Exhibit 4.21
English Translation
DATED the 19th day of August, 2004
Among
T.C.L. INDUSTRIES HOLDINGS (H.K.) LIMITED
and
TCL INTERNATIONAL HOLDINGS LIMITED
and
CHEERFUL ASSET INVESTMENTS LIMITED
and
JASPER ACE LIMITED
and
MATE FAIR GROUP LIMITED
and
TCL COMMUNICATION TECHNOLOGY HOLDINGS LIMITED
-------------------------------------------------------
SHARE SUBSCRIPTION AGREEMENT
------------------------------------------------------
Cheung, Tong & Rosa,
Solicitors,
Rooms 1621-33, Sun Hung Kai Centre,
30 Harbour Road,
Hong Kong.
Tel: (852) 2868 0393 Fax: (852) 2810 0556
This Agreement is entered into among the following parties on the 19th day of
August, 2004 in Hong Kong:
(1) T.C.L. INDUSTRIES HOLDINGS (H.K.) LIMITED, a limited liability company
registered and incorporated in Hong Kong, with its registered address at
Room 1102, 11th Floor, Chinachem Tsuen Wan Plaza, No. 457 Castle Peak
Road, Tsuen Wan, New Territories, Hong Kong ("Industries Holdings");
(2) TCL INTERNATIONAL HOLDINGS LIMITED, a limited liability company registered
and incorporated in Cayman Islands, with its registered address at Ugland
House, South Church Street, P.O. Box 300, George Town, Grand Cayman,
Cayman Islands, British West Indies, and whose shares are listed on the
Main Board of the Stock Exchange of Hong Kong Limited ("TCL
International").
(3) CHEERFUL ASSET INVESTMENTS LIMITED, a limited liability company registered
and incorporated in British Virgin Islands, with its registered address at
P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British
Virgin Islands ("Cheerful").
(4) JASPER ACE LIMITED, a limited liability company registered and
incorporated in British Virgin Islands, with its registered address at Sea
Meadow House, Blackburne Highway, Road Town, Tortola, British Virgin
Islands ("Jasper").
(5) MATE FAIR GROUP LIMITED, a limited liability company registered and
incorporated in British Virgin Islands, with its registered address at Sea
Meadow House, Blackburne Highway, Road Town, Tortola, British Virgin
Islands ("Mate Fair").
(The companies in (1) to (5) above are collectively referred to as the
"Subscribers".)
(6) TCL COMMUNICATION TECHNOLOGY HOLDINGS LIMITED, a limited liability company
registered and incorporated in Cayman Islands, with its registered address
at Century Yard, Cricket Square, Hutchins Drive, P.O. Box 2681 GT, George
Town, Grand Cayman, Cayman Islands, British West Indies ("TCL
Communication").
Recitals
(A) "TCL Communication" is a limited liability company registered and
incorporated in Cayman Islands and its current statutory share capital is
HK$380,000, divided into 3,800,000 Communication Shares, each at a par
value of HK$0.10 and, as of the date hereof, its issued share capital is
HK$100, divided into 1,000 Communication Shares, which are fully paid-up
shares, each at a par value of HK$0.10. Set forth below is the status of
shareholdings of the existing shareholders in TCL Communication:
1
% Shareholding in
No. of issued share capital of
Shareholders Communication Shares TCL Communication
- ------------------- -------------------- -----------------------
Industries Holdings 360 shares 36%
TCL International 480 shares 40.8%
Cheerful 100 shares 10%
Jasper 90 shares 9%
Mate Fair 42 shares 4.2%
--------- ----------- ----
Total 1000 shares 100%
(B) "Huizhou TCL Mobile" and its holding company (collectively "Mobile Group")
propose to carry out an organizational restructuring. In order to effect
such restructuring, the Subscribers agree to subscribe to, and TCL
Communication agrees to issue and allocate to the Subscribers, the
Communication Shares upon the terms hereof.
