Truly International : GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES AND RE-ELECTION OF DIRECTORS

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Truly International Holdings Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or other transferee or to the bank, 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.

TRULY INTERNATIONAL HOLDINGS LIMITED

信 利 國 際 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 00732)

GENERAL MANDATES

TO ISSUE AND REPURCHASE SHARES AND

RE-ELECTION OF DIRECTORS

A letter from the Board of Directors of Truly International Holdings Limited is set out on pages 2 to 4 of this circular. A notice convening the Annual General Meeting of Truly International Holdings Limited to be held at 2nd Floor, Chung Shun Knitting Centre, 1-3 Wing Yip Street, Kwai Chung, New Territories, Hong Kong on Wednesday, 2 June 2021 at 10:00 a.m. (or any adjournment thereof), is set out on pages 10 to 13 of this circular.

Whether or not they intend to attend the said meeting, Shareholders are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the Company's principal office at 2nd Floor, Chung Shun Knitting Centre, 1-3 Wing Yip Street, Kwai Chung, New Territories, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the meeting or any adjourned meeting thereof. Completion and return of the form of proxy shall not preclude Shareholders from attending and voting at the meeting or any adjourned meeting should they so desire.

29 April 2021

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DEFINITIONS

In this circular, the following expressions have the following meanings unless the context requires otherwise:

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LETTER FROM THE BOARD OF DIRECTORS

TRULY INTERNATIONAL HOLDINGS LIMITED

信 利 國 際 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

29 April 2021

To the Shareholders

Dear Sir or Madam,

GENERAL MANDATES

TO ISSUE AND REPURCHASE SHARES AND

RE-ELECTION OF DIRECTORS

INTRODUCTION

The purpose of this circular is to provide Shareholders with information relevant to the proposed general mandates to be given to the Directors for the issue and repurchase of Shares. A notice of annual general meeting of the Company to be convened to consider and, if thought fit, to pass resolution in connection with the above matters is set out on pages 10 to 13 of this circular. Resolutions will also be proposed to re-elect the retiring Directors in accordance with the articles of association of the Company (the ''Articles of Association'').

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

Ordinary resolutions will be proposed at the AGM to (i) grant a general mandate to the Directors to issue, allot and otherwise deal with Shares up to a maximum of 20 per cent. of the aggregate nominal amount of the issued and fully-paid share capital of the Company as at the

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LETTER FROM THE BOARD OF DIRECTORS

date of passing of the resolution (the ''Issue Mandate'') and (ii) approve the addition to the Issue Mandate so granted to the Directors any Shares with a nominal amount equal to the Shares repurchased by the Company under the authority and upon the granting of the Repurchase Mandate (as defined below). The Directors have no present intention to issue any new Shares.

An ordinary resolution will be proposed at the AGM to grant to the Directors to exercise the powers of the Company to repurchase its own securities on the Stock Exchange at any time during the period ended on the earliest of (i) the conclusion of the next annual general meeting of the Company, (ii) the date upon which such authority is revoked or varied at a general meeting of the Shareholders and (iii) the date by which the next annual general meeting of the Company is required to be held by laws or the Articles of Association, provided that the aggregate nominal amount of Shares to be purchased shall not exceed 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue at the date of passing of the relevant resolution (the ''Repurchase Mandate'').

As at the Latest Practicable Date, the number of Shares in issue was 3,289,229,398 Accordingly, assuming no repurchase or issue of Shares prior to the AGM, the exercise of the Repurchase Mandate in full would enable the Company to repurchase up to 328,922,939 Shares and the exercise of the Issue Mandate in full would enable the Company to allot and issue up to 657,845,879 Shares.

An explanatory statement to provide relevant information in respect of the Repurchase Mandate is set out in Appendix I to this circular.

RE-ELECTION OF DIRECTORS

According to Article 120 of the Articles of Association, not less than one-third of the Directors for the time being shall retire from office by rotation at every annual general meeting of the Company and the retiring Directors shall be eligible for re-election.

In accordance with Article 120, Mr. Wong Pong Chun, James (''Mr. Wong''), Mr. Cheung Wing Cheung (''Mr. Cheung'') and Mr. Chung Kam Kwong (''Mr. Chung'') shall retire from their offices by rotation at the AGM.

Being eligible, Mr. Wong, Mr. Cheung, and Mr. Chung will offer themselves for re-election as Directors. At the AGM, ordinary resolutions will be proposed for their respective re-election.

