Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited
takes no responsibility for the contents of this 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 announcement.
TPV TECHNOLOGY LIMITED
(Incorporated in Bermuda with limited liability)
(Stock Code: 903)
INSIDE INFORMATION
NEW TRADEMARK LICENSING AGREEMENT
IN RELATION TO PHILIPS TV IN EUROPE AND
CERTAIN SOUTH AMERICAN COUNTRIES
This announcement is made pursuant to Rule 13.09 of the Rules Governing the Listing of
Securities on The Stock Exchange of Hong Kong Limited and Part XIVA of the Securities and
Futures Ordinance (Chapter 571, Laws of Hong Kong).
Reference is made to the announcements of the Company dated 9 November 2011 and 2 April
2012, and circular of the Company dated 23 December 2011 in relation to the trademark
licence agreement with Philips whereby Philips agreed to grant an exclusive right to TP Vision
and its affiliates in relation to the use of the Philips trademarks on TVs worldwide, other than
the PRC, India, the US, Canada, Mexico and certain South American countries.
The Directors are pleased to announce that on 30 December 2016, TP Vision, the Company’s
wholly-owned subsidiary, the Company and Philips agreed to terminate the 2012 Trademark
Licence Agreement as from 1 January 2017 and enter into the TMLA whereby Philips has
agreed to grant an exclusive right and license to TP Vision and its affiliates from 1 January
2017 until 31 December 2020 by means of which TP Vision and its affiliates can use the Philips
Trademark in the Territory, including the right and license to develop, assemble and
manufacture outside the Territory for sales, marketing and distribution in the Territory, in
relation to the Scope Products.
The entering into of the TMLA offers a valuable opportunity for the Company to continue to
develop the Scope Products in the Territory leveraging its strong sales and distribution
channel and to maintain its long term business relationship with Philips.
The principal terms of the TMLA are summarized below:
Parties:
(1) Philips as licensor
(2) TP Vision as licensee
(3) the Company as guarantor
–1–
Date:
30 December 2016
Royalty:
TP Vision will pay a royalty to Philips on an annual basis, which is based on a percentage of
the turnover of the Scope Products and such royalty to Philips shall not be less than an annual
minimum guaranteed royalty. The royalty shall be payable in arrears by TP Vision to Philips
in cash (in Euros) within 30 days after the end of each calendar quarter.
Term and renewal:
The parties agreed to terminate the 2012 Trademark Licence Agreement as from 1 January
2017.
The TMLA will commence on 1 January 2017 until 31 December 2020 (the ‘‘Term’’).
If either party wishes to extend the TMLA beyond the Term, it may notify the other party in
writing 12 months before the end of the Term and upon such notice, the parties shall enter into
good faith negotiation to extend the TMLA.
Termination:
Each party to the TMLA may terminate the TMLA by written notice in case of material
breach, by the other party of certain terms as set out in the TMLA and provided that the
aforesaid breaches, which are capable of being cured, have not been cured within the period set
out in the TMLA.
Philips may terminate the TMLA immediately following notice to TP Vision if, amongst
others, (i) TP Vision ceases to conduct business in the ordinary course of business; (ii) TP
Vision becomes insolvent; (iii) TV Vision makes an assignment for the benefit of creditors; or
(iv) there is a Change in Control (as defined in the TMLA).
Guarantee:
The Company agreed that it will guarantee the due and punctual performance of the
obligations by TP Vision under the terms of the TMLA.
DEFINITIONS
In this announcement, the following expressions shall have the following meanings unless the
context requires otherwise:
‘‘2012 Trademark
Licence Agreement’’
means the trademark licence agreement entered into between TP
Vision and Philips on 1 April 2012 in respect of the grant by Philips
to TP Vision and its affiliates an exclusive right to use the Philips
Trademark on TVs worldwide, other than the PRC, India, the US,
Canada, Mexico and certain South American countries.
‘‘Company’’
means TPV Technology Limited.
‘‘Directors’’
means the directors of the Company.
–2–
‘‘Philips’’
means Koninklijke Philips N.V..
‘‘Philips Trademarks’’
means the word mark ‘‘Philips’’, the Philips shield emblem and the
brand line ‘‘innovation and you’’.
‘‘PRC’’
the People’s Republic of China, and for the purpose of this
announcement, specifically excluded Hong Kong, Macau Special
Administrative Region of the People’s Republic of China and
Taiwan
‘‘Scope Products’’
means (a) TVs; (b) accessories specific to the TVs (which includes,
but not limited to: (i) 3D glasses which are only used for 3D
television; (ii) WiFi dongles customized for Philips branded TVs;
(iii) Skype camera’s customized for Philips branded TVs; (iv) freeof-charge upgrade boxes to add functionalities to Philips branded
TVs; (v) speaker stands for wireless (detachable) television
speakers;
(vi)
applications,
meaning
end-user
software
applications (regardless of the operating system or device on
which it runs) that enable (part of the) functionality of a
television); and (c) remote control devices (which includes remote
control devices with a display) bundled with TVs and replacements
of such remote control devices.
For the avoidance of doubt, Scope Products excludes: (i) any
display product for exclusively displaying information, advertising
and the like to the general public; (ii) any display product for use in
combination with medical systems; (iii) any display product for
automotive use with screen size less than 15 inch; (iv) any display
product that is a hand-held or portable device with a screen size of
less than 15 inch; (v) any display product primarily intended for
being connected to and displaying signals originating from PCs; (vi)
personal computer monitors; (vii) tablets, sold as a standalone
product (other than as a remote control device); (viii) mobile
phones sold as a standalone product; (ix) projectors sold as a
standalone product; or (x) universal remote controls sold as a
standalone product.
‘‘Territory’’
means (a) for Scope Products (other than those intended for hotels):
worldwide with the exception of the PRC, India, the US and
Canada, Mexico, Panama, Guatemala, Belize, Honduras,
Nicaragua, El Salvador, Costa Rica, Venezuela, Colombia,
Ecuador, Peru and Chile; and (b) for Scope Products intended for
hotels: the US and Canada are also included in the Territory. For
the avoidance of doubt, Territory does include Brazil, Uruguay,
Paraguay, Argentina and Taiwan.
–3–
‘‘TMLA’’
means the trademark licence agreement entered into on the date
hereof between Philips, TP Vision and the Company in respect of
the grant by Philips to TP Vision and its affiliates an exclusive
trademark license under which TP Vision and certain of its affiliates
may design, manufacture, source, sell, distribute and market the
Scope Products in the Territory.
‘‘TP Vision’’
means TP Vision Holding B.V..
‘‘TVs’’
means electronic devices with a display primarily intended for
displaying television signals receivable via off-air television
transmissions, via cable, or satellite or internet (whether intended
for sale to the mass retail market or to hotels, restaurants, ships,
planes, trains and locations including sleeping accommodations
such as hospitals, army bases, student dormitories and elderly home
estates).
‘‘US’’
the United States of America
For and on behalf of the Board
Dr Hsuan, Jason
Chairman and Chief Executive Officer
Hong Kong, 30 December 2016
As at the date of this announcement, the Board comprises one executive director, namely Dr
Hsuan, Jason, and four non-executive directors, namely Mr Liu Liehong, Ms Wu Qun, Dr Li Jun
and Ms Bi Xianghui, and three independent non-executive directors, namely Mr Chan Boon
Teong, Dr Ku Chia-Tai and Mr Wong Chi Keung.
–4–