(C) After the completion of the foregoing subscription, the percentage of the
shareholdings of the Subscribers in TCL Communication shall be the same as
their percentage of shareholdings before the subscription. Set forth below
is the status of shareholdings after the completion of the subscription:
% Shareholding in
No. of issued share capital of
Shareholders Communication Shares TCL Communication
- ------------------- -------------------- -----------------------
Industries Holdings 1,017,900,000 shares 36%
TCL International 1,153,620,000 shares 40.8%
Cheerful 282,750,000 shares 10%
Jasper 254,475,000 shares 9%
Mate Fair 118,755,000 shares 4.2%
- ------------------- -------------------- ----
Total 2,827,500,000 shares 100%
2
The Parties agree as follows:
Definitions
1. In this Agreement, the following terms, unless otherwise indicated, shall
be defined as follows:
"Closing" shall mean the completion of the
transactions under this Agreement pursuant
to Articles 7, 8 and 9 hereof;
"Closing Date" shall mean the 3rd Business Day after the
full satisfaction of all conditions
precedent specified in Article 7 hereof or
such other closing date as agreed upon in
writing between the Parties;
"Huizhou TCL Mobile" shall mean Huizhou TCL Mobile
Communications Co., Ltd., a wholly
foreign-owned enterprise established in the
PRC;
"Communication Shares" shall mean the ordinary shares of TCL
Communications at par value of HK$0.10 per
share;
"Dividends Obligees" shall mean TLC International, Cheerful,
Jasper and Mate Fair;
"Subscription shall mean the subscription consideration
Consideration" given by the Subscribers to TCL
Communication as set forth in the 3rd
column in Annex 1 hereof for the
subscription of the Communication Shares
pursuant to Article 6 hereof;
"Receivable Mobile shall mean the Mobile Dividends which the
Dividends Dividends Obligees are entitled to
receiving but have not yet received from
Huizhou TCL Mobile as at the date hereof,
and the amounts of the Receivable Mobile
Dividends of the Dividends Obligees are set
forth in the 3rd column of the Annex 1
hereof against their respective names;
"Mobile Dividends" shall mean the dividends totaling
RMB1,458,700,219.40 declared by Huizhou TCL
Mobile to its shareholders in proportion to
their percentage of shareholders on March
8, 2004;
"Warranties" shall mean the representations, warranties
and
3
undertakings set forth in Annex 2 hereof.
"Business Day" shall mean a day (other than a Saturday,
Sunday or public holiday) on which Hong
Kong licensed banks are open for general
business;
"Hong Kong" shall mean the Hong Kong
Special Administrative Region of the
People's Republic of China;
"PRC" shall mean the People's Republic of China,
excluding, for the purposes of this
Agreement, Hong Kong, Macau Special
Administrative Region of the People's
Republic of China and Taiwan;
"Hong Kong Dollars" or shall mean the lawful currency of
"HK$" Hong Kong;
"RMB" or "Renminbi" shall mean the lawful
currency of the PRC.
2. In this Agreement, unless the context indicates otherwise:
2.1 References to Articles, Annexes, Schedules and Appendices are to
articles, annexes, schedules and appendices to this Agreement;
2.2 Words importing the singular shall include the plural and vice versa
and terms importing a gender shall include each other gender;
2.3 References to persons include bodies, whether corporate or
non-corporate;
2.4 Article headings are for ease of reference only and do not affect
the interpretation of this Agreement;
2.5 TCL Communication and the Subscribers shall include their respective
successors and permitted assigns.
2.6 References to laws, regulations or statutory provisions shall
include the existing laws, regulations or statutory provisions and
their consolidations, modifications or re-enactments as made from
time to time and such regulations or provisions which have been
replaced by any regulations or statutory provisions.
3. The Annexes, Schedules and Appendices to this Agreement are constituent
parts of this Agreement.
4
Share Subscription
4. The Subscribers agree to subscribe to the Communication Shares from TCL
Communication upon the terms hereof and the number of the Communication
Shares subscribed to by them are set forth in the 2nd column of Annex 1
hereof against their respective names, and TCL Communication agrees to
issue and allocate such Communication Shares to the Subscribers upon the
terms hereof and book such shares as fully paid-up shares at par value.
5. The Parties expressly agree and indicate their understanding that the
subscription of all the Communication Shares under this Agreement shall be
wholly effected on one-time and simultaneous basis.
Subscription Consideration
6. The Subscribers and TCL Communication agree that the Subscribers shall
transfer to or pay to TCL Communication the Subscription Consideration as
set forth in the 3rd column of Annex 1 hereof against their respective
names as the consideration for their subscription of the relevant
Communication Shares (The number of the Communication Shares subscribed to
by the Subscribers are set forth in the 2nd column of Annex 1 hereof
against their respective names).