Mr. Chung was appointed as the Independent Non-executive Directors for more than nine years. Pursuant to the A.4.3 of Corporate Governance Code in appendix 14 of the Listing Rules, having served the Company for more than nine years could be relevant to the determination of an Independent Non-executive Director's independence and if an Independent Non-executive Director has served more than nine years, his further appointment should be subject to a separate resolution to be approved by shareholders.

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LETTER FROM THE BOARD OF DIRECTORS

The Company has received from Mr. Chung the confirmation of independence pursuant to Rule 3.13 of the Listing Rules. Mr. Chung have not engaged in any executive management of the Group. Taking into consideration of their independent scope of works in the past years, the Directors consider Mr. Chung to be independent under the Listing Rules despite the fact that they have served the Company for more than nine years. Accordingly, Mr. Chung will be subject to retirement by rotation and re-election by way of separate resolutions to be approved by the Shareholders at the AGM.

Particulars relating to Mr. Wong, Mr. Cheung and Mr. Chung are set out in Appendix II to this circular.

ANNUAL GENERAL MEETING AND PROXY PROCEDURE

A notice convening the AGM for the purpose of considering and, if thought fit, passing the above-mentioned ordinary resolutions is set out on pages 10 to 13 of this circular. A form of proxy is enclosed for use by Shareholders at the AGM. Shareholders are requested to complete and return the form of proxy to the Company's principal place of business in Hong Kong at 2nd Floor, Chung Shun Knitting Centre, 1-3 Wing Yip Street, Kwai Chung, New Territories, Hong Kong as soon as possible, but in any event not later than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof. The lodging of a form of proxy will not preclude a Shareholder from attending the AGM and voting in person should he so wish.

Pursuant to the Listing Rule 13.39, at any general meeting a resolution put to the vote of the meeting shall be decided by poll.

RECOMMENDATIONS

The Directors believe that the Issue Mandate to issue Shares and the Repurchase Mandate to repurchase Shares and the re-election of Directors are in the best interests of the Company. Accordingly the Directors recommend that you vote in favour of the resolutions to be proposed at the AGM.

RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief there are no other facts the omission of which would make any statement herein misleading.

Yours faithfully,

For and on behalf of the Board of

Truly International Holdings Limited

LAM WAI WAH

Chairman

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The following is the Explanatory Statement required to be sent to Shareholders for their consideration by the Listing Rules in relation to the Repurchase Mandate.

REPURCHASE MANDATE

It is proposed that, pursuant to the Repurchase Mandate, up to 10 per cent. of the fully- paid Shares in issue as at the date of the passing of the resolution for the grant of the Repurchase Mandate.

As at the Latest Practicable Date, the number of Shares in issue was 3,289,229,398. Accordingly, assuming that no Shares will be issued or repurchased prior to the AGM, the exercise of the Repurchase Mandate in full would enable the Company to repurchase up to 328,922,939 fully-paid Shares in issue.

Reasons for repurchases

The Directors believe that it is in the best interests of the Company and its Shareholders for the Directors to have a general authority from Shareholders to repurchase Shares in the market. Repurchases of Shares will only be made when and to the extent that the Directors believe that such repurchases will benefit the Company and its Shareholders. Repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the value of the Shares and/or the earnings per Share.

Funding of repurchases

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with its Memorandum and Articles of Association and the laws of the Cayman Islands. It is envisaged that the funds required for any repurchase would be derived from the capital paid up on the Shares to be repurchased and/or from the distributable profits of the Company.

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Market prices

The highest and lowest market prices at which the Shares have been traded on the Stock Exchange in the previous twelve months preceding the Latest Practicable Date are as follows:

No repurchases of Shares have been made by the Company whether on the Stock Exchange or otherwise during the six months prior to the Latest Practicable Date.

General

The Repurchase Mandate, if exercised in full, may have a material adverse impact on the working capital or gearing position of the Company as compared with the position disclosed in the Company's audited financial statements for the year ended 31 December 2020. The Directors, however, do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse impact on the working capital requirements or the gearing levels of the Company at the time of the relevant purchases.

None of the Directors nor, to the best of the knowledge and belief of the Directors (having made all reasonable enquiries), any of their associates, has any present intention to sell any Shares to the Company in the event that the Repurchase Mandate is granted by shareholders.

No connected persons (as defined in the Listing Rules) have notified the Company that they have a present intention to sell Shares to the Company, or have undertaken not to do so, in the event that the Repurchase Mandate is granted by shareholders.

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The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands.

