China Silver Technology Holdings Limited — Proxy Solicitation & Information Statement 2007

Dec 6, 2007

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect about this circular or as to the action to be taken, you should consult a licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in TC Interconnect Holdings Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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TC INTERCONNECT HOLDINGS LIMITED

*

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 515)

CONNECTED TRANSACTION IN RESPECT OF DISPOSAL OF PROPERTIES

AND NOTICE OF EXTRAORDINARY GENERAL MEETING

Independent financial adviser to the Independent Board Committee and the Independent Shareholders

FIRST SHANGHAI CAPITAL LIMITED

A letter from the board of directors of TC Interconnect Holdings Limited is set out on pages 3 to 8 of this circular.

A letter from the independent board committee containing its recommendation to the independent shareholders of TC Interconnect Holdings Limited is set out on page 9 of this circular. A letter from First Shanghai Capital Limited containing its advice to the independent board committee and independent shareholders of TC Interconnect Holdings Limited is set out on pages 10 to 17 of this circular.

A notice convening an extraordinary general meeting of TC Interconnect Holdings Limited to be held at 31st Floor, Aitken Vanson Centre, 61 Hoi Yuen Road, Kwun Tong, Kowloon, Hong Kong on Monday, 24 December 2007 at 2:30 p.m. is set out on pages 30 to 31 of this circular.

Whether or not you are able to attend the extraordinary general meeting, you are requested to complete and return the accompanying proxy form in accordance with the instructions printed thereon to the branch share registrars of TC Interconnect Holdings Limited in Hong Kong, Tricor Investor Services Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding of the extraordinary general meeting or any adjournment thereof (as the case may be). Completion and return of the proxy form shall not preclude you from attending and voting in person at the extraordinary general meeting or any adjournment thereof should you so desire.

• For identification purpose only

7 December 2007

CONTENTS

	Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
LETTER FROM THE INDEPENDENT BOARD COMMITTEE. . . . . . . . . . . . . .	9
LETTER FROM THE INDEPENDENT FINANCIAL ADVISER . . . . . . . . . . . . .	10
APPENDIX I – VALUATION REPORT. . . . . . . . . . . . . . . . . . . . . . . . . . . . .	18
APPENDIX II – GENERAL INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . .	24
NOTICE OF EXTRAORDINARY GENERAL MEETING. . . . . . . . . . . . . . . . . . .	30
Accompanying document(s):

– proxy form

– i –

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions have the following meanings:

“associates”	has the meaning ascribed thereto in the Listing Rules
“Board”	the board of Directors
“Company”	TC Interconnect Holdings Limited (stock code: 515), a
	company incorporated in the Cayman Islands with
	limited liability, the shares of which are listed on the
	Stock Exchange
“Connected person”	has the meaning ascribed to it in the Listing Rules
“Directors”	the directors of the Company
“Disposal”	the disposal of the Properties by the Company pursuant to
	the S&P Agreement
“EGM”	the extraordinary general meting of the Company to be
	convened to consider and, if thought fit, approve the
	Disposal and the transactions contemplated thereunder
“Group”	TC Interconnect Holdings Limited and its subsidiaries
“HK$”	Hong Kong dollars, the lawfully currency of the Hong
	Kong
“Hong Kong”	the Hong Kong Special Administrative Region of the
	People’s Republic of China
“Independent Board Committee”	an independent committee of the Board, comprising the
	independent Directors, established to advise the
	Independent Shareholders in relation to the Disposal
“Independent Financial Adviser”	First Shanghai Capital Limited, a licensed corporation for
or “First Shanghai”	Type 6 (advising on corporate finance) regulated
	activities under the Securities and Futures Ordinance,
	Chapter 571 of the laws of Hong Kong and the
	independent financial adviser appointed to advise the
	Independent Board Committee and the Independent
	Shareholders regarding the Disposal
“Independent Shareholders”	Shareholders other than Mr. Yeung and his associates

– 1 –

DEFINITIONS

“Latest Practicable Date”	4 December 2007, being the latest practicable date prior
	to the printing of this circular for ascertaining certain
	information contained in this circular
“Listing Rules”	the rules Governing the Listing of Securities on the Stock
	Exchange
“Mr. Yeung”	Mr. Yeung Hoi Shan, an executive Director and a
	substantial Shareholder (holding 179,000,000 Shares,
	representing approximately 74.58% in the issued share
	capital of the Company as at the Latest Practicable Date)
“Properties”	Flat B on 6th Floor, Tower 22 (Phase IVB), Ocean Vista
	Laguna Verde and Residential Car Parking Space No. 37,
	Level B1 Floor in the Garage, Laguna Grande (Phase
	IVA), Laguna Verde, No.8 Laguna Verde Avenue, Hung
	Hom, Kowloon, Hong Kong
“Purchaser”	Illumination Limited, a company incorporated under the
	laws of Hong Kong with limited liability, is wholly-
	owned by Mr. Yeung
“S&P Agreement”	a sale and purchase agreement dated 19 November 2007
	entered into between the Vendor and the Purchaser
“Share Offer”	the share offer of 60,000,000 shares in the Company at
	the price of HK$1.00 as described in the prospectus of the
	Company dated 12 June 2006
“Shareholder(s)”	holder(s) of shares of the Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Vendor”	Tat Chun Printed Circuit Board Company Limited, a
	company incorporated under the laws of Hong Kong with
	limited liability and a wholly-owned subsidiary of the
	Company
“%”	per cent
“sq.m.”	square metres

– 2 –

LETTER FROM THE BOARD

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TC INTERCONNECT HOLDINGS LIMITED

*

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 515)

Executive Directors: Yeung Hoi Shan Wong Wing Choi Pak Shek Kuen

Non-executive Directors: Li Jinxia Yeung Tai Hoi Cheung Kwok Ping Independent non-executive Directors: Cheung Sui Wing, Darius Ho Man Kay Wong Siu Fai, Albert

Registered office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Principal place of business in Hong Kong: 31/F., Aitken Vanson Centre 61 Hoi Yuen Road Kwun Tong Kowloon Hong Kong

7 December 2007

To the Shareholders

Dear Sir or Madam,

CONNECTED TRANSACTION IN RESPECT OF DISPOSAL OF PROPERTIES AND NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

On 20 November 2007, the Board announced that the Vendor, a wholly-owned subsidiary of the Company, entered into the S&P Agreement with the Purchaser, pursuant to which the Vendor conditionally agreed to sell and the Purchaser conditionally agreed to purchase the Properties at the total consideration of HK$14,400,000.

