THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in TUS International Limited, you should at once hand this circular, together with the accompanying form of proxy to the purchaser(s) or the transferee(s), or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

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

TUS INTERNATIONAL LIMITED

啟 迪 國 際 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 872)

MAJOR AND CONNECTED TRANSACTION

IN RELATION TO

THE DISPOSAL OF 24.75% EQUITY INTEREST IN

SUZHOU ZHIHUA AUTOMOBILE ELECTRONICS CO., LTD

AND

NOTICE OF EGM

A notice convening an extraordinary general meeting of TUS International Limited to be held at Lecture Room 1 & 2, 1/F, TusPark Workhub, 118 Wai Yip Street, Kwun Tong, Hong Kong on 1 June 2021 at 12:00 p.m. (or immediately after the conclusion of the annual general meeting to be held on the same day, whichever is the earlier) is set out on pages EGM-1 to EGM-3 of this circular. A form of proxy for use at the extraordinary general meeting is also enclosed with this circular. Such form of proxy is also published on the websites of The Stock Exchange of Hong Kong Limited at www.hkex.com.hk and the Company at www.tus-i.com.

Whether or not you are able to attend the extraordinary general meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company's branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, as soon as practicable and in any event not later than 48 hours before the time appointed for holding the extraordinary general meeting, or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the extraordinary general meeting or any adjourned meeting (as the case may be) should you so wish. In such event, the instrument appointing a proxy shall be deemed revoked.

PRECAUTIONARY MEASURES

Please see page 1 of this circular for measures being taken to try to prevent and control the spread of the Novel Coronavirus (COVID-19) at the extraordinary general meeting, which will include:

  • compulsory body temperature checks
  • submission of health declaration form, which may be used for contact tracing, if required
  • compulsory wearing of surgical face masks for each attendee
  • no distribution of corporate gifts or refreshments

Any person who does not comply with the precautionary measures or is subject to any Hong Kong Government prescribed quarantine may be denied entry into the venue of the extraordinary general meeting. The Company also encourages its shareholders to consider appointing the chairman of the meeting as its/his/her proxy to vote on the relevant resolutions at the extraordinary general meeting as an alternative to attending the meeting in person. Subject to the development of COVID-19, the Company may implement further changes and precautionary measures and may issue further announcement on such measures as appropriate.

15 May 2021

CONTENTS

Page

PRECAUTIONARY MEASURES FOR THE EGM . . . . . . . . . . . . . . . . . . . . . . . . . . .

1

DEFINITIONS . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2

LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

6

APPENDIX I -

FINANCIAL INFORMATION OF THE GROUP. . . . . . . . . . . . . .

I-1

APPENDIX II -

GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

II-1

NOTICE OF EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

EGM-1

- i -

PRECAUTIONARY MEASURES FOR THE EGM

In view of the ongoing Novel Coronavirus ("COVID-19") pandemic and recent requirements, if any, for prevention and control of its spread, the Company will implement the following preventive measures at its extraordinary general meeting ("EGM"):

  1. Compulsory body temperature check will be conducted on every shareholder, proxy and other attendee at the entrance of the EGM venue. Any person with a body temperature of over 37.3 degrees Celsius may be denied entry into the EGM venue and be asked to leave the EGM venue.
  2. Shareholders that (a) have travelled, and have been in close contact with any person who has travelled, outside of Hong Kong (as per guidelines issued by the Hong Kong government at www.chp.gov.hk/en/features/102742.html) at any time in the preceding 14 days; (b) are, and have been, in close contact with any person who is, subject to any Hong Kong Government prescribed compulsory quarantine (including home quarantine); (c) are, and have been, in close contact with anyone who has contracted COVID-19, has been tested preliminarily positive of COVID-19 or is suspected of contracting COVID-19; or (d) have any flu-like symptoms, may be denied entry into the EGM venue and be asked to leave the EGM venue.
  3. All shareholders, proxies and other attendees are required to (i) fill in and submit health declaration form with information including travelling record and health condition; and (ii) wear surgical face masks inside the EGM venue at all times. Any person who does not comply with these requirements may be denied entry into the EGM venue and be asked to leave the EGM venue.
  4. No refreshments will be served, and there will be no corporate gifts. Seating will be arranged to ensure adequate physical distancing between attendees in order to reduce person-to-person contact.

