TPV Technology : FORM OF PROXY FOR THE COURT MEETING OF SCHEME SHAREHOLDERS TO BE HELD ON WEDNESDAY, 30 OCTOBER 2019

TPV TECHNOLOGY LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 903)

FORM OF PROXY FOR THE COURT MEETING OF SCHEME SHAREHOLDERS

TO BE HELD ON WEDNESDAY, 30 OCTOBER 2019

Form of proxy for use at the meeting (or at any adjournment thereof) of the Scheme Shareholders (as defined in the Scheme defined below) of TPV Technology Limited (the ''Company'') convened by the direction of the Supreme Court of Bermuda (the ''Court Meeting'')

No. of shares to which this form of proxy relates(Note 1)

IN THE SUPREME COURT OF BERMUDA

CIVIL JURISDICTION

COMMERCIAL COURT

2019 : No. 344

IN THE MATTER OF TPV TECHNOLOGY LIMITED

AND

SECTION 99 OF THE COMPANIES ACT 1981

I/We (Note 2)

of

being Scheme Shareholder(s) of the Company, HEREBY APPOINT (Note 3)

of

or failing him/her, THE CHAIRMAN OF THE COURT MEETING as my/our proxy to attend and act for me/us and on my/our behalf at the Court Meeting of the Scheme Shareholders to be held at 10 : 00 a.m. on Wednesday, 30 October 2019 (Hong Kong time) at Ballroom B, 2/F, The Langham, Hong Kong, 8 Peking Road, Tsimshatsui, Kowloon, Hong Kong for the purpose of considering and, if thought fit, approving the Scheme of Arrangement (with or without modification) (the ''Scheme'') dated 8 October 2019 between the Company and the Scheme Shareholders as referred to in the notice dated 8 October 2019 convening the Court Meeting (the ''Notice'') and at the Court Meeting (or at any adjournment thereof) to vote for me/us and in my/our name(s) for or against the Scheme as indicated below, and if no such indication is given as my/our proxy thinks fit.

Please indicate with a ''✓'' in the boxes below how you wish the proxy to vote on your behalf. (Note 4)

FOR the Scheme (Note 5)				AGAINST the Scheme (Note 5)
Dated this		day of		2019	Signature(s) (Note 6)

Notes:

1. Please insert the number of shares of the Company registered in your name(s) to which this form of proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares in the Company registered in your name(s).
2. Please insert your full name(s) and address(es) in BLOCK CAPITALS. The names of all joint holders should be stated.
3. If any proxy other than the Chairman of the Court Meeting is preferred, please strike out the words ''THE CHAIRMAN OF THE COURT MEETING'' and insert the name and address of your nominated proxy in the space provided. If no name is inserted, the Chairman of the Court Meeting will act as your proxy. You are entitled to appoint one or more alternative proxies to attend and vote in your stead. You are only entitled to submit one form of proxy for the Court Meeting. Your proxy need not be a member of the Company, but must attend the Court Meeting in person to represent you. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON(S) WHO SIGN(S) IT.
4. IMPORTANT: IF YOU WISH TO VOTE FOR THE SCHEME, TICK (''✓'') THE APPROPRIATE BOX MARKED ''FOR the Scheme''. IF YOU WISH TO VOTE AGAINST THE SCHEME, TICK (''✓'') THE APPROPRIATE BOX MARKED ''AGAINST the Scheme''. If more than one form of proxy is submitted and the voting instructions require the proxies to vote both FOR and AGAINST the Scheme, such forms of proxy will not be accepted. If more than one form of proxy is submitted and the voting instructions require the proxies to vote either FOR or AGAINST the Scheme but not both FOR and AGAINST the Scheme, the Chairman shall have absolute discretion as to which forms of proxy will be accepted. Failure to complete either box will entitle your proxy to cast your vote or abstain at his/her discretion. Your proxy will also be entitled to vote or abstain at his/her discretion on any resolution or motion properly put to the Court Meeting other than that referred to in the Notice.
5. The Scheme of Arrangement will be voted upon by way of poll at the Court Meeting.
6. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, executed under its common seal or under the hand of an officer, attorney or other person duly authorised. The signature must match the records maintained by Computershare Hong Kong Investor Services Limited in Hong Kong or Boardroom Corporate & Advisory Services Pte. Ltd in Singapore (as the case may be).
7. If you are a shareholder whose name appears in the register of members of the Company kept by Computershare Hong Kong Investor Services Limited, this form of proxy, together with any power of attorney (if any) under which it is signed, or a certified copy thereof, must be lodged at Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 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 Court Meeting. Alternatively this form of proxy may be handed to the Chairman of the Court Meeting at the Court Meeting before the taking of the poll, who shall have absolute discretion as to whether or not to accept it.
8. If you are a shareholder whose name appears in the register of members of the Company kept by Boardroom Corporate & Advisory Services Pte. Ltd this form of proxy, together with any power of attorney (if any) under which it is signed, or a certified copy thereof, must be lodged at Boardroom Corporate & Advisory Services Pte. Ltd at 50 Raffles Place, #32-01 Singapore Land Tower, Singapore 048623, as soon as possible and in any event not less than 48 hours before the time appointed for the Court Meeting. Alternatively this form of proxy may be handed to the Chairman of the Court Meeting at the Court Meeting before the taking of the poll, who shall have absolute discretion as to whether or not to accept it.
9. In the case of joint registered holders of a share, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s) and, for this purpose, seniority will be determined by the order in which the names stand in the register of members of the Company in respect of the relevant joint holding.
10. Completion and return of this form of proxy will not prevent you from attending and voting in person at the Court Meeting (or any adjournment thereof) but, in that event, the proxy will be revoked by operation of law.