TUS International : (1) CONNECTED TRANSACTION IN RELATION TO ISSUE OF NEW SHARES AND CONVERTIBLE BONDS TO TUSPARK VENTURE UNDER SPECIFIC MANDATE; AND (2) ISSUE OF NEW SHARES TO E-TOWN UNDER SPECIFIC MANDATE

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional advisers.

If you have sold or transferred all your shares in TUS International Limited, you should at once hand this circular together with the enclosed form of proxy to the purchaser(s) or transferee(s) or to the bank, licensed securities dealer or registered institution in securities 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.

This circular appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities.

TUS INTERNATIONAL LIMITED ઼ࠔ਷ყϞࠢʮ̡

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 872)

(1) CONNECTED TRANSACTION

IN RELATION TO ISSUE OF NEW SHARES AND CONVERTIBLE BONDS

TO TUSPARK VENTURE UNDER SPECIFIC MANDATE; AND

(2) ISSUE OF NEW SHARES TO E-TOWN UNDER SPECIFIC MANDATE

Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in relation to the Tuspark Subscription

Capitalised terms used on this cover shall have the same meanings as those defined in the section headed "Definitions" in this circular, unless the context requires otherwise.

A letter from the Board is set out on pages 8 to 47 of this circular. A letter from the Independent Board Committee containing its recommendation to the Independent Shareholders in relation to the Tuspark Subscription is set out on pages 48 to 49 of this circular. A letter of advice from Gram Capital to the Independent Board Committee and the Independent Shareholders in relation to the Tuspark Subscription is set out on pages 50 to 68 of this circular.

A notice convening the EGM of TUS International Limited to be held at Regus Conference Centre, 35/F., Central Plaza, 18 Harbour Road, Wanchai, Hong Kong on Wednesday, 30 January 2019 at 9:30 a.m. is set out on pages EGM-1 to EGM-4 of this circular. A form of proxy for use by the Shareholders at the EGM is also enclosed. Such form of proxy is also published on the respective websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.tus-i.com). Whether or not you are able to attend and vote at the EGM in person, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Company's branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of 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 (as the case may be) should you so wish and in such event, the form of proxy shall be deemed to be revoked.

15 January 2019

CONTENTS
Page
Definitions ............................................................	1
Letter from the Board ...................................................	8

Letter from the Independent Board Committee .............................. 48

Letter from Gram Capital ............................................... 50

Appendix

-

General Information .......................................

I-1

Notice of EGM ......................................................... EGM-1

In this circular, the following expressions shall have the meanings set out below unless the context requires otherwise:

"0% Convertible Bond	the HK$61,000,000 0% coupon convertible bond due 2019
due 2019"	issued by the Company on 27 May 2016
"0% Convertible Bond	the HK$53,700,000 0% coupon convertible bond due 2023
due 2023"	issued by the Company on 21 June 2018
"6% Convertible Bond	the HK$300,000,000 6% coupon convertible bond due 2019
due 2019"	issued by the Company on 9 June 2017
"ADAS"	advanced driver assistance systems
"Acquisition"	the proposed acquisition of Telit Automotive by the
Company as contemplated under the Acquisition
Agreement, details of which are set out in the Company's
circular dated 26 December 2018
"Acquisition Agreement"	the agreement dated 12 July 2018 entered into between
the Company, Telit Automotive and the vendors named
therein in relation to the Acquisition (as amended and
supplemented by the side letter dated 11 December 2018
between the same parties)
"Board"	the board of Directors
"Business Day(s)"	any day(s) (excluding Saturday, Sunday and public holiday
and any day on which a tropical cyclone warning signal
number 8 or above is hoisted or on which a "black"
rainstorm warning signal is in force between 9:00 a.m. and
5:00 p.m.) on which banks are generally open for business
in Hong Kong

"Capital Distribution"

(i) any distribution of assets in specie by the Company for any financial period whenever paid or made and however described (and for these purposes a distribution of assets in specie includes without limitation an issue of Shares or other securities credited as fully or partly paid (other than Shares credited as fully paid) by way of capitalisation of reserves); and (ii) any cash dividend or distribution of any kind by the Company for any financial period (whenever paid and however described)

"Company"

TUS International Limited €઼ࠔ਷ყϞࠢʮ̡ , a company incorporated in the Cayman Islands with limited liability and the Shares of which are listed and traded on the Main Board of the Stock Exchange (stock code: 00872)

"connected person(s)"

has the meaning ascribed to it under the Listing Rules

"Conversion Period"

any time after the issue date of the New Convertible Bonds up to the close of business on seven (7) Business Days prior to the maturity date of the New Convertible Bonds or, if notice requiring redemption has been given by a bondholder, then up to the close of business on the date prior to the giving of such notice

"Conversion Price"

the conversion price per Conversion Share at which Conversion Shares will be issued, being initially HK$0.6084 per Conversion Share, which is subject to adjustment pursuant to the terms and conditions of the New Convertible Bonds

"Conversion Share(s)"

the Shares(s) which may fall to be allotted and issued upon exercise of the conversion right attaching to the New

Convertible Bonds

"Current Market Price"

in respect of a Share at a particular time on a particular date, the average of the closing prices quoted by the Stock Exchange for one Share (being a Share carrying full entitlement to dividend) for the five (5) consecutive Trading Days ending on the Trading Day immediately preceding such date, to be determined in accordance with the terms and conditions of the New Convertible Bonds

"Director(s)"

the director(s) of the Company

"E-Town"

E-Town International Holding (Hong Kong) Co., Limited €͵୿਷ყછٰ€࠰ಥϞࠢʮ̡ , a company incorporated in Hong Kong with limited liability

"E-Town Subscription"

the subscription of the E-Town Subscription Shares by E-Town pursuant to terms and conditions of the E-Town Subscription Agreement

"E-Town Subscription

Agreement"

the subscription agreement dated 11 January 2019 made between the Company and E-Town in respect of the E-Town Subscription

"E-Town Subscription

Shares"

387,080,868 new Shares to be issued by the Company for subscription by E-Town pursuant to the E-Town Subscription Agreement

"EGM"

an extraordinary general meeting of the Company to be convened to consider and, if thought fit, to approve the Tuspark Subscription and the E-Town Subscription

"Expert"

an independent bank of international repute (acting as an expert), selected by the Company and approved in writing by the holder(s) of the New Convertible Bonds in accordance with the terms and conditions of the New

Convertible Bonds