Dong Sheng 120 10 501 7 638Mr. Shi Cuiming 180 – 30 – 210Mr. Wang Chongju 180 – 30 – 210Mr. Lau Siu Ki, Kevin 180 – 30 – 210

The emoluments of the Directors were determined by the Board based on the adoptedremuneration policy reviewed by the Remuneration Committee, with reference to theDirectors’ qualification and experience, responsibilities undertaken, contribution to theGroup, and the prevailing market level of remuneration of similar position.

Other Information

Save as disclosed herein, there is no information which is discloseable nor are/werethe above Directors to be elected/re-elected involved in any of the matters required to bedisclosed pursuant to any of the requirements of the provisions under paragraphs13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and the Board is not aware of any othermatters which need to be brought to the attention of the Shareholders.

NOTICE OF ANNUAL GENERAL MEETING

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2618)(the “Company”)

NOTICE IS HEREBY GIVEN that the annual general meeting of the Company willbe held at 3p.m. on 8 June 2006 at Tianshan and Lushan Room, 5/F, Island Shangri-LaHong Kong Hotel, Two Pacific Place, Supreme Court Road, Hong Kong for the purpose oftransacting the following business:

ORDINARY BUSINESS

1. To receive and consider the consolidated audited financial statements and thereports of the directors of the Company (“Directors”) and the auditors of theCompany (“Auditors”) for the year ended 31 December 2005.

2. To re-appoint Messrs. Ernst & Young as the Auditors and authorise the boardof directors of the Company to fix their remuneration.

3. To elect Mr. Wang Kang Ping, Dr. Zhao Zhicheng and Dr. Liu Fei as Directors

4. To re-elect the retiring Directors

5. To authorise the board of Directors of the Company to fix the Directors’remuneration.

SPECIAL BUSINESS

To consider and, if thought fit, to pass the following resolutions (with or withoutmodification):

As Ordinary Resolutions

6. “THAT

a. a general mandate be and is hereby unconditionally given to the Directorsto exercise during the Relevant Period (as hereinafter defined) all thepowers of the Company to allot, issue and deal with unissued shares inthe Company (“Share”) or securities convertible into Shares or options,warrants or similar rights to subscribe for any Shares and to make orgrant offers, agreements or options which would or might require theexercise of such powers either during or after the Relevant Period, inaddition to any Shares which may be issued from time to time on aRights Issue (as hereinafter defined) or under any option scheme orsimilar arrangement for the time being adopted for the grant or issue of

NOTICE OF ANNUAL GENERAL MEETING

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Shares or rights to acquire Shares or any scrip dividend pursuant to thearticles of association of the Company, not exceeding twenty per cent.of the aggregate nominal value of the share capital of the Company inissue as at the date of this resolution; and

b. for the purpose of this resolution, “Relevant Period” means the periodfrom the passing of this resolution until whichever is the earliest of:

i. the conclusion of the next annual general meeting of the Company;

ii. the expiration of the period within which the next annual generalmeeting of the Company is required by law or the articles ofassociation of the Company to be held; and

iii. the revocation or variation of the authority given under thisresolution by an ordinary resolution of the shareholders of theCompany in general meeting;

and “Rights Issue” means an offer of Shares open for a period fixed bythe Directors to holders of Shares on the register of members of theCompany on a fixed record date in proportion to their then holdings ofsuch Shares (subject to such exclusions or other arrangements as theDirectors may deem necessary or expedient in relation to fractionsentitlements or having regard to any restrictions or obligations underthe laws of any relevant jurisdiction, or of the requirements of anyrecognised regulatory body or any stock exchange applicable to theCompany).”

7. “THAT there be granted to the Directors an unconditional general mandate torepurchase Shares, and that the exercise by the Directors of all powers of theCompany to purchase Shares subject to and in accordance with all applicablelaws, be and is hereby generally and unconditionally approved, subject to thefollowing conditions:

a. such mandate shall not extend beyond the Relevant Period;

b. such mandate shall authorise the Directors to procure the Company torepurchase Shares at such price as the Directors may at their discretiondetermine;

c. the Shares to be repurchased by the Company pursuant to paragraph aof this resolution during the Relevant Period shall be no more than tenper cent. of the Shares in issue at the date of passing this resolution; and

NOTICE OF ANNUAL GENERAL MEETING

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d. for the purpose of this resolution, “Relevant Period” means the periodfrom the passing of this resolution until whichever is the earliest of:

i. the conclusion of the next annual general meeting of the Company;

ii. the expiration of the period within which the next annual generalmeeting of the Company is required by law or the articles ofassociation of the Company to be held; and

iii. the revocation or variation of the authority given under thisresolution by an ordinary resolution of the shareholders of theCompany in general meeting.”

8. “THAT, subject to the availability of unissued share capital and conditionalupon the resolutions nos. 6 and 7 above being passed, the aggregate nominalamount of the Shares which are repurchased by the Company pursuant to andin accordance with resolution no. 7 above shall be added to the aggregatenominal amount of the share capital of the Company that may be allotted oragreed conditionally or unconditionally to be allotted by the Directors pursuantto and in accordance with resolution no. 6 above.”

As Special Resolution

9. “THAT, Article 86(5) of the existing articles of association of the Company asadopted by a special resolution passed on 13 September 2004 (and amendedby a special resolution passed at the annual general meeting held on 22 June2005) be amended by deleting “special” immediately before “resolution removea Director at any time before the expiration of his period of office” andsubstituting therefor “ordinary””

By order of the BoardLi Dong Sheng

Chairman

Hong Kong, 28 April 2006

NOTICE OF ANNUAL GENERAL MEETING

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Notes:

1. The Hong Kong Branch Register of Members of the Company will be closed on 8 June 2006, on whichdate no transfers of Shares will be registered. In order to be eligible to attend and vote at the AnnualGeneral Meeting to be held on 8 June 2006, all transfers accompanied by the relevant share certificatesmust be lodged with the branch share registrar of the Company in Hong Kong, Tricor Investor ServicesLimited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not later than 4:30p.m. on 7 June 2006.

2. A member of the Company who is a holder of two or more Shares, and who is entitled to attend andvote at the Annual General Meeting is entitled to appoint more than one proxy or a duly authorisedcorporate representative to attend and vote in his stead. A proxy need not be a member of the Company.Completion and return of the form of proxy will not preclude a member of the Company from attendingthe Annual General Meeting and vote in person. In such event, his form of proxy will be deemed tohave been revoked.

3. A form of proxy for the Annual General Meeting is enclosed with the Company’s circular dated 28 April2006. In order to be valid, the form of proxy together with the power of attorney or other authority, ifany, under which it is signed, or a notarially certified copy of such power or authority, must be depositedat the branch share registrar of the Company in Hong Kong, Tricor Investor Services Limited at 26thFloor, Tesbury Centre, 28 Queen’s Road Central, Wanchai, Hong Kong not less than 48 hours before thetime for holding the Annual General Meeting or any adjournment thereof.

4. With regard to resolutions nos. 6 and 8 above, the Directors wish to state that they have no immediateplans to issue any new Shares of the Company pursuant to the general mandate granted under resolutionno. 6 above.

5. As at the date of this notice, the board of Directors is composed of Mr. Li Dong Sheng, Mr. Yuan XinCheng, Dr. Liu Fei, Mr. Wong Toe Yeung, Chambers, Mr. Yan Yong, Vincent, Mr. Du Xiaopeng, Simonand Dr. Guo Aiping, George as executive Directors, Mr. Shi Cuiming, Mr. Wang Chongju and Mr. LauSiu Ki, Kevin as independent non-executive Directors.