TUS International : NOTICE OF EXTRAORDINARY GENERAL MEETING

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TUS INTERNATIONAL LIMITED ઼ࠔ਷ყϞࠢʮ̡

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 872)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the "Meeting") of the shareholders of TUS International Limited (the "Company") will be held at Regus Conference Centre, 35/F., Central Plaza, 18 Harbour Road, Wanchai, Hong Kong at 9:30 a.m. on 30 January 2019 for the purpose of considering and, if thought fit, passing (with or without amendments) the following resolution as ordinary resolution:

ORDINARY RESOLUTION

1. "THAT: (a) the subscription agreement (the "Tuspark Subscription Agreement") dated 11

January 2019 entered into between the Company as issuer and Tuspark Venture Investment Ltd. as subscriber ("Tuspark Venture") (a copy of which has been produced to this meeting marked "A" for the purpose of identification) in relation to the subscription by Tuspark Venture for (i) 239,345,003 new ordinary shares of HK$0.01 each in share capital of the Company (the "Tuspark Subscription Shares", each a "Tuspark Subscription Share") at the subscription price of HK$0.6084 per Tuspark Subscription Share and (ii) the 0% convertible bonds due 2025 to be issued by the Company (the "New Convertible Bonds") in the aggregate principal amount of HK$89,882,500 which may be converted into new ordinary shares of HK$0.01 each in the share capital of the Company (the "Conversion Shares", each a "Conversion Share") at the initial conversion price of HK$0.6084 per Conversion Share (subject to adjustment) and the transactions contemplated thereby (collectively, the "Tuspark Subscription") be and are hereby approved, confirmed and ratified;

• (b) the subscription agreement (the "E-Town Subscription Agreement") dated 11 January 2019 entered into between the Company as issuer and E-Town International Holding (Hong Kong) Co., Limited as subscriber ("E-Town") (a copy of which has been produced to this meeting marked "B" for the purpose of identification) in relation to the subscription by E-Town for 387,080,868 new ordinary shares of HK$0.01 each in share capital of the Company (the "E-Town

  Subscription Shares", each an "E-Town Subscription Share") at the subscription

  price of HK$0.6084 per E-Town Subscription Share and the transactions contemplated thereby (collectively, the "E-Town Subscription") be and are hereby approved, confirmed and ratified;

• (c) the specific mandate for the allotment and issue of the Tuspark Subscription Shares, credited as fully paid, in accordance with the terms and conditions of the Tuspark Subscription Agreement be and is hereby approved;

• (d) the specific mandate for the allotment and issue of the Conversion Shares, credited as fully paid, upon conversion of the New Convertible Bonds in accordance with the terms and conditions thereof, be and is hereby approved;

• (e) the specific mandate for the allotment and issue of the E-Town Subscription Shares, credited as fully paid, in accordance with the terms and conditions of the E-Town Subscription Agreement be and is hereby approved;

• (f) any one director of the Company ("Director(s)") or (if affixing of seal is required) any two Directors (or one Director together with the company secretary of the Company) be authorised for and on behalf of the Company, among others, to execute, perfect, deliver (including under seal where applicable) all such other documents and deeds, and to do or authorise doing all such acts, matters and things, as he may in his absolute discretion consider necessary, expedient or desirable to give effect to and implement and/or complete all matters in connection with:

  (i) the Tuspark Subscription, the Tuspark Subscription Agreement and all other transactions contemplated thereunder, and the closing and implementation thereof;

• (ii) the E-Town Subscription, the E-Town Subscription Agreement and all other transactions contemplated thereunder, and the closing and implementation thereof;

• (iii) securing the fulfilment of the conditions precedent of completion of the Tuspark Subscription and the E-Town Subscription; and

• (iv) the approval of any amendments or variations to the Tuspark Subscription Agreement, the E-Town Subscription Agreement and/or the New Convertible Bonds, or the granting of waivers of any matters contemplated thereby that are, in the Director's opinion, not fundamental to the transactions contemplated thereby and are in the best interests of the Company, including without limitation the signing (under the common seal of the Company where required or expedient) of any supplemental or ancillary agreements and instruments and the giving of any undertakings and confirmations for any such purposes."

By Order of the Board TUS International Limited

Ma Chi Kong Karl

Chairman

Hong Kong, 15 January 2019

Registered office:

Cricket Square Hutchins Drive P.O. Box 2681

Grand Cayman KY1-1111

Cayman Islands

Head office and principal place of business in the PRC:

Room KJ02-07, 2nd Floor, Qidi Ke Jian Building Building No. 6

No. 1 Zhongguancun East Road Haidian District, Beijing, PRC

Principal place of business in

Hong Kong:

Unit 416, Level 4, Cyberport 3, Core F, 100 Cyberport Road,

Hong Kong

Notes:

• (i) Any member entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and vote on his behalf. A proxy need not be a member of the Company. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.

• (ii) In order to be valid, the form of proxy together with a power of attorney or other authority (if any) under which it is signed or a certified copy thereof, must be deposited at the Company's branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time appointed for the Meeting (or any adjournment thereof).

• (iii) Delivery of an instrument appointing a proxy shall not preclude a member from attending and voting in person at the Meeting and in such event, the instrument appointing a proxy shall be deemed to be revoked.

• (iv) Where there are joint holders of any shares, any one of such joint holders may vote either in person or by proxy in respect of such shares as if he/she was solely entitled thereto; but if more than one of such joint holders be present at the Meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company.

• (v) The transfer books and register of shareholders will be closed from 25 January 2019 (Friday) to 30

  January 2019 (Wednesday), both days inclusive, in order to determine the entitlement of shareholders to attend the above Meeting, during which period no share transfers can be registered. All transfers accompanied by the relevant share certificates must be lodged with the Hong Kong branch share registrar of the Company, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not later than 4:30 p.m. on 24 January 2019 (Thursday).

• (vi) Where there are joint holders of any shares, any one of such joint holders may vote either in person or by proxy in respect of such shares as if he/she was solely entitled thereto; but if more than one of such joint holders be present at the Meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company.

As at the date of this notice, the board of directors of the Company comprises Mr. Ma Chi Kong Karl (Chairman), Mr. Du Peng, Mr. Shen Xiao who are executive Directors, Mr. Tsang Ling Biu, Gilbert and Mr. Qin Zhiguang who are non-executive Directors, and Hon. Quat Elizabeth (JP), Mr. Poon Chiu Kwok and Mr. Wong Yuk Lun, Alan who are independent non-executive Directors.