Conditions Precedent
7. The subscription of all the Communication Shares under this Agreement
shall be subject to the satisfaction of the following conditions
precedent:
7.1 The Board of Directors of each of the Subscribers has passed a
resolution approving the execution and performance of this Agreement
and the subscription of the relevant Communication Shares under this
Agreement;
7.2 The Board of Directors of TCL Communication has passed a resolution
approving the execution and performance of this Agreement and the
issuance and allocation of the Communication Shares to the
Subscribers upon the terms hereof; and
7.3 Approvals of all transactions under this Agreement have been
obtained from all relevant PRC government authorities (if
applicable).
Closing
8. The Closing shall be completed on the Closing Date. At the closing, each
Party shall have fulfilled all (not only part) of its obligations set
forth in Annex 2.
9. If any Party fails to deliver the documents which it is required to
deliver to another Party at the Closing due to any cause, such another
Party shall have the
5
right (which right shall be in addition to, and shall not affect, its
other original rights or remedies) to elect to rescind this Agreement, or
proceed with the Closing to the largest extent under the practicable
circumstances dependent upon the condition of the breach occurred, or fix
a new closing date (but such a new closing date shall not be later than 28
days after the Closing Date), provided that such another Party shall
notify the other Parties of its election so as to ensure that the
subscription of all the Communication Shares shall be completed wholly on
one-time and simultaneous basis.
Warranties and Indemnification
10. Each Subscriber hereby makes warranties and provides undertakings to TCL
Communication as set forth in Section A of Annex 2.
11. Each Subscriber undertakes to TCL Communication that if any losses, costs,
expenses or liabilities are sustained by or caused to TCL Communication
arising out of the following events or as a result of the following
events, the relevant Subscriber shall indemnify TCL Communication against
such losses, costs, expenses or liabilities:
11.1 Any of the warranties set forth in Section A of Annex 2 is untrue or
misleading or breached;
11.2 Settlement reached on any claim arising from the matters referred to
in Article 11.1 above;
11.3 Legal proceedings instituted with respect to any claim arising from
the matters referred to in Article 11.1 above; or
11.4 Enforcement of any settlement or judgment with respect to Articles
11.2 and 11.3 above.
12. TCL Communication hereby makes warranties and provides undertakings to
each Subscriber as set forth in Section B of Annex 2.
13. TCL Communication undertakes to the Subscribers that if any losses, costs,
expenses or liabilities are sustained by or caused to the Subscribers
arising out of the following events or as a result of the following
events, the relevant Subscriber shall indemnify each Subscriber against
such losses, costs, expenses or liabilities:
13.1 Any of the warranties set forth in Section B of Annex 2 is untrue or
misleading or breached;
13.2 Settlement reached on any claim arising from the matters referred to
in Article 13.1 above;
6
13.3 Legal proceedings instituted with respect to any claim arising from
the matters referred to in Article 13.1 above; or
13.4 Enforcement of any settlement or judgment in relation to Articles
13.2 and 13.3 above.
14. Each warranty, representation and undertaking given by each Party to the
other Parties shall survive the completion of the Closing.
15. Each warranty, representation and undertaking given by each Party to the
other Parties shall be independent warranty, representation and
undertaking and shall not be restricted by the provisions of any other
representations, warranties and undertakings.
16. Each Party agrees and acknowledges that:
16.1 Except for the provisions or warranties expressly indicated in this
Agreement, when it entered into this Agreement and the documents
referred to herein, it did not rely on any representations,
statements, warranties or undertakings given (whether or not given
negligently or unintentionally) by any person (whether or not a
party to this Agreement), and it shall not have the right to seek
for indemnification or relief with respect to such representations,
statements, warranties or understandings;
16.2 The indemnification or relief to which it is entitled to in case of
breach of a "warranty" by another Party is merely the
indemnification or relief to which it is entitled to as a result of
the breach of a provision hereof.
16.3 This Article 16 shall not be deemed a restriction on or waiver of
the liabilities arising from the fraudulent act of any Party.
