TPV Technology : (1) PROPOSAL FOR THE PRIVATISATION OF TPV BY THE OFFEROR BY WAY OF A SCHEME OF ARRANGEMENT (UNDER SECTION 99 OF THE BERMUDA COMPANIES ACT) (2) PROPOSED WITHDRAWAL OF LISTING AND (3) SPECIAL DEAL RELATING TO ROLLOVER ARRANGEMENT

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your TPV Shares, you should at once hand this Scheme Document and the accompanying forms of proxy to the purchaser or transferee or to the licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this Scheme Document, make 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 Scheme Document.

This Scheme Document is being despatched to Singapore TPV Shareholders at the same time as its despatch to Hong Kong TPV Shareholders.

CEIEC (H.K.) LIMITED	TPV TECHNOLOGY LIMITED
(Incorporated in Bermuda with limited liability)
(Incorporated in Hong Kong with limited liability)	(Stock Code: 903)

(1) PROPOSAL FOR THE PRIVATISATION OF TPV

BY THE OFFEROR BY WAY OF A SCHEME OF ARRANGEMENT (UNDER SECTION 99 OF THE BERMUDA COMPANIES ACT)

1. 1. PROPOSED WITHDRAWAL OF LISTING
2. SPECIAL DEAL RELATING TO ROLLOVER ARRANGEMENT

Financial Adviser to the Offeror

Independent Financial Adviser to the Independent Board Committee

SOMERLEY CAPITAL LIMITED

Unless the context requires otherwise, capitalised terms used in this Scheme Document are defined under the section headed ''Definitions'' in Part I of this Scheme Document.

A letter from the TPV Board is set out in Part V of this Scheme Document. A letter from the Independent Board Committee, containing its advice to the Independent Shareholders on the Proposal, the Scheme, the Option Offer and the Rollover Arrangement is set out in Part VI of this Scheme Document. A letter from Somerley, being the Independent Financial Adviser to the Independent Board Committee, containing its advice to the Independent Board Committee in connection with the Proposal, the Scheme, the Option Offer and the Rollover Arrangement, is set out in Part VII of this Scheme Document. An Explanatory Statement regarding the Scheme is set out in Part VIII of this Scheme Document.

The actions to be taken by TPV Shareholders and the Optionholders are set out in Part II of this Scheme Document.

Notices convening the Court Meeting to be held at 10 : 00 a.m. on Wednesday, 30 October 2019 and the SGM to be held at 10 : 30 a.m. on Wednesday, 30 October 2019 (or immediately after the conclusion or adjournment of the Court Meeting) are set out in Appendix IV and Appendix V to this Scheme Document, respectively. Whether or not you are able to attend the Court Meeting and/or the SGM or any adjournment thereof, you are strongly urged to complete and sign the enclosed pink form of proxy in respect of the Court Meeting and the enclosed white form of proxy in respect of the SGM, in accordance with the instructions printed thereon, and to lodge them with (i) Computershare Hong Kong Investor Services Limited, the Registrar, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, or (ii) Boardroom Corporate & Advisory Services Pte. Ltd., the Share Transfer Office, at 50 Raffles Place, #32-01 Singapore Land Tower, Singapore 048623 (as the case may be) as soon as possible but in any event no later than the respective times and dates as stated under Part II of this Scheme Document. In the case of the pink form of proxy in respect of the Court Meeting, it may be handed to the chairman of the Court Meeting (who will have absolute discretion on whether or not to accept it) at the Court Meeting, if it is not so lodged.

This Scheme Document is issued jointly by CEIEC (H.K.) Limited and TPV Technology Limited.

The English language text of this Scheme Document shall prevail over the Chinese language text.

8 October 2019

TABLE OF CONTENTS

		Page
PART I	- DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
PART II	- ACTIONS TO BE TAKEN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
PART III	- IMPORTANT NOTICE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
PART IV	- EXPECTED TIMETABLE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
PART V	- LETTER FROM THE TPV BOARD . . . . . . . . . . . . . . . . . . . . . . .	19
PART VI	- LETTER FROM THE INDEPENDENT BOARD
	COMMITTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	39
PART VII	- LETTER FROM SOMERLEY . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	42
PART VIII	- EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . .	82
APPENDIX I	- FINANCIAL INFORMATION OF THE TPV GROUP . . . . .	I-1
APPENDIX II	- GENERAL INFORMATION ON TPV AND
	THE OFFEROR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	II-1
APPENDIX III - SCHEME OF ARRANGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . .	III-1
APPENDIX IV - NOTICE OF COURT MEETING . . . . . . . . . . . . . . . . . . . . . . . . . .	IV-1
APPENDIX V	- NOTICE OF SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	V-1
APPENDIX VI	- FORM OF OPTION OFFER LETTER . . . . . . . . . . . . . . . . . . . . .	VI-1

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PART I	DEFINITIONS

In this Scheme Document, the following expressions have the meanings set out below unless the context requires otherwise.

