CEIEC (H.K.) Limited entered into a scheme of arrangement to acquire an additional 50.96% stake in TPV Technology Limited (SEHK:903) from Wang Pi-Lu and others for HKD 4.6 billion on August 8, 2019. CEIEC (H.K.) Limited will acquire 1.2 billion shares of TPV Technology at HKD 3.86 per share in cash and will acquire 8.1 million options of TPV at HKD 2.09 per option and will acquire 16.27 million options at HKD 0.00001 per option. Wang Pi-Lu will sell 1.5 million shares. As of October 11, 2019, outstanding share options under the 2003 share option scheme changed to 16.27 million. All the options and shares acquired under the scheme will be cancelled. The price for the scheme will not be increased and CEIEC (H.K.) Limited does not reserve the right to do so. CEIEC (H.K.) Limited entered into a rollover agreement with Innolux, Typical Gold Limited, Jason Hsuan and Zhang Qiang wherein the shares held by these shareholders will not be part of the scheme and these shareholders will retain the shares of TPV. The shares of TPV held by China Electronics Corporation will not form part of the scheme. CEIEC (H.K.) Limited will fund the payment of the cash consideration under the scheme and the option offer by using the internal financial resources of CEIEC (H.K.) Limited and a term loan facility of an amount up to HKD 4.2 billion provided by Bank of China Limited, Macau Branch. CEIEC (H.K.) Limited intends to maintain existing business of TPV upon the successful privatization of TPV. CEIEC (H.K.) Limited has no plan to introduce any material changes to the business and/or assets of the TPV Group, or to redeploy its major fixed assets or discontinue the employment of employees of the TPV Group because of the scheme. CEIEC (H.K.) Limited will delist TPV Shares from the Stock Exchange and the Singapore Exchange upon completion. The transaction is subject to approval by majority shareholders of TPV, representing not less than three-fourths in value of the scheme shares held by the scheme shareholders, present and voting either in person or by proxy at the Court meeting, approval of scheme by independent shareholders holding at least 75% of the votes attaching to the scheme shares held by independent shareholders. The transaction is subject to approval by Supreme Court of Bermuda, approval by National Development and Reform Commission of the PRC and all necessary PRC domestic anti-trust filings with State Administration for Market Regulation having been formally submitted and clearance having been obtained. The scheme is subject to the receipt of an opinion from the independent financial adviser to the independent board committee of TPV confirming that the rollover arrangement is fair and reasonable as far as the independent shareholders are concerned. An Independent Board Committee has been formed by TPV to recommend the shareholders on the scheme. As of August 12, 2019, the transaction is approved by National Development and Reform Commission. As of October 30, 2019, the transaction was approved by the shareholders of TPV. As of November 8, 2019, the transaction was approved by the Court. All of the conditions will have to be fulfilled or waived, as applicable, on or before the March 31, 2020 being the long stop date, otherwise the proposal will not proceed and the scheme will lapse. If the scheme is withdrawn, not approved or lapses, the listing of the TPV Shares on the Stock Exchange and the Singapore Exchange will not be withdrawn. As of October 30, 2019, the transaction is expected to be completed on November 12, 2019 and the listing of the TPV shares on the Hong Kong Stock Exchange and the Singapore Exchange are expected to be withdrawn on November 14, 2019. China International Capital Corporation Hong Kong Securities Limited acted as financial advisor for CEIEC (H.K.) Limited. Somerley Capital Limited has been appointed as financial advisor for the Independent Board Committee of TPV. Sheldon Tse and Sheryl Cheung of King & Wood Mallesons acted as legal advisors to CEIEC (H.K.) Limited. Nicholas Norris and Joey Chau of KIRKLAND & ELLIS acted as legal advisors to TPV Technology Limited.