Termination and Breach
17. If the Subscribers become aware of the following matters at any time prior
to the Closing, the Subscribers shall immediately give written notice to
TCL Communication of the relevant matters and, whereupon, TCL
Communication shall have the right, within 14 days after receipt of such
notice, to give written notice to the Subscribers to rescind this
Agreement:
17.1 The warranties made by the Subscribers are inconsistent with any
facts or events in any material respects;
17.2 Any facts which cause a person to think that any facts warranted by
the Subscribers may be inconsistent with the facts or misleading in
any material respects;
7
18. If at any time prior to the Closing, TCL Communication finds that any of
the warranties, undertakings or liabilities of any Subscriber is untrue in
any material respects or may not or cannot (as reasonably deemed by TCL
Communication) be fulfilled in any material respects, TCL Communication
shall have the right to give written notice to such Subscriber with a copy
to other Parties to rescind this Agreement.
19. If TCL Communication becomes aware of the following matters prior to the
Closing, TCL Communication shall immediately give written notice to the
Subscribers of the relevant matters and, whereupon, the Subscribers shall
have the right, within 14 days after receipt of such notice, to give
written notice to TCL Communication to rescind this Agreement:
19.1 The warranties made by TCL Communication are inconsistent with any
facts or events in any material respects;
19.2 Occurrence of any event which implies that any matters warranted by
TCL Communication are inconsistent with the facts in any material
respects;
20. If at any time prior to the Closing, any Subscriber finds that any of the
warranties, undertakings or liabilities of TCL Communication is untrue in
any material respects or may not or cannot (as reasonably deemed by such
Subscriber) be fulfilled in any material respects, such Subscriber shall
have the right to give written notice to TCL Communication with a copy to
other Parties to rescind this Agreement.
Notice and Service of Legal Process
21. Each notice, demand and other communication given or made under this
Agreement and all legal process (whether or not the originating legal
process) shall be in writing and delivered to the recipients at their
addresses or facsimile numbers set forth below (provided that if a
recipient had given written notice of its other address or facsimile
number in Hong Kong to the sender, the sender shall deliver the relevant
notice to such other address or facsimile number):
21.1 In the case of Industries Holding to:
Address: Room 1102, 11th Floor, Chinachem Tsuen Wan Plaza,
No. 457 Castle Peak Road, Tsuen Wan, New Territories,
Hong Kong.
Facsimile No.: (852) 2402-2602
21.2 In the case of TCL International to:
8
Address: 13th Floor, TCL Industrial Centre, No. 8 Tai Chung
Road, Tsuen Wan Plaza, New Territories, Hong Kong.
Facsimile No.: (852) 2405-8400
21.3 In the case of Cheerful to:
Address: Room 904, Tower 1, China Hong Kong City, No. 33
Canton Road, Tsimshatsui, Kowloon, Hong Kong.
Facsimile No.: (852) 2302-0996
21.4 In the case of Jasper to:
Address: 15th Floor, China Merchants Building, Shun Tak Center,
Nos. 168-200 Connaught Road Central, Hong Kong.
Facsimile No.: (852) 2263-1223
21.5 In the case of Mate Fair to:
Address: Room 904, Tower 1, China Hong Kong City, No. 33
Canton Road, Tsimshatsui, Kowloon, Hong Kong.
Facsimile No.: (852) 2202-0996
21.6 In the case of TCL Communication to:
Address: Room 904, Tower 1, China Hong Kong City, No. 33
Canton Road, Tsimshatsui, Kowloon, Hong Kong.
Facsimile No.: (852) 2202-0996
22. Each notice, demand or other communication and all legal process (whether
or not originating legal process) given or made under this Agreement may
be delivered by post, in person or by facsimile transmission. A notice
shall be deemed to have been delivered upon actual delivery if personally
delivered, 48 hours after it is sent if delivered by post, and upon
complete transmission if delivered by facsimile. In case evidence of
delivery of a notice by post is required, it shall be sufficient to only
evidence that the sender has properly written the recipient's address on
the envelope containing such notice and affixed stamp on such notice and
sent by post; in case evidence of delivery of a notice by facsimile is
required, it shall be sufficient to only evidence that the transmission
report as shown in the sender's facsimile machine indicates a complete
transmission to the recipient.
9
Costs and Expenses
23. All stamp duty (if any) payable on the documents in relation to the
issuance and allotment of the Communication Shares shall be borne by TCL
Communication and the relevant Subscriber in equal shares.
24. Each Party shall bear its own costs and expenses (including legal and
professional costs) incurred in the negotiation, drafting, printing,
execution, registration, completion and performance of this Agreement.
General Provisions
25. Timing: Time shall be of the essence of this Agreement.
26. Successors and Assigns: This Agreement is binding on and inure to the
benefit of the Parties and their respective successors and permitted
assigns.