• For identification purpose only

– 3 –

LETTER FROM THE BOARD

The Purchaser is wholly-owned by Mr. Yeung, the substantial Shareholder and an executive Director, thus the Purchaser is a connected person of the Company. Accordingly, the Disposal constitutes a connected transaction for the Company under the Listing Rules. As the Consideration is more than HK$10,000,000 and the applicable percentage ratios for the Disposal are more than 2.5% but less than 5%, the Disposal is subject to the approval by the Independent Shareholders at the EGM.

The purpose of this circular is to give you details relating to, among other things, (i) further details of the Disposal, (ii) the advice of the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in relation to the Disposal, (iii) the recommendation of the Independent Board Committee to the Independent Shareholders in relation to the Disposal; (iv) a valuation report prepared by an independent property valuer in relation to the Properties; and (v) a notice convening the EGM at which resolution will be proposed to the Independent Shareholders to consider and, if thought fit, approve the S&P Agreement and the transactions contemplated thereunder and certain information as required by the Listing Rules.

THE S&P AGREEMENT

Date : 19 November 2007

• Vendor : Tat Chun PCB, a wholly-owned subsidiary of the Company Purchaser : Illumination Limited, a company wholly-owned by Mr. Yeung, the substantial Shareholder and an executive Director

Information of the Properties

The Properties consisted of:

• (a) Flat B on 6th Floor, Tower 22 (Phase IVB), Ocean Vista Laguna Verde, No.8 Laguna Verde Avenue, Hung Hom, Kowloon, Hong Kong which is a residential property with a gross floor area of approximately 151.80 sq.m.; and

• (b) Residential Car Parking Space No. 37, Level B1 Floor in the Garage, Laguna Grande (Phase IVA), Laguna Verde, No.8 Laguna Verde Avenue, Hung Hom, Kowloon, Hong Kong.

Consideration

The Consideration for the Disposal of HK$14,400,000 shall be payable to the Vendor in cash in the following manner:

1. a deposit of HK$720,000.00 has been paid by the Purchaser to the Vendor upon signing of the Agreement;

– 4 –

LETTER FROM THE BOARD

1. the remaining balance of HK$13,680,000 shall be paid by the Purchaser upon completion on or before 28 February 2008.

The Consideration has been determined after arm’s length negotiations between the parties with reference to the net book value of the Properties of HK$8,057,000 as at 31 December 2006 and the valuation of the Properties of HK$14,400,000 as at 19 November 2007 appraised by DTZ Debenham Tie Leung Limited and an independent valuer engaged by the Group.

Completion

The Completion is conditional upon:

• (a) the passing of the necessary resolution(s) by the Independent Shareholders in general meeting approving the S&P Agreement and the transactions contemplated thereunder in accordance with the requirements of the Listing Rules; and

• (b) all necessary waivers, consents, permits and approval (whether governmental, regulatory or otherwise, including those of the Stock Exchange) as may be required in respect of the S&P Agreement and the transactions contemplated thereunder having been obtained.

Subject to the fulfillment of the conditions set out above, Completion shall take place on or before 28 February 2008 (or such other date as the Vendor and the Purchaser may agree in writing).

If any of the conditions shall not have been satisfied on or before 28 February 2008 (or such other date as may be agreed by the Vendor and the Purchaser), the S&P Agreement shall terminate and none of the parties thereto shall have any claim whatsoever against the other party (save for any antecedent breaches of the terms thereof) provided that the Vendor shall return to the Purchaser the deposit (without interest) paid by it under the S&P Agreement forthwith.

As at the Latest Practicable Date, none of the above condition has been fulfilled.

REASONS FOR THE DISPOSAL

The Group principally engages in manufacturing and trading in printed circuit boards in Hong Kong and China.

At present, the Property is used and occupied by Mr. Yeung as director’s quarter. Having regard to the recent property market in Hong Kong, the Directors consider that the Disposal represents a good opportunity to realize a gain for the Disposal.

– 5 –

LETTER FROM THE BOARD

The terms of the S&P Agreement were arrived at after arm’s length negotiation and are on normal commercial terms. The Directors (including the independent non-executive Directors) consider that the terms of the S&P Agreement are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

USE OF PROCEEDS FROM THE DISPOSAL

The net proceeds of approximately HK$7,710,000 from the Disposal, after deducting the repayment of mortgage of approximately HK$6,050,000 and expenses of approximately HK$640,000 arising thereform will be use as working capital of the Group.

FINANCIAL EFFECTS OF THE DISPOSAL

With reference to the audited account of the Group for the year ended 31 December 2006, the net book value of the Properties was HK$8,057,000 as at 31 December 2006. It is estimated that the Disposal will result in a profit (before tax and expenses) of approximately HK$6,343,000 with reference to the net book value of the Properties as at 31 December 2006.

The Directors consider that there will be minimal impact on the cash flow positions of the Group and indeed the interest-bearing borrowings position can be reduced by approximately HK$6,050,000 as a whole upon completion of the Disposal.

GENERAL

The Purchaser is wholly-owned by Mr. Yeung, the substantial Shareholder and an executive Director, thus the Purchaser is a connected person of the Company. Accordingly, the Disposal constitutes a connected transaction for the Company under the Listing Rules. As the Consideration is more than HK$10,000,000 and the applicable percentage ratios for the Disposal are more than 2.5% but less than 5%, the Disposal is subject to the approval by the Independent Shareholders at the EGM, where voting must be taken by way of poll.

Since Mr. Yeung is the sole beneficial owner of the Purchaser, he and his associates will abstain from voting on the resolutions to be proposed to approve the Disposal at the EGM.

As at the Latest Practicable Date, Mr. Yeung and his associates are interested in 179,000,000 Shares, representing approximately 74.58% in the issued share capital of the Company.

INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISER

The Independent Board Committee, comprising all the independent non-executive Directors, has been established to advise the Independent Shareholders in respect of the terms of the S&P Agreement and the transactions contemplated thereunder. Your attention is drawn to the advice from the Independent Board Committee set out in their letter dated 7 December 2007 on page 9 of this circular.

– 6 –

LETTER FROM THE BOARD

First Shanghai has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the Disposal. The letter from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders, containing its advice and recommendations, is set out on pages 10 to 17 of this circular.

