Stock Code: 000100
Stock Abbreviation: TCL Technology
Listing Venue: Shenzhen Stock Exchange
[Image: TCL logo]
TCL Technology Group Corporation
Report (Draft) Summary on Issuance of Shares and Payment of Cash for Asset Acquisition
(Registration Version)
| Item | Counterparty |
|---|---|
| Issuance of shares and payment of cash for asset acquisition | Guangdong Hengjian Investment Holding Co., Ltd., Guangzhou Huaxing Photoelectric Investment Partnership (Limited Partnership), Science City (Guangzhou) Investment Group Co., Ltd. |
Independent Financial Advisor
[Image: Shenwan Hongyuan logo]
July 2016
Declaration
I. Declaration of the Listed Company
The Company and all directors, supervisors, and senior management guarantee the truthfulness, accuracy, and completeness of the report and its summary, ensuring there are no false records, misleading statements, or major omissions, and assume individual and joint legal liability for the truthfulness, accuracy, and completeness of the content.
The Company's largest shareholder and its persons acting in concert, as well as all directors, supervisors, and senior management, undertake that if the information provided or disclosed by them for this transaction is suspected of containing false records, misleading statements, or major omissions, and is subject to investigation by judicial authorities or the CSRC, they will not transfer any shares held in the listed company until the investigation concludes. They will submit a written application to the Company's board of directors and their securities accounts to the listed company's board of directors within two trading days of receiving the investigation notice, requesting the board to apply to the stock exchange and the securities registration and clearing institution for a freeze. If they fail to submit the freeze application within two trading days, they authorize the listed company's board of directors to directly submit their identity and account information to the stock exchange and the securities registration and clearing institution for a freeze. If the listed company's board of directors fails to report their identity and account information to the stock exchange and the securities registration and clearing institution, they authorize the stock exchange and the securities registration and clearing institution to directly freeze the relevant shares. If the investigation concludes that there are violations, they agree that the shares will be used for compensation arrangements for relevant investors.
The report and its summary do not represent a substantive judgment or guarantee by the CSRC, the Shenzhen Stock Exchange, or other regulatory agencies regarding the transaction. The effectiveness and completion of the transaction are subject to the approval, registration, or consent of the relevant regulatory authorities.
Investors should consider the risk factors disclosed in the report and its summary in addition to other relevant documents disclosed simultaneously when evaluating this transaction.
After the completion of this transaction, changes in the Company's operations and earnings are the responsibility of the Company; investment risks resulting from this transaction are the responsibility of the investors. If investors have any questions regarding the report and its summary, they should consult their own stockbrokers, lawyers, professional accountants, or other professional advisors.
II. Declaration of Counterparties
The counterparties to this reorganization will provide relevant information, documents, and materials (including but not limited to original written materials, copies, and electronic versions) to TCL Technology and relevant intermediaries in a timely manner in accordance with relevant laws, regulations, rules, and the requirements of the CSRC and the Shenzhen Stock Exchange.
The counterparties guarantee that all relevant information, documents, and materials provided during the transaction are true, accurate, and complete original materials or copies, and contain no false records, misleading statements, or major omissions. The copies are consistent with the originals, and the signatures and seals on the provided documents and materials are true and valid. They have performed the necessary procedures for signing and sealing and have obtained legal authorization. If any loss is caused by violating this undertaking, the counterparties will bear legal liability accordingly.