27. Entire Agreement: This Agreement and the documents referred to herein
constitute the entire agreement and understanding between the Parties with
respect to the subject matter hereof, and shall supersedes all prior
proposals, representations, warranties, agreements or undertakings with
respect to the subject matter hereof (whether such proposals,
representations, warranties, agreements or undertakings are made orally,
in writing or otherwise), and any Party has not relied upon any of such
proposals, representations, warranties, agreements or undertakings and
shall not make a claim with respect to the agreement which was superseded
by this Agreement.
28. Further Assurance: Each Party assures to the other Parties that it shall
further execute such other deeds or documents and take such other actions
as reasonably and legitimately required by the other Parties for
completion of the proposed transactions under this Agreement and/or for
perfection of the interests of the Parties under this Agreement.
29. Amendment: Any amendment to this Agreement shall become legally effective
only after the written consents of the Parties have been obtained.
30. Waiver of Rights: In case of breach of this Agreement by any Party, unless
this Agreement stipulates otherwise, another Party's exercise or
non-exercise of any of its rights or remedies available to it with respect
to such breach shall not be deemed a waiver of its other rights or
remedies which may be available to it with respect to such breach.
31. Cumulative Remedies: In case of breach of this Agreement by any Party, any
rights or remedies available to the other Parties with respect to such
breach under this Agreement (including, but not limited to, any rights or
remedies available to
10
such other Parties due to the breach by the breaching Party of any
representation or warranty made by it) shall be additional to, and shall
not affect, other rights or remedies available to such other Parties with
respect to such breach.
32. Effectiveness after the Closing: If any provision hereof can be
implemented after the Closing, but is not implemented at or before the
Closing, such provision shall remain in full force after the Closing. All
representations and warranties made and other undertakings provided by the
Parties under or pursuant to this Agreement shall remain in full force
after the Closing.
33. Illegality: In the event that any one or more of the provisions hereof is
or becomes invalid, illegal or unenforceable, or cannot be implemented in
any respect, the validity, legality, enforceability and implementation of
the remaining provisions hereof shall not be in any way affected or
impaired.
34. Confidentiality: With respect to all confidential information disclosed by
any Party to another Party pursuant to a provision hereof and/or in the
course of its implementation of such provision, such another Party shall
maintain the confidentiality and, unless prior written consent of the
disclosing Party of such information has been obtained, such another Party
shall not use and/or disclose to a third party any contents hereof and/or
such information, with the exceptions for its disclosure of the contents
hereof and/or the information obtained by it as required to be made under
the law or other rules of the regulatory bodies, or made as a result of
its consultations with legal or financial advisors.
35. Execution of this Agreement: This Agreement may be executed by the Parties
in any number of counterparts or copies and any of such counterparts or
copies shall be deemed an original, provided that such counterparts or
copies together shall constitute a single and the only original of this
Agreement.
Governing Law
36. This Agreement shall be governed by and constructed in accordance with the
laws of Hong Kong and the Parties agree to submit to the non-exclusive
jurisdiction of courts of Hong Kong.
11
Signature Page
IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first
written.