To the extent permitted under the laws of Hong Kong, the Company reserves the right to deny entry into the EGM venue or require any person to leave the EGM venue in order to ensure the safety of the attendees at the EGM.

In the interest of all stakeholders' health and safety and consistent with recent COVID-19 guidelines for prevention and control, the Company reminds all shareholders that physical attendance in person at the EGM is not necessary for the purpose of exercising voting rights. As an alternative to attending the meeting in person, shareholders are encouraged to consider appointing the chairman of the EGM as their proxy to vote on the relevant resolutions at the EGM by submitting forms of proxy with voting instructions inserted.

The form of proxy is attached to this circular for shareholders who opt to receive printed copies of the Company's corporate communications. Alternatively, the form of proxy can be downloaded from the Company's website at www.tus-i.com and the website of The Stock Exchange of Hong Kong Limited at www.hkexnews.hk. If you are not a registered shareholder (if your shares are held via banks, brokers, custodians or the Hong Kong Securities Clearing Company Limited), you should consult directly with your banks or brokers or custodians (as the case may be) to assist you in the appointment of proxy.

- 1 -

DEFINITIONS

In this circular, the following terms have the meanings set forth below unless the context requires otherwise:

"2020 Annual Report"

"Announcement"

"Board"

"Business Day(s)"

"Company"

"Completion"

"connected person"

"Consideration"

"Director(s)"

"Disposal"

"EGM"

the annual report of the Company for the year ended 31 December 2020 published on 29 April 2021

the announcement of the Company dated 23 April 2021 in relation to the Disposal

the board of Directors of the Company

any normal working day other than a Saturday, Sunday or a statutory holiday in the PRC or Hong Kong

TUS International Limited（啟迪國際有限公司）, a company incorporated in the Cayman Islands with limited liability and the Shares of which are listed on the Main Board of the Stock Exchange (stock code: 00872)

completion of the Disposal pursuant to the terms of the Equity Transfer Agreement

has the meaning ascribed thereto under the Listing Rules

the consideration for the 24.7538% equity interest in the Target Company under the Equity Transfer Agreement, being the sum of RMB136,145,600 (equivalent to approximately HK$162.0 million)

the director(s) of the Company

the proposed disposal of 24.7538% equity interest in the Target Company under the Equity Transfer Agreement by the Vendor

an extraordinary general meeting of the Company to be convened to consider and, if thought fit, to approve the ordinary resolution in respect of the Disposal

- 2 -

DEFINITIONS

"Equity Transfer Agreement"

"Final Closing"

"Group"

"HK$"

"Hong Kong"

"Initial Closing"

"Latest Practicable Date"

"Listing Rules"

"Minority Shareholder"

"Parties"

the equity transfer agreement dated 23 April 2021 entered into between the Vendor, the Purchasers, the Target Company and the Minority Shareholder in relation to the Disposal

the payment of the sum of RMB86,145,600 from the Purchasers, specifically RMB73,839,086 and RMB12,306,514 from Purchaser 1 and Purchaser 2 respectively, to the Vendor's designated bank account

the Company and its subsidiaries

Hong Kong dollar, the lawful currency of Hong Kong

the Hong Kong Special Administrative Region

the payment of the sum of RMB50,000,000 from the Purchasers, specifically RMB42,857,143 and RMB7,142,857 from Purchaser 1 and Purchaser 2 respectively, to the Vendor's designated bank account

11 May 2021, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information for inclusion in this circular

the Rules Governing the Listing of Securities on the Stock Exchange

Suzhou Yinwo Investment Management Enterprise (Limited Partnership)*（蘇州茵沃投資管理企業（有限合夥））, a limited partnership established in the PRC with limited

liability

the parties to the Equity Transfer Agreement, namely, the Vendor, the Purchasers, the Target Company and the Minority Shareholder, each of which a "Party"

- 3 -

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TUS International Ltd. published this content on 14 May 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 May 2021 15:34:12 UTC.