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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in doubt as to any aspect about this circular, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitors, professional accountant or other professional advisor. If you have sold or transferred all your Shares in TCL ELECTRONICS HOLDINGS LIMITED, you should at once hand this circular and proxy form enclosed herein to the purchaser or transferee, or to the bank or stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular. TCL ELECTRONICS HOLDINGS LIMITED TCL 電子控股有限公司 (Incorporated in the Cayman Islands with limited liability) (Stock Code: 01070) (1) MAJOR AND CONNECTED TRANSACTION IN RELATION TO THE ACQUISITION (2) MAJOR AND CONNECTED TRANSACTION IN RELATION TO THE DISPOSAL (3) THE NON-COMPETITION ARRANGEMENT AND (4) NOTICE OF EGM Independent Financial Adviser to the Independent Board Committee and the Shareholders SOMERLEY CAPITAL LIMITED A letter from the Board is set out on pages 6 to 43 of this circular. A letter from the Independent Board Committee containing its recommendation to the Shareholders is set out on page 44 of this circular. A letter from Somerley Capital Limited, the Independent Financial Adviser, containing its advice to the Independent Board Committee and the Shareholders is set out on pages 45 to 75 of this circular. A notice convening the EGM of the Company to be held at 8/F., Building 22E, 22 Science Park East Avenue, Hong Kong Science Park, Shatin, New Territories, Hong Kong on 28 July 2020, Tuesday at 2:30 p.m. is set out on pages EGM-1toEGM-3ofthiscircular. Whether or not you are able to attend the EGM or any adjournment thereof (as the case may be) in person, please complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Hong Kong branch of the share registrar of the Company, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for holding the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish. 30 June 2020 CONTENTS Page CONTENTS ....................................................................... i DEFINITIONS ..................................................................... 1 LETTERFROMTHEBOARD ....................................................... 6 LETTERFROMTHEINDEPENDENTBOARDCOMMITTEE ........................... 44 LETTER FROM THE INDEPENDENT FINANCIAL ADVISER ........................... 45 APPENDIX I – FINANCIAL INFORMATION OF THE GROUP . .................... I-1 APPENDIX IIA – ACCOUNTANTS’ REPORT ON TCL COMMUNICATION GROUP . IIA-1 APPENDIX IIB – VALUATIONREPORTONTCLCOMMUNICATIONGROUP ....... IIB-1 APPENDIX IIC – MANAGEMENT DISCUSSION AND ANALYSIS OF TCLCOMMUNICATIONGROUP ............................... IIC-1 APPENDIX IID – PROFITFORECASTOFTCLCOMMUNICATIONGROUP .......... IID-1 APPENDIX IIE – LETTER FROM THE ACCOUNTANTS ON THE PROFIT FORECASTOFTCLCOMMUNICATIONGROUP ................ IIE-1 APPENDIX IIF – LETTER FROM THE BOARD ON THE PROFIT FORECASTOFTCLCOMMUNICATIONGROUP ................ IIF-1 APPENDIX IIIA – UNAUDITED PRO FORMA FINANCIAL INFORMATION OFTHEGROUPUPONCOMPLETIONOFTHEACQUISITION.... IIIA-1 APPENDIX IIIB – UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP UPON COMPLETION OFBUSINESSTRANSFORMATION ............................ IIIB-1 APPENDIX IVA – VALUATION REPORT ON MOKA INTERNATIONAL GROUP . ..... IVA-1 APPENDIX IVB – PROFITFORECASTOFMOKAINTERNATIONALGROUP ......... IVB-1 APPENDIX IVC – LETTER FROM THE ACCOUNTANTS ON THE PROFIT FORECAST OF MOKA INTERNATIONAL GROUP . ............ IVC-1 APPENDIX IVD – LETTER FROM THE BOARD ON THE PROFIT FORECAST OF MOKA INTERNATIONAL GROUP . ............ IVD-1 APPENDIX V – GENERALINFORMATION ...................................... V-1 NOTICEOFEGM .................................................................. EGM-1 i DEFINITIONS In this circular, unless the context otherwise requires, the following expressions have the following meanings: ‘‘AI x IoT’’ Artificial Intelligence x Internet of Things, the Company’s strategy; ‘‘Acquisition’’ the acquisition of 100% equity interest in TCL Communication as contemplated under the Acquisition Agreement; ‘‘Acquisition Agreement’’ the conditional share transfer agreement dated 29 June 2020 entered into between Zhengjia Investment, TCL Industries and the Company relating to the acquisition of 100% interest in the issued shares of TCL Communication by the Company from Zhengjia Investment; ‘‘Announcement’’ the announcement of the Company dated 29 June 2020 relating to the Acquisition, the Disposal and the Non-Competition Arrangement; ‘‘associate(s)’’ has the meaning ascribed to it under the Listing Rules; ‘‘Board’’ the board of Directors; ‘‘Business Day’’ a day (other than Saturdays, Sundays or days on which a typhoon signal No. 8 or ‘‘black’’ rainstorm signal is hoisted in Hong Kong) on which banks are generally open for business in Hong Kong; ‘‘Business Transformation’’ collectively, the transactions contemplated under the Acquisition and the Disposal; ‘‘Company’’ TCL Electronics Holdings Limited, a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the Main Board of the Stock Exchange (stock code: 01070); ‘‘connected person(s)’’ has the meanings ascribed to it under the Listing Rules; ‘‘Completion Date’’ the fifteenth Business Day (or such other later date as the parties may agree in writing) following the satisfaction or waiver, as the case may be, of all conditions precedent set out in each of the Acquisition Agreement and the Disposal Agreement; ‘‘CSOT’’ TCL China Star Optoelectronics Technology Co., Ltd.* (TCL華星光電技術有限公司), a company established under the laws of the PRC with limited liability and a Subsidiary of TCL Tech; ‘‘Deed of Non-Competition (1999)’’ the deed executed by TCL Tech, TCL Electronics Corporation (deregistered on 29 January 2002) and TCL Industries on 15 November 1999 in favour of the Company whereby each of TCL Tech, TCL Electronics Corporation and TCL Industries has undertaken not to, directly or indirectly, carry on or be engaged or interested in certain restricted activities, which were disclosed in the Company’s prospectus dated 17 November 1999; 1 DEFINITIONS ‘‘Deed of Non-Competition (2020)’’ the deed executed by TCL Holdings, TCL Industries and the Company on 29 June 2020 in favour of the Company whereby each of TCL Holdings and TCL Industries has undertaken not to, directly or indirectly, carry on or be engaged or interested in the manufacture and assembly of TCL brand TVs and smart phones; ‘‘Deed of Termination (2020)’’ the deed executed by TCL Tech, TCL Industries and the Company on 29 June 2020 pursuant to which the parties agreed to terminate the Deed of Non-Competition (1999), the First Variation Deed (2002), the Second Variation Deed (2013) and the Third Variation Deed (2014); ‘‘Director(s)’’ the director(s) of the Company; ‘‘Disposal’’ the disposal of 100% equity interest in Moka International as contemplated under the Disposal Agreement; ‘‘Disposal Agreement’’ the conditional share transfer agreement dated 29 June 2020 entered into between TCL Industries and the Company relating to the disposal of the 100% interest in the issued shares of Moka International by the Company to TCL Industries; ‘‘EGM’’ the extraordinary general meeting of the Company to be convened and held at 8th Floor, Building 22E, 22 Science Park East Avenue, Hong Kong Science Park, Shatin, New Territories, Hong Kong, on 28 July 2020, Tuesday at 2:30 p.m. for the purposes of considering, and if thought fit, approving (i) the Acquisition Agreement and the transactions contemplated thereunder; (ii) the Disposal Agreement and the transactions contemplated thereunder; and (iii) the Non-Competition Arrangement; ‘‘First Variation Deed (2002)’’ the variation deed entered into among TCL Tech, TCL Industries and the Company on 10 June 2002, for purpose of modifying the scope of the Original Restricted Activity; ‘‘Group’’ the Company and its Subsidiaries; ‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong; ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the PRC; ‘‘Independent Board Committee’’ an independent committee of the Board, comprising all independent non-executive Directors, established for the purpose of reviewing the terms of the Acquisition Agreement and the transactions contemplated thereunder, the Disposal Agreement and the transactions contemplated thereunder and the Non- Competition Arrangement; 2 DEFINITIONS ‘‘Independent Financial Adviser’’ or Somerley Capital Limited, a licensed corporation to carry out ‘‘Somerley Capital Limited’’ Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities under the SFO, being the independent financial adviser to the Independent Board Committee and the Independent Shareholders in respect of the Acquisition

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