EGM

The notice of the EGM is set out on pages 30 to 31 of this circular. Whether or not you are able to attend the EGM, you are requested to complete and return the proxy form enclosed in this circular in accordance with the instructions printed thereon to the Company’s Hong Kong branch share registrars, Tricor Investor Services Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof. Completion and return of the proxy form shall not preclude you from attending and voting at the EGM or any adjournment thereof should you so wish but the authority of your proxy will be invalidated forthwith.

The result of the voting at the EGM will be announced by the Company following the conclusion thereof.

PROCEDURE BY WHICH A POLL MAY BE DEMANDED

Under the articles of association of the Company, at the EGM, a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) demanded by:

• (i) the chairman of the meeting; or

• (ii) at least five members present in person or by proxy and entitled to vote at the meeting; or

• (iii) any member or members present in person or by proxy and representing in aggregate not less than one-tenth of the total voting rights of all members having the right to attend and vote at the meeting; or

• (iv) any member or members present in person or by proxy and holding shares conferring a right to attend and vote at the meeting on which there have been paid up sums in the aggregate equal to not less than one-tenth of the total sum paid up on all shares conferring that right.

– 7 –

LETTER FROM THE BOARD

RECOMMENDATION

The Board considers that the S&P Agreement was entered into on normal commercial terms after arm’s length negotiation and the Disposal is not conducted in the ordinary and usual course of business of the Group because the Properties have been being occupied by Mr. Yeung as director’s quarter, but the terms of the S&P Agreement are fair and reasonable and in the interest of the Company and the Shareholders as a whole. Accordingly, the Directors recommend all the Independent Shareholders to attend and vote at the EGM in favour of the ordinary resolution to approve the S&P Agreement and the transactions contemplated thereunder as set out in the notice of the EGM at the end of this circular.

GENERAL

Your attention is drawn to the additional information set out in the appendice to this circular and the notice of the EGM.

Yours faithfully, For and on behalf of the Board TC Interconnect Holdings Limited Mr. Yeung Hoi Shan Chairman

– 8 –

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

The following is the text of a letter from the Independent Board Committee setting out its recommendation to the Independent Shareholders in relation to the Disposal.

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TC INTERCONNECT HOLDINGS LIMITED

*

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 515)

7 December 2007

To the Independent Shareholders

Dear Sir or Madam,

DISPOSAL OF PROPERTIES

We have been appointed as members for the Independent Board Committee to advise you in respect of the terms of the S&P Agreement and the transactions contemplated thereunder, details of which are set out in the letter from the Board in the circular of the Company dated 7 December 2007 (the “Circular”) to the Shareholders, of which this letter forms part. Unless the context otherwise requires, terms defined in the Circular shall have the same meanings when used in this letter.

Your attention is drawn to the advice of First Shanghai in respect of the Disposal as set out in the section “Letter from the Independent Financial Adviser” in the Circular.

RECOMMENDATION

Having taken into account the principal factors and reasons considered by First Shanghai regarding the Disposal and its conclusion and advice, we concur with the view of First Shanghai and consider the terms of the S&P Agreement are fair and reasonable and that the Disposal is in the interests of the Company and the Shareholders as a whole. We therefore recommend that the Independent Shareholders to approve the S&P Agreement and the transactions contemplated thereunder.

Yours faithfully,

For and on behalf of the

Independent Board Committee

Cheung Sui Wing, Darius Ho Man Kay Wong Siu Fai, Albert Independent Independent Independent non-executive Director non-executive Director non-executive Director

• For identification purpose only

– 9 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The following is the text of a letter of advice to the Independent Board Committee and the Independent Shareholders from the Independent Financial Adviser in respect of the terms of the sale and purchase agreement regarding the disposal of the properties which consist of a residential property and a residential car parking space prepared for the purpose of incorporation in this circular.

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FIRST SHANGHAI CAPITAL LIMITED

19th Floor, Wing On House 71 Des Voeux Road Central Hong Kong

7 December 2007

To the Independent Board Committee and the Independent Shareholders

TC Interconnect Holdings Limited 31st Floor Aitken Vanson Centre 61 Hoi Yuen Road Kwun Tong Kowloon Hong Kong

Dear Sirs,

CONNECTED TRANSACTION IN RESPECT OF DISPOSAL OF PROPERTIES

INTRODUCTION

We refer to our engagement as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the terms of the S&P Agreement, details of which are set out in the “Letter from the Board” contained in the circular dated 7 December 2007 (the “ Circular ”) to the Shareholders, of which this letter forms a part. Unless the context otherwise requires, capitalised terms used in this letter shall have the same meanings as those defined in the Circular.

The Board has announced that, on 19 November 2007, the Company, through its wholly-owned subsidiary, namely Tat Chun PCB, entered into the S&P Agreement with the Purchaser, pursuant to which the Vendor conditionally agreed to sell and the Purchaser conditionally agreed to purchase the Properties at the total consideration of HK$14,400,000.

– 10 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The Purchaser is wholly-owned by Mr. Yeung, the substantial Shareholder and an executive Director, thus, the Purchaser is a connected person of the Company. Accordingly, the Disposal constitutes a connected transaction for the Company under the Listing Rules. As the consideration is more than HK$10,000,000 and the applicable percentage ratios for the Disposal are more than 2.5% but less than 5%, the Disposal is subject to the approval by the Independent Shareholders at the EGM. Since Mr. Yeung is the sole beneficial owner of the Purchaser, Mr. Yeung and his associates are required to abstain from voting on the resolution to approve the Disposal at the EGM.

The Independent Board Committee, comprising all of the independent non-executive Directors, namely Mr. Cheung Sui Wing, Darius, Ms. Ho Man Kay and Mr. Wong Siu Fai, Albert, has been formed to consider the transactions contemplated under the S&P Agreement and to advise the Independent Shareholders on whether or not the terms of the S&P Agreement and transactions contemplated thereunder are in the interests of the Company and the Shareholders as a whole and are fair and reasonable so far as the Independent Shareholders are concerned. As the independent financial adviser to the Independent Board Committee and the Independent Shareholders, our role is to give an independent opinion to the Independent Board Committee and the Independent Shareholders as to (i) whether the entering into of the S&P Agreement has been conducted on normal commercial terms and in the ordinary and usual course of business of the Group; (ii) whether the entering into of the S&P Agreement is in the interests of the Company and the Shareholders as a whole; (iii) whether the terms of the Disposal are fair and reasonable so far as the interests of the Independent Shareholders are concerned; and (iv) how the Independent Shareholders should vote in respect of the resolution to approve the S&P Agreement and the transactions contemplated thereunder at the EGM.

