<PAGE>
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
<PAGE>
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
<PAGE>
<TABLE>
<CAPTION>
% Shareholding in
No. of
issued share capital of
Shareholders
Communication Shares
TCL Communication
-------------------
--------------------
-----------------------
<S>
<C>
<C>
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%
</TABLE>
(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:
<TABLE>
<CAPTION>
% Shareholding in
No. of
issued share capital of
Shareholders
Communication Shares
TCL Communication
-------------------
--------------------
-----------------------
<S>
<C>
<C>
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%
</TABLE>
2
<PAGE>
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$0.10 per
share;
"Dividends Obligees"
shall mean TLC International, Cheerful,
Jasper and Mate Fair;
"Subscription
shall mean the subscription consideration
Consideration"
given by the Subscribers to TCL
Communication as set forth in the 3rd
column in Annex 1 hereof for the
subscription of the Communication Shares
pursuant to Article 6 hereof;
"Receivable Mobile
shall mean the Mobile Dividends which the
Dividends
Dividends Obligees are entitled to
receiving but have not yet received from
Huizhou TCL Mobile as at the date hereof,
and the amounts of the Receivable Mobile
Dividends of the Dividends Obligees are set
forth in the 3rd column of the Annex 1
hereof against their respective names;
"Mobile Dividends"
shall mean the dividends totaling
RMB1,458,700,219.40 declared by Huizhou TCL
Mobile to its shareholders in proportion to
their percentage of shareholders on March
8, 2004;
"Warranties"
shall mean the representations, warranties
and
3
<PAGE>
undertakings set forth in Annex 2 hereof.
"Business Day"
shall mean a day (other than a Saturday,
Sunday or public holiday) on which Hong
Kong licensed banks are open for general
business;
"Hong Kong"
shall mean the Hong Kong
Special Administrative Region of the
People's Republic of China;
"PRC"
shall mean the People's Republic of China,
excluding, for the purposes of this
Agreement, Hong Kong, Macau Special
Administrative Region of the People's
Republic of China and Taiwan;
"Hong Kong Dollars" or
shall mean the lawful currency of
"HK$"
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
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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
<PAGE>
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
