TCL Electronics : ANNOUNCEMENT PURSUANT TO RULE 3.8 OF THE TAKEOVERS CODE

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TCL ELECTRONICS HOLDINGS LIMITED

TCL 電 子 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 01070)

ANNOUNCEMENT PURSUANT TO RULE 3.8 OF

THE TAKEOVERS CODE

This announcement is made by TCL Electronics Holdings Limited (the "Company") pursuant to Rule 3.8 of The Code on Takeovers and Mergers (the "Takeovers Code").

Reference is made to (i) the announcement (the "Announcement") dated 2 October 2019 jointly issued by TCL Industries Holdings Co., Ltd.* (TCL實業控股股份有限公司) (the

• Purchaser"), T.C.L. Industries Holdings (H.K.) Limited (the "Offeror") and the Company in relation to, among other matters, the mandatory unconditional general offer made by UBS AG, Hong Kong Branch on behalf of the Offeror to acquire all the issued shares in the Company (other than those already owned or agreed to be acquired by the Offeror and the Purchaser and parties acting in concert with any of them) and for the cancellation of all the outstanding share options of the Company; (ii) the announcement dated 10 October 2019 jointly issued by the Purchaser, the Offeror and the Company in relation to the update of their number of relevant securities; and (iii) the announcements of the Company dated 14 October 2019, 15 October 2019, 23 October 2019, 24 October 2019, 30 October 2019, 31 October 2019, 1 November 2019, 5 November 2019, 6 November 2019, 11 November 2019, 12 November 2019 and 19 November 2019 respectively in relation to the update of the number of relevant securities of the Company. Unless otherwise defined, terms used in this announcement shall have the same meanings as those used in the Announcement.

UPDATE OF NUMBER OF RELEVANT SECURITIES OF THE COMPANY

The Board wishes to announce that on 25 November 2019, 102,400 Share Options under the Share Option Scheme at an exercise price of HK$4.4834 per Share had lapsed due to the resignation of a Optionholder.

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As at 25 November 2019 (after the lapse of Share Options as described above), the Company has a total of (i) 2,362,972,379 Shares in issue; (ii) 185,160,819 outstanding Share Options; and (iii) 29,078,406 Restricted Shares. Save for the aforesaid, the Company has no other relevant securities (as defined under Note 4 to Rule 22 of the Takeovers Code) as at the date of this announcement.

DEALING DISCLOSURE

Pursuant to Rule 3.8 of the Takeovers Code, the associates (which include, among others, any person who owns or controls 5% or more of any class of relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code)) of the Company, the Purchaser and the Offeror are hereby reminded to disclose their dealings in any securities of the Company pursuant to the requirements of the Takeovers Code.

Shareholders, Optionholders and potential investors of the Company are advised to exercise caution when dealing in the Shares. If Shareholders and potential investors are in any doubt about their position, they should consult their own professional advisers.

By order of the Board

TCL Electronics Holdings Limited

LI Dongsheng

Chairman

Hong Kong, 25 November 2019

As at the date of this announcement, the Board comprises Mr. LI Dongsheng, Mr. WANG Cheng Kevin, Mr. YAN Xiaolin and Mr. WANG Yi Michael as executive Directors, Mr. Albert Thomas DA ROSA, Junior, Mr. YANG Anming and Mr. LI Yuhao as non-executive Directors and Mr. Robert Maarten WESTERHOF, Dr. TSENG Shieng-chang Carter, Professor WANG Yijiang and Mr. LAU Siu Ki as independent non-executive Directors.

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.

• For identification purpose only

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