BASIS OF OUR OPINION

In putting forth our opinion and recommendation, we have relied on the accuracy of the information and representations included in the Circular and provided, and opinion expressed to us by the Directors and the Company. We have assumed that all such information and representations made or referred to in the Circular and provided, and opinion expressed to us by the Directors and the Company were true, accurate and complete at the time they were made and continued to be true as at the date hereof. We have also assumed that all statements of belief, opinion and intention made by the Directors and the Company in the Circular were reasonably made after due enquiry. We have no reason to doubt the truth, accuracy and completeness of the information and representations provided to us by the Directors and the Company and the information contained in the Circular. We have also been advised by the Directors and the Company that no material facts have been withheld or omitted from the information provided and referred to in the Circular.

We have also relied on the information and representations provided by an independent valuer, namely DTZ Debenham Tie Leung Limited (the “Valuer”), regarding the valuation of the Properties as at 19 November 2007, the text of which is set out in the Appendix I to the Circular, and have assumed that the bases and assumptions made in determining the valuation of the Properties by the Valuer are fair and reasonable. We consider that we have reviewed

– 11 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

sufficient information to reach an informed view, to justify reliance on the accuracy of the information contained in the Circular and to provide a reasonable basis for our advice. We have not, however, conducted any independent verification of the information included in the Circular and provided to us by the Directors nor have we conducted any form of investigation into the Properties or the valuation of the Properties provided by the Valuer or the business, operations, financial condition, affairs or future prospects of the Group. We have taken the reasonable steps as required under Rule 13.80(2)(b) of the Listing Rules (including its annexed notes) in forming our opinion.

PRINCIPAL FACTORS AND REASONS CONSIDERED

In formulating our opinion and recommendation on the Disposal, we have taken into account, among other things, the following principal factors and reasons:

1. Background of the Group

The Group is principally engaged in manufacturing and trading in printed circuit boards in Hong Kong and China which are mainly applied in consumer electronics, computer peripherals and communications equipment.

Based on the annual report of the Company for the year ended 31 December 2006 (the “Annual Report 2006”), the Group had recorded consolidated turnover and net profit of approximately HK$613.2 million and HK$39.1 million respectively for the year ended 31 December 2006, representing respective increases of approximately 23.7% and 4.8% over that of approximately HK$495.6 million and HK$37.3 million in previous financial year. In addition, with reference to the interim report of the Company for the six months ended 30 June 2007 (the “Interim Report 2007”), the Group had unaudited consolidated turnover and net profit of approximately HK$340.0 million and HK$26.3 million respectively during such period. As at 30 June 2007, the Group had net asset value, net current assets, bank balances and cash (including pledged bank deposits) and total interest-bearing borrowings (including obligations under finance leases) of approximately HK$260.2 million, HK$51.5 million, HK$57.3 million and HK$278.4 million respectively.

2. The Properties

As set out in the “Letter from the Board” in the Circular, the Disposal involves disposal of the properties consisting of a residential property and a residential car parking space, details of which are as follows:

• (i) Flat B on 6th Floor, Tower 22 (Phase IVB), Ocean Vista Laguna Verde, No. 8 Laguna Verde Avenue, Hung Hom, Kowloon, Hong Kong which is a residential property with a gross floor area of approximately 151.80 sq.m.; and

• (ii) residential Car Parking Space No. 37, Level B1 Floor in the Garage, Laguna Grande (Phase IVA), Laguna Verde, No. 8 Laguna Verde Avenue, Hung Hom, Kowloon, Hong Kong.

– 12 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Given that (i) the net book value of the Properties was approximately HK$8,057,000 as recorded in the consolidated financial statements of the Group as at 31 December 2006; and (ii) the valuation of the Properties was HK$14,400,000 as at 19 November 2007 appraised by the Valuer who is an independent valuer engaged by the Group, the Directors have expected that the Disposal will result in a gain on the Disposal (before tax and expenses) of approximately HK$6,343,000.

The property market in Hong Kong

According to the “Hong Kong Property Review 2007” published by the Rating and Valuation Department of the Government of Hong Kong, Laguna Verde was included as one of the “selected popular residential developments” for analysis purpose. We set out below the breakdown of the price indices for the selected popular developments located in urban area in Hong Kong by quarters (1999 = 100):

	First	Second	Third	Fourth
	Quarter	Quarter	Quarter	Quarter	Overall
2005*	–	–	–	–	102.4
2006	–	102.8	101.6	101.3	101.9
2007	103.2	106.5	110.3	–	106.7

Price indices for selected popular developments in urban area

(1999 = 100)

==> picture [352 x 102] intentionally omitted <==

Source: The Rating and Valuation Department of the Government of Hong Kong

• The quarterly data for the price indices were not published

– 13 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

As shown in the above chart, the price indices for selected popular developments located in urban area increased from 103.0 in April 2006 to 111.8 in September 2007, representing a growth rate of approximately 8.5%. The Directors consider that it shall be the right time for the Company to realize the expected gain on its investment in the Properties, so as to more focus on its core manufacturing activities with the additional cash resources to be received from the Disposal.

3. Reasons for and benefits of the Disposal

The Company has traditionally engaged in the supply of printed circuit boards in Hong Kong and China. With reference to the Annual Report 2006, the Group’s turnover amounted to approximately HK$613.2 million for the year ended 31 December 2006, representing an increase of approximately 23.7% when compared to that of approximately HK$495.6 million for the previous financial year. The Directors believe that the Group had been able to capture the growing demand and achieved steady business growth mainly due to the rising popularity of mobile application of consumer electronics and high quality of the Group’s products.

At present, the Properties are being used and occupied by Mr. Yeung as director’s quarter. Having regard to the recent property market in Hong Kong, the Directors consider that the Disposal represents a good opportunity to realize a gain on the Disposal of approximately HK$6,343,000 and that the Disposal will provide additional resources for the Group to focus on its core business, thereby improving the operating profit and the net asset value of the Group.

The net proceeds of approximately HK$7,710,000 from the Disposal, after deducting the repayment of mortgage of approximately HK$6,050,000 and expenses of approximately HK$640,000 arising therefrom will be used as working capital of the Group.

