PDF《通力电子控股有限公司》

If you are in doubt as to any aspect about this circular, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitors, professional accountant or other professional adviser.

If you have sold or transferred all your Shares in TONLY ELECTRONICS HOLDINGS LIMITED (the Company ), you should at once hand this circular and proxy form enclosed herein to the purchaser or transferee, or to the bank or stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. 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. TONLY ELECTRONICS HOLDINGS LIMITED 通力电子控股有限公司(Incorporated in the Cayman Islands with limited liability) (Stock Code: 01249) CONTINUING CONNECTED TRANSACTIONS MASTER FINANCIAL SERVICES (2017 RENEWAL) AGREEMENT AND MAJOR TRANSACTIONS FOR THE DEPOSIT SERVICES AND ADVANCES TO AN ENTITY IN RESPECT OF THE DEPOSIT SERVICES UNDER THE MASTER FINANCIAL SERVICES (2017 RENEWAL) AGREEMENT Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders BEIJING SECURITIES LIMITED A letter from the Board is set out on pages

27 to

28 of this circular. A letter from the Independent Board Committee containing its recommendation to the Independent Shareholders is set out on page

29 of this circular. A letter from Beijing Securities Limited, the Independent Financial Adviser, containing its advice to the Independent Board Committee and the Independent Shareholders is set out on pages

30 to

55 of this circular. A notice convening the EGM of the Company to be held at 8th Floor, Building 22E,

22 Science Park East Avenue, Hong Kong Science Park, Shatin, New Territories, Hong Kong on

25 August 2017, Friday at 10:00 a.m. is set out on pages

66 to

67 of this circular. If there is a black rainstorm warning signal or a tropical cyclone warning signal number

8 or above in force at or after 8:00 a.m. on

25 August

2017 and/or the Hong Kong Observatory has announced at or before 8:00 a.m. on

25 August

2017 that either of the above mentioned warnings is to be issued within the next two hours, the EGM shall automatically be postponed to the next Business Day on which no black rainstorm warning signal or tropical cyclone warning signal number

8 or above is issued between the hours from 9:00 a.m. to 5:00 p.m. and in such case the EGM shall be held at 10:00 a.m. on that Business Day at 8th Floor, Building 22E,

22 Science Park East Avenue, Hong Kong Science Park, Shatin, New Territories, Hong Kong. Whether or not you are able to attend the EGM or any adjournment thereof (as the case may be) in person, please complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Hong Kong branch share registrar of the Company, Tricor Investor Services Limited, at Level 22, Hopewell Centre,

183 Queen'

s Road East, Hong Kong as soon as possible and in any event not later than

48 hours before the time appointed for holding the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish. i Page CONTENTS i DEFINITIONS