''2003 Share Option	the share option scheme of TPV adopted by TPV on 15 May 2003
Scheme''
''2003 Share Option(s)''	the share option(s) granted under the 2003 Share Option Scheme
''2015 Share Option	the share option scheme of TPV adopted by TPV on 2 November
Scheme''	2015
''2015 Share Option(s)''	the share option(s) granted under the 2015 Share Option Scheme
''acting in concert''	has the meaning given in the Takeovers Code
''associates''	has the meaning given in the Takeovers Code
''Announcement''	the joint announcement dated 12 August 2019 issued jointly by
	the Offeror and TPV relating to the Proposal
''Authorisations''	all necessary notifications, registrations, applications, filings,
	authorisations, orders, recognitions, grants, consents, licences,
	confirmations, clearances, permissions, no-action relief,
	exemption relief orders and approvals, and all appropriate
	waiting periods (including extensions thereof), in connection
	with the Proposal
''Beneficial Owner(s)''	any beneficial owner of the TPV Shares whose TPV Shares are
	registered in the name of a Registered Owner
''Bermuda Companies	the Companies Act 1981 of Bermuda, as amended from time to
Act''	time
''Bonstar''	Bonstar International Limited, a company incorporated in the
	British Virgin Islands with limited liability on 20 May 2005 and
	wholly-owned by Dr. Hsuan
''business day''	has the meaning ascribed to it under the Takeovers Code
''Cancellation Price''	a price of HK$3.86 per Scheme Share payable in cash to the
	Scheme Shareholders pursuant to the Scheme
''CCASS''	the Central Clearing and Settlement System established and
	operated by HKSCC
''CCASS Participant''	a person admitted to participate in CCASS as a participant,
	including an Investor Participant
''CDP''	The Central Depository (Pte) Limited

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PART I	DEFINITIONS
''CEC''	China Electronics Corporation, a state-owned enterprise
	established in 1989 under the PRC Laws with approval from
	the PRC State Council
''CEC Group''	CEC and its subsidiaries
''CECL''	China Electronics Corporation Limited, a company established
	in the PRC with limited liability on 1 December 2016 and a
	wholly-owned subsidiary of CEC
''CEIEC'' or ''Offeror''	CEIEC (H.K.) Limited, a company incorporated in Hong Kong
	with limited liability on 19 September 1972 and a wholly-owned
	subsidiary of CECL
''CEIEC Director(s)''	director(s) of CEIEC
''CICC''	China International Capital Corporation Hong Kong Securities
	Limited, the financial adviser of the Offeror in connection with
	the Proposal, which is a licensed corporation under the SFO,
	licensed to carry out Type 1 (dealing in securities), Type 2
	(dealing in futures contracts), Type 4 (advising on securities),
	Type 5 (advising on futures contracts) and Type 6 (advising on
	corporate finance) regulated activities
''Condition(s)''	the condition(s) of the Proposal, as set out in the section headed
	''3. Conditions of the Proposal'' in the Explanatory Statement of
	this Scheme Document
''Court''	the Supreme Court of Bermuda
''Court Meeting''	a meeting of the Scheme Shareholders to be convened at the
	direction of the Court, at which the Scheme will be voted upon
	and which is to be held at 10 : 00 a.m. on 30 October 2019, or any
	adjournment thereof
''Court Order''	the order of the Court confirming the sanction of the Scheme
''Depositors''	shall have the meaning under section 81SF of the Securities and
	Futures Act, Chapter 289 of Singapore
''Depository Register''	means the register maintained by CDP in respect of book-entry
	securities
''Disclosure Period''	the period beginning six months prior to the date of the
	Announcement and ending with the Latest Practicable Date,
	both dates inclusive

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PART I	DEFINITIONS
''Dr. Hsuan''	Dr. Jason Hsuan (宣建生), the chairman, chief executive officer
	and executive director of TPV
''Effective Date''	the date on which the Court Order has been delivered to the
	Registrar of Companies in Bermuda for registration
''Excluded	the ultimate beneficial owner(s) of TGL (other than Mr. Wang)
Employee(s)''	who hold TPV Shares other than through their beneficial
	interests in TGL
''Executive''	the Executive Director of the Corporate Finance Division of the
	SFC or any delegate thereof
''Explanatory	the explanatory statement set out on pages 82 to 112 of this
Statement''	Scheme Document issued in compliance with Section 100 of the
	Bermuda Companies Act
''Form(s) of	the form(s) of acceptance dispatched to Optionholders in
Acceptance''	connection with the Option Offer
''HK$''	Hong Kong dollars, the lawful currency of Hong Kong
''HKSCC''	Hong Kong Securities Clearing Company Limited
''Hong Kong''	the Hong Kong Special Administrative Region of the PRC
''Independent Board	the independent board committee of TPV formed to advise the
Committee''	Independent Shareholders on, among others, the Proposal
''Independent Financial	Somerley Capital Limited, a licensed corporation registered
Adviser'' or	under the SFO to conduct Type 1 (dealings in securities) and
''Somerley''	Type 6 (advising on corporate finance) regulated activities as
	defined in the SFO, which has been appointed as the independent
	financial adviser to advise the Independent Board Committee on
	the Proposal, the Scheme, the Option Offer and the Rollover
	Arrangement
''Independent	TPV Shareholders other than CEIEC, CEC, the Rollover
Shareholders''	Shareholders and any other persons acting in concert with
	them and the Excluded Employee(s). For the avoidance of doubt,
	Independent Shareholders include any member of the CICC
	group acting as a registered owner of Scheme Shares held on
	behalf of a beneficial owner where the beneficial owner (i)
	controls the voting rights attaching to those Scheme Shares; (ii) if
	those Scheme Shares are voted, gives instructions as to how those
	Scheme Shares are to be voted; and (iii) is not the Offeror, the
	persons acting in concert with the Offeror, CEC and the Rollover
	Shareholders and the Excluded Employees

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