Based on the above, we concur with the Directors’ view that the Group could lock in the gain on the Disposal of approximately HK$6.3 million, while there would not be material adverse impact on the Group’s business operation by discarding the Properties because they are not being engaged in its core manufacturing activities of printed circuit boards. Therefore, we are of the view that such Disposal is not conducted in the ordinary and usual course of business of the Group because the Properties have been being occupied by Mr. Yeung as director’s quarter, but is fair and reasonable in so far as the Independent Shareholders are concerned and is in the interests of the Company and the Shareholders as a whole.

4. The S&P Agreement

Principal terms of the S&P Agreement

On 19 November 2007, the Company, through its wholly-owned subsidiary, Tat Chun PCB, entered into the S&P Agreement with the Purchaser, pursuant to which the Vendor conditionally agreed to sell and the Purchaser conditionally agreed to purchase the

– 14 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Properties at the total consideration of HK$14,400,000. As stated in the “Letter from the Board” of the Circular, the consideration for the Disposal is HK$14,400,000 which shall be satisfied in cash by the Vendor in the following manner:

• (a) a deposit of HK$720,000 has been paid by the Purchaser to the Vendor upon signing of the S&P Agreement; and

• (b) the remaining balance of HK$13,680,000 shall be paid by the Purchaser upon completion on or before 28 February 2008.

Basis for determination of the consideration

The consideration has been determined after arm’s length negotiations between the parties with reference to the net book value of the Properties of approximately HK$8,057,000 as at 31 December 2006 and the valuation of the Properties of HK$14,400,000 as at 19 November 2007 appraised by the Valuer independently engaged by the Group. As disclosed in the valuation report on the Properties as set out in the Appendix I to the Circular, the Valuer has valued the Properties by adopting a direct comparison approach and made reference to comparable sales transactions available in the relevant market to that of the Properties. On this basis, we are of the view that the basis for determination of the consideration are fair and reasonable and the terms of the S&P Agreement are on normal commercial terms, fair and reasonable in so far as the Independent Shareholders are concerned and in the interests of the Company and the Shareholders as a whole.

Completion

The completion of the Disposal is conditional upon:

• (a) the passing of the necessary resolution by the Independent Shareholders in general meeting approving the S&P Agreement and the transactions contemplated thereunder in accordance with the requirements of the Listing Rules; and

• (b) all necessary waivers, consents, permits and approval (whether governmental, regulatory or otherwise, including those of the Stock Exchange) as may be required in respect of the S&P Agreement and the transactions contemplated thereunder having been obtained.

Subject to the fulfillment of the conditions set out above, completion of the Disposal shall take place on or before 28 February 2008 (or such other date as the Vendor and the Purchaser may agree in writing).

If any of the conditions shall not have been satisfied on or before 28 February 2008 (or such other date as may be agreed by the Vendor and the Purchaser), the S&P Agreement shall terminate and none of the parties thereto shall have any claim

– 15 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

whatsoever against the other party (save for any antecedent breaches of the terms thereof) provided that the Vendor shall return to the Purchaser the deposit (without interest) paid by it under the S&P Agreement forthwith.

Having considered the above analysis, in particular that (i) the valuation methodology was adopted by the Valuer by using direct comparison approach and making reference to comparable transactions in the locality as available in the relevant market; and (ii) the Company is expected to result in a gain on the Disposal of approximately HK$6,343,000 by taking into account of the net book value of the Properties of approximately HK$8,057,000 as at 31 December 2006, we are of the view that the Disposal and the terms of the S&P Agreement (including the payment terms) are on normal commercial terms, fair and reasonable in so far as the Independent Shareholders are concerned and in the interests of the Company and the Shareholders as a whole.

5. Possible financial effects of the Disposal on the Group

Earnings

As mentioned in the “Letter from the Board” of the Circular, upon completion of the Disposal, the Company is expected to realize a gain on the Disposal of approximately HK$6,343,000, being the difference between the consideration of HK$14,400,000 and the net book value of the Properties of approximately HK$8,057,000 as at 31 December 2006.

Net asset value

According to the Interim Report 2007, the unaudited consolidated net asset value of the Group was approximately HK$260,150,000 as at 30 June 2007. After the Disposal, it is expected that the net asset value of the Group will increase by the net gain on the Disposal of approximately HK$6,343,000 as stated above.

Working capital

Based on the Interim Report 2007, the Group had unaudited current assets of approximately HK$403,862,000 and current liabilities of approximately HK$352,373,000 as at 30 June 2007. This represents a current ratio of approximately 1.15 times (which is calculated as total current assets divided by total current liabilities of the Group). The Disposal would have resulted in an increase in net current assets by approximately HK$7,710,000 after deducting the repayment of mortgage of approximately HK$6,050,000 and expenses of approximately HK$640,000. Consequently, the current ratio would go up slightly to approximately 1.17 times.

– 16 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Gearing

Based on the unaudited consolidated balance sheet of the Group as at 30 June 2007, the Group had interest-bearing borrowings and obligations under finance leases in aggregate of approximately HK$278,366,000, representing a gearing ratio (being calculated as total interest-bearing borrowings and obligations under finance leases to be divided by the net asset value of the Group) of approximately 107.0% thereof. The repayment of mortgage of approximately HK$6,050,000 and the increase in net asset value of HK$6,343,000 would slightly reduce the gearing ratio to approximately 102.2%. Should any part of the net proceeds from the Disposal be utilised for settlement of the Group’s interest-bearing borrowings, its gearing position would further be reduced.

RECOMMENDATION

Having considered the above principal factors and reasons, we are of the opinion that the Disposal is not conducted in the ordinary and usual course of business of the Group because the Properties have been being occupied by Mr. Yeung as director’s quarter, but is in the interests of the Company and the Shareholders as a whole and that the entering into of the S&P Agreement is in line with the business strategy of the Group, the terms of the Disposal are on normal commercial terms and fair and reasonable in so far as the Independent Shareholders are concerned. Accordingly, we advise the Independent Board Committee to recommend the Independent Shareholders to vote in favour of the ordinary resolution to be proposed at the EGM to approve the Disposal and the transactions contemplated thereunder.