T.C.L. INDUSTRIES HOLDINGS (H.K.) )For and on behalf of
LIMITED )T.C.L. INDUSTRIES (H.K.) LIMITED
)
Signed by authorized Director, [Lui Chung Lai] )[signed]
)--------------------------------
)Authorized Signature(s)
Witness: )
TCL INTERNATIONAL HOLDINGS LIMITED )For and on behalf of
)TCL INTERNATIONAL HOLDINGS
Signed by authorized Director, [Lui Chung Lai] )LIMITED
)
Witness: )[signed]
--------------------------------
Authorized Signature(s)
CHEERFUL ASSET INVESTMENTS LIMITED )For and on behalf of
)CHEERFUL ASSET INVESTMENTS
Signed by authorized Director, [Yuen Ping] )LIMITED
)
Witness: )[signed]
--------------------------------
Authorized Signature(s)
JASPER ACE LIMITED )For and on behalf of
)JASPER ACE LIMITED
Signed by authorized Director, [Wong Do Yuen] )
)
Witness: )[signed]
--------------------------------
Authorized Signature(s)
12
MATE FAIR GROUP LIMITED )For and on behalf of
)MATE FAIR GROUP LIMITED
Signed by authorized Director, [Wong Do Yuen] )
)
Witness: )[signed]
--------------------------------
Authorized Signature(s)
TCL COMMUNICATION TECHNOLOGY )For and on behalf of
HOLDINGS LIMITED )TCL COMMUNICATION TECHNOLOGY
)HOLDINGS LIMITED
Signed by authorized Director, [Wong Do Yuen] )
)[signed]
)--------------------------------
Witness: )Authorized Signature(s)
13
Annex 1
Communication Shares to be Subscribed and Subscription Consideration
2nd Column
1st Column No. of Communication Shares to be 3rd Column
Subscribers Subscribed Subscription Consideration
- ------------------- --------------------------------- ---------------------------
Industries Holdings 1,017,899,640 shares Totaling RMB525,132,079
in cash
TCL International 1,153,619,592 shares Receivable Mobile Dividends
totaling RMB595,149,689
Cheerful 282,749,900 shares Receivable Mobile Dividends
totaling RMB145,870,022
Jasper 254,474,910 shares Receivable Mobile Dividends
totaling RMB131,283,020
Mate Fair 118,754,958 shares Receivable Mobile Dividends
totaling RMB61,265,409
Total: 2,827,499,000 shares
14
Annex 2
Requirements and Arrangements for the Closing
Obligations of the Subscribers
1. On the Closing Date, the Subscribers shall deliver to, or cause to be
delivered to, TCL Communication all the following documents:
1.1 Board resolutions of each Subscriber (or a certified true copy
thereof) approving
(a) the execution and performance of this Agreement by the
relevant Subscriber; and
(b) the subscription of the relevant Communication Shares by the
relevant Subscriber pursuant to this Agreement;
1.2 Documents evidencing payment by Industries Holdings of the
Subscription Consideration pursuant to Article 6 hereof;
1.3 Deeds of transfer executed by the Dividends Obligees for transfer of
the Receivable Mobile Dividends to TCL Communication for the
Subscription Consideration as stipulated under Article 6 hereof; and
1.4 Documents evidencing procurement of all PRC government approvals (if
applicable) as stipulated under Article 7.3 hereof.
Obligations of TCL Communication
2. On the Closing Date, TCL Communication shall deliver to, or cause to be
delivered to, each Subscriber all the following documents:
2.1 Board resolutions of TCL Communication (or a certified true copy
thereof) approving
(a) the execution and performance of this Agreement by TCL
Communication; and
(b) the issuance and allotment of the relevant Communication
Shares by TCL Communication to each Subscriber pursuant to
this Agreement;
2.2 Share certificate(s) evidencing issuance and allotment of the
Communication Shares by TCL Communication to the relevant Subscriber
pursuant to this Agreement.
15
Annex 2
Warranties
Section A
1. Each Subscriber makes warranties and representations and provides
undertakings to TCL Communication as follows:
1.1 The Subscriber is a limited liability company legally registered and
organized and validly existing, and has the full authority to enter
into this Agreement and carry out its obligations under this
Agreement.
1.2 This Agreement shall be binding on the relevant Subscriber upon
execution.
1.3 The execution and performance of this Agreement by the Subscriber
will not result in any breach, rescission or termination, or
constitute a default, of any agreement or undertaking to which it is
a party, or violate any applicable laws, and the Subscriber has
obtained all approvals of the governmental or regulatory authorities
in the relevant jurisdictions necessary for the execution and
performance of this Agreement (if applicable).
1.4 The facts contained in the Recitals of this Agreement are true and
will be true at the Closing.
1.5 All warranties and undertakings set forth in Section A of this Annex
2 shall remain true as of the Closing.
Section B
2. TCL Communication makes warranties and representations and provides
undertakings to each Subscriber as follows:
2.1 TCL Communication is a limited liability company duly registered and
organized and validly existing under the laws of Cayman Islands, and
has the full authority to enter into this Agreement and carry out
its obligations under this Agreement.
2.2 This Agreement shall be binding on TCL Communication upon execution.
2.3 The execution and performance of this Agreement by TCL Communication
will not result in any breach, rescission or termination, or
constitute a default, of any agreement or undertaking to which it is
a party, or violate any applicable laws.
2.4 The facts contained in the Recitals of this Agreement are true and
will be true at the Closing.
2.5 All warranties and undertakings set forth in Section B of this Annex
2 shall remain true as of the Closing.
16