TCL Electronics Holdings Limited — Proxy Solicitation & Information Statement 2026

Apr 29, 2026

TCL

TCL ELECTRONICS HOLDINGS LIMITED

TCL電子控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 01070)

(the "Company")

PROXY FORM FOR THE ANNUAL GENERAL MEETING OF THE COMPANY

I/We (1)

of

being the registered holder(s) of (2)

ordinary shares of HK$1.00 each in the capital of the Company hereby appoint the chairperson of the annual general meeting of the company, or (3) of (address) as my/our proxy to attend and vote for me/us in my/our name and on my/our behalf at the annual general meeting of the Company ("Meeting") to be held at 8/F, Building 22E, 22 Science Park East Avenue, Hong Kong Science Park, Shatin, New Territories, Hong Kong, Hong Kong on 22 June 2026, Monday, at 2:30 p.m. (and at any adjournment or postponement thereof) for the purpose of considering, and if thought fit, passing the resolutions as set out in the notice convening the Meeting ("Notice") and at such Meeting (and any adjournment or postponement thereof) vote for me/us in my/our name(s) and on my/our behalf in respect of the following resolutions as indicated below; and if no such indication is given, as my/our proxy(ies) think(s) fit:

	ORDINARY RESOLUTION(S)	FOR(4)	AGAINST(5)
1.	To receive and adopt the audited consolidated financial statements and the reports of the directors of the Company ("Director(s)") and the independent auditor of the Company ("Auditor") for the year ended 31 December 2025.
2.	To declare a final dividend of HK$9.80 cents per ordinary share of the Company for the year ended 31 December 2025 to be paid out of the share premium account to the shareholders of the Company whose names appear on the register of members of the Company on 26 June 2026, Friday.
3.	To re-appoint Messrs. Ernst & Young as the Auditor and authorise the board of Directors to fix its remuneration.
4.	(a) To re-elect Ms. DU Juan as an executive Director.
	(b) To re-elect Mr. ZHANG Shaoyong as an executive Director.
	(c) To re-elect Mr. HUI Chi Kin Max as an independent non-executive Director.
5.	To authorise the board of Directors to fix the Directors' remuneration.
6.	To grant the general mandate to the Directors to allot, issue and deal with shares of the Company (including sale or transfer of treasury shares) (the "General Mandate") as set out in item 6 of the Notice.
7.	To grant the repurchase mandate to the Directors to repurchase the shares of the Company (the "Repurchase Mandate") as set out in item 7 of the Notice.
8.	To extend the General Mandate by the number of shares of the Company repurchased by the Company under the prevailing Repurchase Mandate as set out in item 8 of the Notice.
9.	To increase the authorised share capital of the Company from HK$3,000,000,000 divided into 3,000,000,000 shares of HK$1.00 each ("Share(s)") to HK$5,000,000,000 divided into 5,000,000,000 Shares by creating additional 2,000,000,000 new Shares as set out in item 9 of the Notice.
	SPECIAL RESOLUTION(S)	FOR(4)	AGAINST(5)
10.	To approve the Proposed Amendments (as defined in the circular of the Company dated 29 April 2026, the "Circular") and to adopt the Third Amended and Restated Memorandum and Articles (as defined in the Circular) as set out in item 10 of the Notice.

Dated

Signature(5)(6)(7)(8)