Yours faithfully, For and on behalf of

First Shanghai Capital Limited

Helen Zee Eric Lee Director Executive Director

Managing Director

– 17 –

APPENDIX I

VALUATION REPORT

The following is the text of a letter and valuation certificate, prepared for the purpose of incorporation in this circular and received from DTZ Debenham Tie Leung Limited, an independent property valuer, in connection with the valuation as at 19 November 2007 of the Properties.

==> picture [56 x 54] intentionally omitted <==

DTZ Debenham Tie Leung Limited 10th Floor Jardine House 1 Connaught Place Central Hong Kong

7 December 2007

The Directors TC Interconnect Holdings Limited 31/F, Aitken Vanson Centre 61 Hoi Yuen Road Kwun Tong Kowloon

Dear Sirs,

• Re: (1) Flat B on 6th Floor of Tower 22 (Phase IVB), Ocean Vista, Laguna Verde, No. 8 Laguna Verde Avenue, Hung Hom, Kowloon.

• (2) Residential Car Parking Space No. 37, Level B1 Floor in the Garage, Laguna Grande (Phase IVA), Laguna Verde, No. 8 Laguna Verde Avenue, Hung Hom, Kowloon.

INSTRUCTIONS

We refer to your instructions for us to carry out market valuations of the captioned properties which are held by TC Interconnect Holdings Limited (hereinafter referred to as the “Company”) or its subsidiaries (together referred to as the “Group”) for the purpose of reference upon disposal. We confirm that we have carried out inspection, made relevant enquiries and searches and obtained such further information as we consider necessary for the purpose of providing you with our opinion of the values of the properties as at 19 November 2007 (the “date of valuation”).

BASIS OF VALUATION AND ASSUMPTIONS

Our valuation of each property represents its market value which in accordance with the Valuation Standards on Properties of the Hong Kong Institute of Surveyors is defined as “the estimated amount for which a property should exchange on the date of valuation between a willing buyer and a willing seller in an arm’s-length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and without compulsion”.

– 18 –

APPENDIX I

VALUATION REPORT

Our valuation of each property excludes an estimated price inflated or deflated by special terms or circumstances such as atypical financing, sale and leaseback arrangement, special considerations or concessions granted by anyone associated with the sale, or any element of special value.

No allowance has been made in our valuations for any charges, mortgages or amounts owing on the properties nor any expenses or taxation which may be incurred in effecting a sale. Unless otherwise stated, it is assumed that the properties are free from encumbrances, restrictions and outgoings of any onerous nature which could affect their values.

VALUATION METHODOLOGY

Our valuation of each property is prepared in accordance with the Valuation Standards on Properties of the Hong Kong Institute of Surveyors and in compliance with Chapter 5 of the Listing Rules published by the Stock Exchange of Hong Kong Limited.

We have valued each of the properties by direct comparison approach assuming sale of the property in its existing state with the benefit of immediate vacant possession and by making reference to comparable sales transactions as available in the relevant market.

SOURCE OF INFORMATION

We have relied to a very considerable extent on the information given by you and have accepted advice given to us on such matters as planning approvals, statutory notices, easements, tenure and identification of property, particulars of occupancy, floor area and all other relevant matters. Dimensions and measurements are based on the copies of documents or other information provided to us by you and are therefore only approximations. No on-site measurement has been carried out.

We have no reason to doubt the truth and accuracy of the information provided to us by you which is material to the valuation. We were also advised by you that no material facts have been omitted from the information provided.

TITLE INVESTIGATION

We have not been provided with copies of the title documents relating to the properties but have caused searches to be made at the Land Registry. However, we have not searched the original documents to verify ownership or to ascertain any amendments. All documents have been used for reference only and all dimensions, measurements and areas are approximate.

PROPERTY INSPECTION

We have inspected the exterior of the property. However, no structural survey has been made, but in the course of our inspection, we did not note any serious defects. We are not, however, able to report whether the property is free of rot, infestation or any other structural defects. No test was carried out on any of the services.

– 19 –

VALUATION REPORT

APPENDIX I

REPORT

We enclose herewith our summary of valuations and valuation certificates.

Yours faithfully,

For and on behalf of

DTZ Debenham Tie Leung Limited

K. B. Wong

Registered Professional Surveyor (General Practice Division)

M.R.I.C.S., M.H.K.I.S. Director

• Note: Mr. K. B. Wong is a Registered Professional Surveyor who has over 23 years of experience in valuation of properties in Hong Kong.

– 20 –

VALUATION REPORT

APPENDIX I

SUMMARY OF VALUATIONS

Property Properties held and occupied by the Group in Hong Kong 1. Flat B on 6th Floor of Tower 22 (Phase IVB), Ocean Vista, Laguna Verde, No. 8 Laguna Verde Avenue, Hung Hom, Kowloon 2. Residential Car Parking Space No. 37, Level B1 Floor in the Garage, Laguna Grande (Phase IVA), Laguna Verde, No. 8 Laguna Verde Avenue, Hung Hom, Kowloon Total:	Capital value in existing state as at 19 November 2007 HK$ 13,600,000 800,000
	14,400,000

– 21 –

APPENDIX I

VALUATION REPORT

VALUATION CERTIFICATE

Properties held and occupied by the Group in Hong Kong

				Capital value in
			Particulars of	existing state as at
	Property	Description and tenure	occupancy	19 November 2007
1.	Flat B on 6th	The property comprises a	The property is	HK$13,600,000
	Floor of Tower 22	residential unit on the 6th floor	occupied by the
	(Phase IVB),	of a 26-storey residential	Group as director’s
	Ocean Vista,	building completed in 2001.	quarters.
	Laguna Verde,
	No. 8 Laguna	The property has a total gross
	Verde Avenue,	floor area of approximately
	Hung Hom,	151.80 sq.m. (1,634 sq.ft.).
	Kowloon
		The property is held from the
	99/534325th parts	Government under Conditions of
	or shares of and in	Exchange No. UB12345 for a
	Kowloon Inland	term of years from 4 April 1995
	Lot No. 11056	to 30 June 2047. The current
		Government rent payable for the
		property is an amount equal to
		3% of the rateable value for the
		time being of the property per
		annum.

Notes:

• (1) The registered owner of the property is Tat Chun Printed Circuit Board Company Limited.

• (2) The property is subject to a mortgage to secure all moneys in respect of general banking facilities in favour of Hang Seng Bank Limited.

• (3) The property is currently zoned for “Residential (Group B) 2” purpose under Hung Hom Outline Zoning Plan No. S/K9/20 dated 16 November 2007.

