TPV Technology : NOTICE OF SPECIAL GENERAL MEETING

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

TPV TECHNOLOGY LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 903)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting (the ''SGM'') of TPV Technology Limited (the ''Company'') will be held at Ballroom B, 2/F, The Langham, Hong Kong, 8 Peking Road, Tsimshatsui, Kowloon, Hong Kong on Wednesday, 30 October 2019 at 10 : 30 a.m. (or immediately after the conclusion or adjournment of the Court Meeting (as defined in the Scheme Document (as defined below)) convened for the same day and place), for the purpose of considering and, if thought fit, passing the following resolutions:

SPECIAL RESOLUTION

''THAT:

1. for the purpose of giving effect to the Scheme, on the Effective Date (as defined in the Scheme Document):
2. 1. any reduction in the issued share capital of the Company as a result of the cancellation of the Scheme Shares (as defined in the Scheme Document);
   2. subject to and simultaneously with the cancellation of the Scheme Shares, the issued share capital of the Company shall be maintained by the issue to CEIEC (H.K.) Limited (the ''Offeror'') of such number of new shares of the Company (the ''New Shares''), credited as fully paid, as is equal to the number of Scheme Shares cancelled; and
   3. the credit arising in the Company's books of account as a result of the cancellation of the Scheme Shares shall be applied in paying up the New Shares which shall be allotted and issued, credited as fully paid, to the Offeror; and

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1. the directors of the Company be and are hereby unconditionally authorised to do all acts and things considered by them to be necessary or desirable in connection with the implementation of the Scheme, including (without limitation) the giving, on behalf of the Company, of consent to any modifications of, or additions to, the Scheme, which the Supreme Court of Bermuda may see fit to impose and to do all other acts and things as considered by them to be necessary or desirable in connection with the implementation of the Scheme and in relation to the proposal for the privatisation of the Company by the Offeror by way of the Scheme as a whole.''

ORDINARY RESOLUTION

''THAT The Rollover Arrangement (as defined in the Scheme Document) be and is hereby approved.''

By order of the Board

TPV TECHNOLOGY LIMITED

Dr. Hsuan, Jason

Chairman and Chief Executive Officer

Hong Kong, 8 October 2019

Notes:

1. The abovementioned ordinary resolution shall be approved by the Independent Shareholders (as defined in the Scheme Document) as required by the Hong Kong Code on Takeovers and Mergers.
2. Any shareholder entered in the register of members of the Company on the Meeting Record Date (as defined in the Scheme Document) is entitled to appoint another person as his proxy to attend and vote instead of him. A proxy need not be a member of the Company.
3. A form of proxy for use at the SGM is enclosed. Completion and return of the form of proxy will not preclude you from attending and voting at the SGM or any adjournment thereof.
4. To be valid, the instrument appointing a proxy, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof, must be deposited, by a shareholder whose name appearing on the register of members kept at Computershare Hong Kong Investor Services Limited at the office of Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time for holding the meeting or adjourned meeting or poll (as the case may be).
5. To be valid, the instrument appointing a proxy, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof, must be deposited, by a shareholder whose name appears on the record of shareholders kept at Boardroom Corporate & Advisory Services Pte. Ltd. at the office of Boardroom Corporate & Advisory Services Pte. Ltd. at 50 Raffles Place, #32-01 Singapore Land Tower, Singapore 048623 not less than 48 hours before the time for holding the meeting or adjourned meeting or poll (as the case may be).

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1. The registers of members and record of shareholders of the Company kept at Boardroom Corporate & Advisory Services Pte. Ltd. will be closed from Thursday, 24 October 2019 to Wednesday, 30 October 2019 (both days inclusive), during which period no transfer of shares will be registered. In order to qualify to vote at the SGM, all transfer forms accompanied by the relevant share certificates
   must be lodged for registration with the Company's Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th, Hopewell Centre,
   183 Queen's Road East, Wanchai, Hong Kong, or the Company's share transfer office in Singapore, Boardroom Corporate & Advisory Services Pte. Ltd. at 50 Raffles Place, #32-01 Singapore Land Tower, Singapore 048623 (as the case may be) not later than 4 : 30 p.m. on Wednesday, 23 October 2019.
2. Where there are joint registered holders of any share, any one of such persons may vote at the SGM, either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint registered holders be present at the SGM personally or by proxy, then the registered holder so present whose name stands first on the Company's register of members in respect of such share will alone be entitled to vote in respect thereof.
3. Pursuant to Rule 13.39(4) of the Listing Rules, all resolutions set out in this notice will be voted by poll.
4. If a black rainstorm warning signal or a tropical cyclone warning signal no. 8 or above is in force in Hong Kong at 9 : 30 a.m. on Wednesday, 30 October 2019, the SGM will be postponed. The Company will post an announcement on the respective websites of the Hong Kong Exchanges and Clearing Limited, the Singapore Exchange Securities Trading Limited and the Company to notify the members of the date, time and venue of the rescheduled meeting.

As at the date of this notice, the board of directors of the Company comprises one executive director, namely Dr. Hsuan, Jason, and five non-executive directors, namely Mr. Zhang Dongchen, Mr. Xu Guofei, Mr. Sun Jie, 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.

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