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS as shown in the register of members of the Company. The name of all joint holders should be stated.
2. Please insert the number of shares registered in your name(s). If no number is inserted, this proxy form will be deemed to relate to all the shares in the Company registered in your name(s).
3. If you wish to appoint a proxy other than the chairperson of the Meeting, please strike out "the chairperson of the annual general meeting of the Company, or" and insert the name and address of the person you wish to appoint in BLOCK CAPITALS in the space provided. If you are a holder of two or more shares of the Company, you may appoint one or more proxies to attend and vote at the Meeting. IF NO NAME IS INSERTED, THE CHAIRPERSON OF THE MEETING WILL ACT AS PROXY. ANY ALTERATION MADE TO THIS PROXY FORM MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.
4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE INDICATE WITH A "√" IN THE APPROPRIATE BOX(ES) MARKED "FOR" RESIDE THE RESOLUTION. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, PLEASE INDICATE WITH A "√" IN THE APPROPRIATE BOX(ES) MARKED "AGAINST" RESIDE THE RESOLUTION. In the absence of any such indication, the proxy(ies) will be entitled to cast his/her vote(s) or will abstain at his/her discretion. Your proxy(ies) will also be entitled to vote at his/her discretion on any resolution properly put to the Meeting other than those referred to in the Notice.
5. The proxy form must be signed by you or your attorney duly authorised in writing. In the case of a corporation, this form must be executed under seal or under the hand of an officer, attorney or other person duly authorised.
6. In the case of joint holders of shares, the vote of the senior who renders a vote, whether in person or by proxy, shall be accepted to the exclusion of the vote(s) of other joint holder(s) and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company. Several executors and administrators of a deceased member in whose name any share stands shall for such purpose be deemed joint holders thereof.
7. To be valid, this proxy form together with the power of attorney (if any) or other authority (if any) under which it is signed or a notarially certified copy thereof must be deposited at the Company's Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for holding the Meeting or any adjournment or postponement thereof.
8. A proxy need not be a member of the Company, but must attend the Meeting in person to represent you. A proxy shall be entitled to exercise the same powers on behalf of a member who is an individual and for whom he/she acts as proxy as such member could exercise. In addition, a proxy shall be entitled to exercise the same powers on behalf of a member which is a corporation and for which he/she acts as proxy as such member could exercise if it were an individual member.
9. Completion and delivery of the proxy form will not preclude you from attending and voting at the Meeting if you so wish, but your proxy's authority to vote on a resolution is to be regarded as revoked if you attend in person at the Meeting and vote on that particular resolution.
10. The Company reserves its right to treat any proxy form which has been incorrectly completed in some manner as valid if such incorrectness is considered by the Company, at its absolute discretion, not material.
11. The Company reserves its right to request (i) any member or his/her/its proxy to produce proof of identity when attending the Meeting; and (ii) any representative of a corporate member to produce proof of identity and a copy of the resolution of the board of directors or other governing body or power of attorney of that member appointing such representative to attend the Meeting.
12. Pursuant to Rule 13.39(4) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, all resolutions set out in the Notice will be decided by poll at the Meeting.

PERSONAL INFORMATION COLLECTION STATEMENT

"Personal Data" in this proxy form has the same meaning as "personal data" in the Personal Data (Privacy) Ordinance, Cap 486 of the laws of Hong Kong ("PDPO"), which includes the name(s) and address(es) of you and your proxy(ies).

Your supply of all Personal Data, including but not limited to the name(s) and address(es) of you and your proxy(ies), is on a voluntary basis. Personal Data of you and your proxy(ies) provided in this proxy form will be used for the purpose of and in connection with processing your request for the appointment of a proxy (or proxies) to attend, act and vote on your behalf as directed above at the Meeting of the Company (the "Purposes"). However, we may not be able to process your request unless you provide us with Personal Data of you and your proxy(ies). We may disclose to and/or transfer Personal Data of you and your proxy (or proxies) to the Company's branch share registrar Tricor Investor Services Limited, our agent, contractor, or third party service provider who provides administrative, computer and other services to us for use in connection with the Purposes and to such parties who are authorised by law to request for the Personal Data or are otherwise relevant for the Purposes and need to receive the Personal Data. The Personal Data of you and your proxy(ies) will be retained for such period as may be necessary to fulfil the Purposes and for our verification and record purposes. By providing the Personal Data of your proxy(ies) in this proxy form, you should have obtained the express consent (which has not been withdrawn in writing) from your proxy(ies) in using his/her Personal Data provided in this proxy form and that you have informed your proxy(ies) of the Purposes of and the manner in which his/her Personal Data may be used. You and your proxy(ies) have the right to request access to and/or correction of the relevant Personal Data in accordance with the provisions of PDPO and any such request should be in writing by mail to the Company/Tricor Investor Services Limited at the above address.