– 22 –

VALUATION REPORT

APPENDIX I

VALUATION CERTIFICATE

Properties held and occupied by the Group in Hong Kong

				Capital value in
			Particulars of	existing state as at
	Property	Description and tenure	occupancy	19 November 2007
2.	Residential Car	The property comprises a car	The property is	HK$800,000
	Parking Space No.	parking space on the first	occupied by the
	37, Level B1 Floor	basement within the car park	Group as car park.
	in the Garage,	podium of a residential
	Laguna Grande	development completed in 2001.
	(Phase IVA),
	Laguna Verde,	The property is held from the
	No. 8 Laguna	Government under Conditions of
	Verde Avenue,	Exchange No. UB12345 for a
	Hung Hom,	term of years from 4 April 1995
	Kowloon	to 30 June 2047. The current
		Government rent payable for the
	12/534325th shares	property is an amount equal to
	of and in	3% of the rateable value for the
	Kowloon Inland	time being of the property per
	Lot No. 11056	annum.

Notes:

• (1) The registered owner of the property is Tat Chun Printed Circuit Board Company Limited.

• (2) The property is subject to a mortgage to secure all moneys in respect of general banking facilities in favour of Hang Seng Bank Limited.

• (3) The property is currently zoned for “Residential (Group B) 2” purpose under Hung Hom Outline Zoning Plan No. S/K9/20 dated 16 November 2007.

– 23 –

GENERAL INFORMATION

APPENDIX II

1. RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts the omission of which would make any statement herein misleading.

2. DISCLOSURE OF INTERESTS

(a) Directors and chief executive

Interests in securities

As at the Latest Practicable Date, the Company was notified of the following interests and short positions of the Directors and chief executive of the Company in the shares, underlying shares and debentures of the Company and its associated corporation(s) (within the meaning of Part XV of the SFO):

		Number of	Approximate
		Shares	percentage of
Name of Director	Nature of interest	(long position)	shareholding
Mr. Yeung	Beneficial owner	179,000,000	74.58%
Mr. Wong Wing Choi	Beneficial owner	1,000,000	0.42%

Interests in underlying Shares pursuant to share options

		No. of
		Shares
	Nature of	Options		Subscription
Name of Director	interest	granted	Date of grant	price
				(HK$)
Mr. Yeung	personal	2,000,000	3 July 2007	1.52
Mr. Wong Wing Choi	personal	2,000,000	3 July 2007	1.52
Mr. Pak Shek Kuen	personal	2,000,000	3 July 2007	1.52
Madam Li Jin Xia	personal	1,000,000	3 July 2007	1.52
Mr. Yeung Tai Hoi	personal	200,000	3 July 2007	1.52
Mr. Cheung Sui Wing,	personal	200,000	3 July 2007	1.52
Darius

– 24 –

APPENDIX II

GENERAL INFORMATION

		No. of
		Shares
	Nature of	Options		Subscription
Name of Director	interest	granted	Date of grant	price
				(HK$)
Ms. Ho Man Kay	personal	200,000	3 July 2007	1.52
Mr. Wong Siu Fai, Albert	personal	200,000	3 July 2007	1.52

Save as disclosed above, as at the Latest Practicable Date,

• (i) none of the Directors or chief executive of the Company held any interests or short positions in the shares, underlying shares or debentures of the Company or any of its associated corporation(s) (within the meaning of Part XV of the SFO) which were required to be notified to the Company and the Stock Exchange pursuant to the provisions of Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO) or were required, pursuant to section 352 of the SFO, to be entered in the register referred to therein or were required, pursuant to the Model Code for Securities Transactions by Directors of Listed Companies of the Listing Rules, to be notified to the Company and the Stock Exchange; and

• (ii) none of the Directors had any direct or indirect interests in any assets which have since 31 December 2006 (being the date to which the latest published audited accounts of the Company were made up) been acquired or disposed of by or leased to any member of the Group, or are proposed to be acquired or disposed of by or leased to any member of the Group.

In addition, save as disclosed in this circular, none of the Directors is materially interested in any contracts or arrangements subsisting at the date of this circular which is significant in relation to the business of the Group.

– 25 –

GENERAL INFORMATION

APPENDIX II

(b) Substantial shareholders

As at the Latest Practicable Date, so far as is known to the Directors and the chief executive of the Company, the following persons (other than a Director or chief executive of the Company) had an interest or short position in the Shares and underlying Shares which fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO:

Interest in securities

			Approximate
		Number	percentage
Name	Nature of interest	of Shares	shareholding
			(%)
Ms. Zhao Man QiNote 1	Interest of spouse	179,000,000	74.58
Hallgain Management	Interest of	23,760,000	9.9
LimitedNote 2	controlled
	corporation
Jamplan (BVI) LimitedNote 2	Interest of	23,760,000	9.9
	controlled
	corporation
Kingboard Chemical	Interest of	23,760,000	9.9
Holdings LimitedNote 2	controlled
	corporation
Kingbaord Investments	Beneficial	23,760,000	9.9
LimitedNote 2
Full Prosper CorporationNote 3	Beneficial	15,000,000	6.25
Mr. Lam Man ChanNote 3	Interest of	15,000,000	6.25
	controlled
	corporation

Notes:

• (1) Ms. Zhao Man Qi, being the spouse of Mr. Yeung, is deemed to be interested in these Shares under the SFO.

(2) Kingboard Investments Limited is a wholly-owned subsidiary of Jamplan (BVI) Limited which in turn is a wholly-owned subsidiary of Kingboard Chemical Holdings Limited, Hallgain Management Limited owns 30.94% interest in Kingboard Chemical Holdings Limited.

• (3) Full Prosper Corporation is wholly-owned by Mr. Lam Man Chan.

– 26 –

GENERAL INFORMATION

APPENDIX II

Interests in underlying Shares pursuant to share options

		Number
		of share
	Nature of	options		Subscription
Name	interest	granted	Date of grant	price
				(HK$)
Ms. Zhao Man Qi_Note_	Interest of	2,000,000	3 July 2007	1.52
	spouse

Note: The above share options were held by Mr. Yeung, the spouse of Ms. Zhao Man Qi and as such, she was deemed to be interested in such share options under the SFO.

Save as disclosed above, the Directors and the chief executive of the Company are not aware that there is any persons (other than a Director or chief executive of the Company) who, as at the Latest Practicable Date, had an interest or short position in the Shares or underlying Shares which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or, who were, directly or indirectly, interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any other member of the Group or in any options in respect of such capital.

