Tonly Electronics : JOINT ANNOUNCEMENT DELAY IN DESPATCH OF COMPOSITE DOCUMENT

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this joint announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this joint announcement.

This joint announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of Tonly Electronics Holdings Limited.

TCL Industries Holdings Co., Ltd.*

(TCL實業控股股份有限公司）	TONLY ELECTRONICS HOLDINGS LIMITED
(Incorporated in the PRC with limited liability)	通 力 電 子 控 股 有 限 公 司
	(Incorporated in the Cayman Islands with limited liability)
	(Stock Code: 01249)

T.C.L. Industries Holdings (H.K.) Limited

(Incorporated in Hong Kong with limited liability)

JOINT ANNOUNCEMENT

DELAY IN DESPATCH OF COMPOSITE DOCUMENT

Reference is made to the announcement (the "Announcement") dated 2 October 2019 jointly issued by TCL Industries Holdings Co., Ltd. (the "Purchaser"), T.C.L. Industries Holdings (H.K.) Limited (the "Offeror") and Tonly Electronics Holdings Limited (the "Company") in relation to, among other matters, the mandatory conditional general offer made by UBS AG, Hong Kong Branch on behalf of the Offeror to acquire all the issued shares in the Company (other than those already owned or agreed to be acquired by the Offeror and the Purchaser and parties acting in concert with any of them) and for the cancellation of all the outstanding share options of the Company.

Unless otherwise defined, terms used in this joint announcement shall have the same meanings as those used in the Announcement.

DELAY IN DESPATCH OF THE COMPOSITE DOCUMENT

As set out in the Announcement, it is the intention of the Offeror and the Company to combine the offer document and the Company's Board circular in the Composite Document. Pursuant to Rule 8.2 of the Takeovers Code, the Composite Document is required to be despatched to the Shareholders and the Optionholders within 21 days of the date of the Announcement (i.e. 23 October 2019), or such later date as the Executive may approve.

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The Offeror and the Company would like to inform the Shareholders, the Optionholders and potential investors that additional time is required for finalising the Composite Document and certain information concerning the Company to be contained in the Composite Document. Among others, the Composite Document will contain several third party reports, including but not limited to appraisal report, reports from the financial adviser to the Purchaser and the Offeror, the Independent Financial Adviser and auditor of the Company. Such third parties have indicated to the Offeror and the Company that further time is required to conduct the necessary due diligence to finalise their reports. Also, additional time is required to review the financial and trading position of the Group pursuant to Rule 10.11 of the Takeovers Code. In view of the aforesaid, an application has been made to the Executive for, and the Executive has indicated that it is minded to grant, a waiver from the strict compliance with the requirement under Rule 8.2 of the Takeovers Code and consent to extend the deadline for the despatch of the Composite Document to 29 November 2019.

Further announcement will be made when the Composite Document accompanied by the relevant forms of acceptance in respect of the Mandatory General Offer is despatched.

By order of the board of	By order of the Board
TCL Industries Holdings Co., Ltd.*	Tonly Electronics Holdings Limited
LI Dongsheng	LIAO Qian
Director	Chairman
By order of the board of
T.C.L. Industries Holdings (H.K.) Limited
LI Dongsheng
Director
Hong Kong, 22 October 2019

As at the date of this joint announcement, the board of directors of the Purchaser comprises five directors, namely Mr. LI Dongsheng, Ms. DU Juan, Mr. MI Xin, Mr. LIU Lefei and Mr. ZOU Wenchao. The board of directors of the Offeror comprises three directors, namely Mr. LI Dongsheng, Mr. DU Yuanhua and Ms. XIONG Yan.

As at the date of this joint announcement, the Board comprises Mr. YU Guanghui, Mr. SONG Yonghong and Mr. REN Xuenong as executive Directors, Mr. LIAO Qian as non-executive Director and Mr. POON Chiu Kwok, Mr. LI Qi and Mr. LEONG Yue Wing as independent non-executive Directors.

The directors of the Purchaser jointly and severally accept full responsibility for the accuracy of the information (other than that relating to the Group) contained in this joint announcement and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions (other than those expressed by the Directors) expressed in this joint announcement have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statements in this joint announcement misleading.

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The directors of the Offeror jointly and severally accept full responsibility for the accuracy of the information (other than that relating to the Group) contained in this joint announcement and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions (other than those expressed by the Directors) expressed in this joint announcement have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statements in this joint announcement misleading.

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (in relation to the information relating the Group only) and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this joint announcement (in relation to opinions expressed by the Directors only) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statement in this joint announcement misleading.

• For identification purpose only

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