Tonly Electronics : SUPPLEMENTAL NOTICE OF EXTRAORDINARY GENERAL MEETING

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

TONLY ELECTRONICS HOLDINGS LIMITED 通力電子控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 01249)

SUPPLEMENTAL NOTICE OF EXTRAORDINARY GENERAL MEETING

This notice is supplemental to the notice of extraordinary general meeting of Tonly Electronics Holdings Limited (the "Company") dated 18 July 2017 ("First Notice") to convene the extraordinary general meeting of the Company 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. ("EGM") and this supplemental notice shall be read together with the First Notice.

SUPPLEMENTAL NOTICE IS HEREBY GIVEN that in addition to the resolution set out in the First Notice, the following resolution will be considered and, if thought fit, approved (with or without modification) by way of ordinary resolution by shareholders of the Company ("Shareholders") at the EGM:

1. "THAT

2. the Non-Competition Arrangement (including the Deed of Variation, as defined in the supplemental circular of the Company dated 11 August 2017 (the "Supplemental Circular")) be and is hereby approved, confirmed and ratified; and

3. any director of the Company be and is hereby authorised to sign or execute such other documents or supplemental agreements or deeds or take such action, do such things, as such director may in his opinion consider necessary or desirable for the purpose of implementing or giving effect to the Non-Competition Arrangement and Deed of Variation and completing the transactions contemplated under the Non-Competition Arrangement and by the Deed of Variation with such changes as such director may consider necessary, desirable or expedient."

By order of the Board

LIAO Qian

Chairman

Hong Kong, 11 August 2017

Notes:

1. Details of the resolution are set out in the Supplemental Circular. Unless otherwise defined in this supplemental notice of EGM, capitalised terms used in this supplemental notice of EGM shall have the same meanings as those defined in the Supplemental Circular.

2. A shareholder of the Company entitled to attend and vote at the EGM is entitled to appoint one or more proxy(ies) (if he/she/it is the holder of two or more shares) to attend and on a poll, vote instead of him/her at the EGM that the appointment shall specify the number and class of shares in respect of which such proxy is so appointed. A proxy need not be a member of the Company. In order to be valid, the instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power of authority, must be lodged with the Company's Hong Kong branch share registrar, Tricor Investor Services Limited ("Share Registrar"), at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof ("Closing Time").

3. Since the proxy form ("First Form of Proxy") sent together with the First Notice does not contain the proposed resolution for the Non-Competition Arrangement set out in this supplemental notice, a second form of proxy ("Second Form of Proxy") has been prepared and is enclosed with the Company's supplemental circular of which this supplemental EGM notice forms part.

4. A Shareholder who has not yet lodged the First Form of Proxy with the Share Registrar is requested to lodge the Second Form of Proxy if he/she wishes to appoint proxies to attend the EGM on his/her behalf. In this case, the First Form of Proxy should not be lodged with the Share Registrar.

5. A Shareholder who has already lodged the First Form of Proxy with the Company should note that:

6. if no Second Form of Proxy is lodged with the Share Registrar, the First Form of Proxy will be treated as a valid proxy form lodged by him/her if correctly completed. The proxy so appointed by the Shareholder shall be required to vote in such manner as he/she may be directed under the First Form of Proxy, and in respect of the resolution for the Non-Competition Arrangement as set out in this supplemental EGM notice, the proxy will be entitled to vote at his/ her discretion or to abstain from voting on such resolution.

7. if the Second Form of Proxy is lodged with the Share Registrar before the Closing Time, the Second Form of Proxy will revoke and supersede the First Form of Proxy previously lodged by him/her. The Second Form of Proxy will be treated as a valid form of proxy lodged by the Shareholder if correctly completed.

8. if the Second Form of Proxy is lodged with the Share Registrar after the Closing Time, or if lodged before the Closing Time but is incorrectly completed and/or incorrectly lodged, the proxy appointment under the Second Form of Proxy will be invalid. The proxy so appointed by the Shareholder under the First Form of Proxy, if correctly completed and duly lodged, will be entitled to vote in the manner as mentioned in (i) above as if no Second Form of Proxy was lodged with the Share Registrar. Accordingly, Shareholders are advised to complete the Second Form of Proxy carefully and lodge the Second Form of Proxy with the Share Registrar before the Closing Time.

9. Please refer to the First Notice for details in respect of other resolution to be considered at the EGM, eligibility for attending the EGM, registration procedures, closure of register of members and other relevant matters.

As at the date of this supplemental notice, the Board comprises Mr. YU Guanghui, Mr. SONG Yonghong and Mr. REN Xuenong as executive Directors; Mr. LIAO Qian as non-executive Director and Mr. POON Chiu Kwok, Mr. LI Qi and Mr. LEONG Yue Wing as independent Non-executive Directors.