3. LITIGATION

No member of the Group is engaged in any litigation or claims of material importance and no litigation or claims of material importance is known to the Directors to be pending or threatened by or against any member of the Group.

4. SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors had any existing or proposed service contracts with the Company or any of its subsidiaries other than contracts expiring or determinable by the Group within one year without payment of compensation (other than statutory compensation).

5. COMPETING INTERESTS

As at the Latest Practicable Date, none of the Directors or their respective associate(s) was interested in any business which competes or is likely to compete, either directly or indirectly, with the business of the Group.

6. MATERIAL ADVERSE CHANGE

As at the Latest Practicable Date, the Directors were not aware of any material adverse change in the financial or trading position of the Group since 31 December 2006, being the date to which the latest published audited accounts of the Company were made up.

– 27 –

GENERAL INFORMATION

APPENDIX II

7. EXPERTS AND CONSENTS

The following is the qualifications of the experts who have given opinions which are contained in this circular:

Names

Qualifications

First Shanghai Capital Limited

A licensed corporation to carry on Type 6 (advising on corporate finance) regulated activity for the purpose of Securities and Futures Ordinance, Chapter 571 of the laws of Hong Kong

DTZ Debenham Tie Leung Limited

Property Valuer

As at the Latest Practicable Date, each of First Shanghai and DTZ Debenham Tie Leung Limited:

• (a) had no direct or indirect interest in any assets which have since 31 December 2006 (being the date to which the latest published audited accounts of the Company were made up) been acquired or disposed of by or leased to any member of the Group, or are proposed to be acquired or disposed of by or leased to any member of the Group; and

• (b) had no shareholding in any member of the Group or the right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group.

Each of First Shanghai and DTZ Debenham Tie Leung Limited has given and have not withdrawn its written consent to the issue of this circular with the inclusion herein of its report or letter, as the case may be, and reference to it name in the form and context in which it appear.

8. MISCELLANEOUS

• (a) The secretary and the qualified accountant of the Company appointed pursuant to Rule 3.24 of the Listing Rules is Mr. Pak Shek Kuen, who is a fellow member of the Chartered Association of Certified Accountants and an associate member of Hong Kong Institute of Certified Public Accountants.

• (b) The registered office of the Company is situate at Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands. The head office and principal place of business of the Company is situate at 31/F., Aitken Vanson Centre, 61 Hoi Yuen Road, Kwun Tong, Kowloon, Hong Kong.

– 28 –

GENERAL INFORMATION

APPENDIX II

• (c) The Hong Kong branch share registrar and transfer office of the Company is Tricor Investor Services Limited of 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong.

• (d) The English text of this circular shall prevail over the Chinese text in case of inconsistency.

9. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection at the principal place of business of the Company in Hong Kong, 31/F., Aitken Vanson Centre, 61 Hoi Yuen Road, Kwun Tong, Kowloon, Hong Kong during normal business hours on any business day (except public holidays) from the date of this circular up to and including 24 December 2007:

• (a) the letter from the Independent Board Committee to the Independent Shareholders, the text of which is set out on page 9 of this circular;

• (b) the letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders, the text of which is set out on pages 10 to 17 of this circular;

• (c) the written consents refereed to in the section headed “Experts and Consents” in paragraph 7 of this appendix; and

• (d) the S&P Agreement.

– 29 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

==> picture [52 x 34] intentionally omitted <==

TC INTERCONNECT HOLDINGS LIMITED

*

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 515)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of TC Interconnect Holdings Limited (the “Company”) will be held at 31/F., Aitken Vanson Centre, 61 Hoi Yuen Road, Kwun Tong, Kowloon, Hong Kong on Monday, 24 December 2007 at 2:30 p.m. for the purpose of considering and, if thought fit, to pass the following resolution as ordinary resolution of the Company:

ORDINARY RESOLUTION

“ THAT :

• (A) the conditional agreement dated 19 November 2007 (the “S&P Agreement”) entered into between Tat Chun Printed Circuit Board Company Limited (as vendor), a wholly-owned subsidiary of the Company and Illumination Limited (as purchaser), a wholly-owned subsidiary of Mr. Yeung Hoi Shan (the substantial shareholder and a director of the Company) in relation to the disposal (“Disposal”) of the properties (a copy of the S&P Agreement has been produced to the meeting marked “A” and initialed by the Chairman of the meeting for the purposed of identification) and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified; and

• (B) the directors of the Company (“Director”) be and are hereby authorised to do all such acts and things, to sign and execute all such further documents and to take such steps as the Directors may in their absolute discretion consider necessary, appropriate, desirable or expedient to implement and/or give effect to or in connection with the S&P Agreement and the transactions contemplated thereunder.”

By Order of the Board Mr. Yeung Hoi Shan

Chairman

Hong Kong, 7 December 2007

• For identification purpose only

– 30 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

Principal place of business in Hong Kong: Registered office: 31/F., Aitken Vanson Centre Cricket Square 61 Hoi Yuen Road Hutchins Drive Kwun Tong P.O. Box 2681 Kowloon Grand Cayman Hong Kong KY1-1111 Cayman Islands

Notes:

1. A member of the Company entitled to attend and vote at the meeting convened by the above notice is entitled to appoint another person(s) as his/her proxy to attend and vote instead of him/her. In the case of a recognised clearing house, it may authorise such person(s) as it thinks fit to act as its representative(s) at the meeting and vote in its stead. A proxy need not be a member of the Company.

2. In order to be valid, the proxy form together with a power of attorney or other authority, if any, under which it is signed or a certified copy of such power or authority must be deposited at the branch share registrars of the Company in Hong Kong, Tricor Investor Services Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof (as the case may be).

3. Completion and return of the proxy form shall not preclude a member of the Company from attending and voting in person at the meeting or any adjournment thereof if he so desires and, in such event, the instrument appointing a proxy shall be deemed to have been revoked.

4. Where there are joint holders of any share, any one of such holders may vote at the meeting either personally or by proxy in respect of such share as if he/she were solely entitled to vote; but if more than one of such joint holders be present at the meeting in person or by proxy, then the one of such holders whose name stands first on the register of members in respect of such share shall alone be entitled to vote in respect thereof.

Note : In case of inconsistency, the English version shall prevail.

– 31 –