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) CONTINUING CONNECTED TRANSACTIONS – MASTER FINANCIAL AGREEMENT (TCL HOLDINGS) (2020-2022) (2) MAJOR TRANSACTION – ADVANCES TO AN ENTITY AND PROVISION OF FINANCIAL ASSISTANCE UNDER MASTER FINANCIAL AGREEMENT (TCL HOLDINGS) (2020-2022) AND (3) ELECTION OF DIRECTORS Independent Financial Adviser to the Independent Board Committee and the Shareholders Pelican Financial Limited A letter from the Board is set out on pages 6 to 26 of this circular. A letter from the Independent Board Committee containing its recommendation to the Shareholders is set out on page 27 of this circular. A letter from Pelican Financial Limited, the Independent Financial Adviser, containing its advice to the Independent Board Committee and the Shareholders is set out on pages 28 to 43 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 20 April 2020, Monday at 2:30 p.m. is set out on pages 61 to 63 of this circular. 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 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. 1 April 2020 CONTENTS Page CONTENTS ................................................................. i DEFINITIONS ............................................................... 1 LETTER FROM THE BOARD .................................................. 6 LETTER FROM THE INDEPENDENT BOARD COMMITTEE ....................... 27 LETTER FROM THE INDEPENDENT FINANCIAL ADVISER ...................... 28 APPENDIX I – FINANCIAL INFORMATION OF THE GROUP .................... 44 APPENDIX II – GENERAL INFORMATION .................................... 50 APPENDIX III – DETAILS OF DIRECTORS STANDING FOR ELECTION ........... 58 NOTICE OF EGM ............................................................ 61 i DEFINITIONS In this circular, unless the context otherwise requires, the following expressions have the following meanings: “Announcement” the announcement of the Company dated 25 March 2020 relating to the Master Financial Agreement (TCL Holdings) (2020-2022); “Articles” the articles of association of the Company as amended from time to time; “associate(s)” has the meaning ascribed to it under the Listing Rules; “Board” the board of Directors; “Business Day” a day on which banks in Hong Kong are open to conduct business generally throughout their normal business hours and the Stock Exchange is open for trading, excluding a Saturday, Sunday, public holidays and days on which a tropical cyclone warning number 8 or above or a black rainstorm warning signal is issued in Hong Kong at any time between 09:00 and 17:00. For the purpose of the Master Financial Agreement (TCL Holdings) (2020-2022), “Business Day” means any day which is not a Saturday or Sunday; or (b) a day on which major commercial banks in Hong Kong or PRC are closed for business; “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; “CSOT” TCL China Star Optoelectronics Technology Co., Ltd.* (TCL華星光 電技術有限公司), formerly known as Shenzhen China Star Optoelectronics Technology Co., Ltd.* (深圳市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; “Director(s)” the director(s) of the Company; “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 20 April 2020, Monday at 2:30 p.m. for the purposes of considering, and if thought fit, approving (i) the Master Financial Agreement (TCL Holdings) (2020-2022) and the transactions contemplated thereunder; and (ii) the election of Mr. HU Lihua as an executive Director and Mr. SUN Li as a non-executive Director; 1 DEFINITIONS “Finance Company (HK)” TCL Finance (Hong Kong) Co., Limited, a company incorporated in Hong Kong with limited liability and a Subsidiary of TCL Holdings; “Finance Company” TCL Finance Co., Ltd.* (TCL集團財務有限公司), a company established in the PRC with limited liability and a Subsidiary of TCL Tech; “Group” the Company and its Subsidiaries; “HK$” Hong Kong dollars, the lawful currency of Hong Kong; “Holdings Credit Services” advance of loan(s) by member(s) of the Group to member(s) of Qualified Holdings Group pursuant to the Master Financial Agreement (TCL Holdings) (2020-2022); “Holdings Deposit Services” deposit of money by the TCL Electronics Qualified Members with Finance Company (HK) and/or TCL Holdings Financial Services Associates pursuant to the Master Financial Agreement (TCL Holdings) (2020-2022); “Holdings Qualified all companies to which TCL Holdings Financial Services Associates Member(s)” will be allowed to provide services, which shall only include TCL Holdings and its Subsidiaries; “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 and the proposed annual caps of transactions contemplated under the Master Financial Agreement (TCL Holdings) (2020-2022); “Independent Financial Pelican Financial Limited, a licensed corporation to carry out Type 6 Adviser” or “Pelican (advising on corporate finance) regulated activity under the SFO, Financial Limited” being the independent financial adviser appointed by the Board to advise the Independent Board Committee and the Shareholders in respect of the terms of and the proposed annual caps of transactions contemplated under the Master Financial Agreement (TCL Holdings) (2020-2022); 2 DEFINITIONS “Independent Third Party(ies)” a person(s) or company(ies) which is/are independent of and not connected with any Directors, chief executives, controlling shareholders and substantial shareholders of the Company or any of its Subsidiaries and their respective associates; “Latest Practicable Date” 25 March 2020, being the latest practicable date prior to the bulk printing of this circular for the purpose of ascertaining certain information contained in this circular; “Listing Rules” the rules governing the listing of securities on the Stock Exchange; “Master Financial Services the master financial services (2017 renewal) agreement dated 21 (2017 Renewal) Agreement” March 2017 entered into among the Company, TCL Tech, Finance Company (HK) and Finance Company; “Master Financial Agreement the master financial agreement (TCL Holdings) (2020-2022) dated 25 (TCL Holdings) (2020-2022)” March 2020 entered into among the Company, TCL Holdings and Finance Company (HK); “PBOC” the People’s Bank of China, the central bank of the PRC; “PRC” the People’s Republic of China excluding Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan for the purposes of this circular; “Qualified Holdings Group” TCL Holdings and its Subsidiaries and any entity that may become Subsidiary of TCL Holdings from time to time, and for the purpose of this circular and for the purpose of the Master Financial Agreement (TCL Holdings) (2020-2022) and the transactions contemplated thereunder excludes the Group; “Restructuring” has the meaning ascribed to it under the section “Background” of the Letter from the Board of this circular; “RMB” Renminbi, the lawful currency of the PRC; “SFO” the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong); “Share(s)” ordinary share(s) of HK$1.00 each in the share capital of the Company; “Shareholder(s)” holder(s) of Share(s); 3 DEFINITIONS “Shareholders’ Approval Date” the date on which the Shareholders of the Company approve the Master Financial Agreement (TCL Holdings) (2020-2022), the transactions