Tonly Electronics : JOINT ANNOUNCEMENT PURSUANT TO RULE 3.8 OF THE TAKEOVERS CODE

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.

TCL Industries Holdings Co., Ltd.* TONLY ELECTRONICS HOLDINGS LIMITED

（TCL實業控股股份有限公司）	通 力 電 子 控 股 有 限 公 司
(Incorporated in the PRC with limited liability)	(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 PURSUANT TO

RULE 3.8 OF THE TAKEOVERS CODE

This joint announcement is jointly made by TCL Industries Holdings Co., Ltd.*（TCL實 業控股股份有限公司）(the "Purchaser"), T.C.L. Industries Holdings (H.K.) Limited (the

"Offeror") and Tonly Electronics Holdings Limited (the "Company") pursuant to Rule 3.8 of The Codes on Takeovers and Mergers and Share Buy-backs (the "Takeovers Code").

Reference is made to the joint announcement (the "Announcement") dated 2 October 2019 jointly issued by the Purchaser, the Offeror, and the Company in relation to, among others, the mandatory conditional cash 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.

NUMBER OF RELEVANT SECURITIES OF THE PURCHASER

As at 16 October 2019, the Purchaser has a total of 6,450,000,000 ordinary shares in issue. Save for the aforesaid, the Purchaser has no other relevant securities (as defined under Note 4 to Rule 22 of the Takeovers Code) as at the date hereof.

NUMBER OF RELEVANT SECURITIES OF THE OFFEROR

As at 16 October 2019, the Offeror has a total of 1,541,971,690 ordinary shares in issue. Save for the aforesaid, the Offeror has no other relevant securities (as defined under Note 4 to Rule 22 of the Takeovers Code) as at the date hereof.

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UPDATE OF NUMBER OF RELEVANT SECURITIES OF THE COMPANY

The Board wishes to announce that on 16 October 2019, 24,000 new Shares were allotted and issued pursuant to the exercise of 24,000 Share Options granted under the Share Option Scheme at an exercise price of HK$4.05 per Share Option,.

As at 16 October 2019 (after allotment and issuance of the Shares as described above), the Company has a total of (i) 268,688,369 Shares in issue; (ii) 33,171,400 outstanding Share Options; and (iii) 4,488,127 Awarded Shares. Save for the aforesaid, the Company has no other relevant securities (as defined under Note 4 to Rule 22 of the Takeovers Code) as at the date hereof.

DEALING DISCLOSURE

Pursuant to Rule 3.8 of the Takeovers Code, the associates (which include, among others, any person who owns or controls 5% or more of any class of relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code)) of the Company, the Purchaser and the Offeror are hereby reminded to disclose their dealings in any securities of the Company pursuant to the requirements of the Takeovers Code.

If the total number of Offer Shares in respect of the valid acceptances which the Offeror has received at or before 4:00 pm on the first Closing Date (or such other time as the Purchaser and the Offeror may, subject to the Takeovers Code, decide) under the Mandatory General Offer, together with the Shares acquired before or during the Share Offer, does not result in the Offeror and parties acting in concert with it holding more than 50% of the voting rights of the Company, the Mandatory General Offer will not become unconditional. Shareholders, Optionholders and potential investors of the Company are advised to exercise caution when dealing in the Shares. If Shareholders and potential investors are in any doubt about their position, they should consult their own professional advisers.

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	Chairperson
By order of the board of
T.C.L. Industries Holdings (H.K.) Limited
LI Dongsheng
Director
Hong Kong, 16 October 2019

• For identification purpose only

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As at the date of this 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 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.

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.

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