If as a result of a share repurchase, a Shareholder's proportionate interest in the voting rights of the Company will increase, such increase will be treated as an acquisition for the purposes of Rules 26 and 32 of the Hong Kong Code on Takeovers and Mergers (the ''Takeovers Code''). As a result, a Shareholder, or group of Shareholders acting in concert, could obtain or consolidate control of the Company and may become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code. As at the Latest Practicable Date, Mr. Lam Wai Wah (''Mr. Lam'') and his family are beneficially interested in approximately 46.11 per cent. of the issued share capital of the Company. In the event the Directors exercised in full the power to repurchase Shares pursuant to the Repurchase Mandate, the percentage of the issued share capital of the Company in which Mr. Lam and his family would be beneficially interested would increase to 51.23 per cent. Such an increase would give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code. In the event that any exercise of the Repurchase Mandate would, to the knowledge of the Directors, have such a consequence under Rule 26 of the Takeovers Code, the Directors would not exercise the mandate to such an extent.

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The details of the Directors who will retire from their offices at the AGM and being eligible, will offer themselves for re-election at the AGM, are set out below:

Mr. Wong Pong Chun, James (''Mr. Wong''), aged 62, is an Executive Director of the Company, the Chief Operating Officer of the Group and a member of the Remuneration Committee and Nomination Committee of the Company. He is responsible for the Group's operations in respect of internal controls and risk management, investors' relationship and external affairs. He joined the Group in 1987. Mr. Wong has been an Independent Non- executive Director of Vital Innovations Holdings Limited (stock code: 06133) listed in Hong Kong since 30 December 2020. Mr. Wong does not have any relationship with any Director, senior management, substantial or controlling shareholder(s) of the Company, and, as at the Latest Practicable Date, he is deemed to be interested in 1,650,000 ordinary shares, of which 1,650,000 ordinary shares are held by his spouse, of the Company and is beneficially interested in RMB2,590,120 registered capital of the associated corporation, Truly Opto-Electronics Limited, of the Company within the meaning of Part XV of the Securities and Future Ordinance.

There is no service contract between the Company and Mr. Wong. His total remuneration was in the total sum of HK$1,770,000 for the financial year ended 31 December 2020. The amount comprised basic salary of HK$1,422,000 per annum, a year ended performance bonus of HK$312,000 and contribution to retirement benefit scheme of HK$36,000. The level of this remuneration was reviewed by the Remuneration Committee and determined on the basis of his responsibilities involved in the Company, the prevailing market conditions and the performance of the Company's results. His employment with the Company may be terminated by either party at any time upon one party giving to the other party three months' prior notice in writing or payment in lieu of notice.

Mr. Cheung Wing Cheung (''Mr. Cheung''), age 50, is an Executive Director of the Company. He holds a Master of Philosophy Degree and a Bachelor of Engineering Degree from The University of Hong Kong, and a Bachelor of Laws Degree from the University of London. He is responsible for overseas sales and marketing affairs (excluding handheld phone products) of the Group. Mr. Cheung has been serving the Group since year 2000 and in the senior management position for more than 10 years. Before joining the Group, he worked for the technical position from a multi-national technology company. Mr. Cheung does not have any relationship with any Director, senior management, substantial or controlling shareholder(s) of the Company, and, as at the Latest Practicable Date, he is beneficially interested in 566,000 ordinary shares of the Company and RMB324,020 registered capital of the associated corporation, Truly Opto-Electronics Limited, of the Company within the meaning of Part XV of the Securities and Future Ordinance.

There is no service contract between the Company and Mr. Cheung. His total remuneration was in the total sum of HK$1,848,000 for the financial year ended 31 December 2020. The amount comprised basic salary of HK$1,320,000, a performance bonus of HK$510,000 and contribution to retirement benefit scheme of HK$18,000. The level of this remuneration was reviewed by the Remuneration Committee and determined on the basis of his responsibilities involved in the Company, the prevailing market conditions and the

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performance of the Company's results. His employment with the Company may be terminated by either party at any time upon one party giving to the other party three months' prior notice in writing or payment in lieu of notice.

Save as disclosed above, Mr. Wong and Mr. Cheung do not have any interest of short position in the shares underlying shares of debentures of the Company or any of its association corporation within Part XV of the Securities and Future Ordinance.

Save as disclosed above, Mr. Wong and Mr. Cheung did not have other directorships held in listed public companies in the last three years.

Save as disclosed above, there is no other matter concerning Mr. Wong and Mr. Cheung that need to be brought to the attention of the Shareholders or any information that is required to be disclosed pursuant to paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules.

Mr. Chung Kam Kwong (''Mr. Chung''), aged 63, is an Independent Non-executive Director of the Company since September 2004 and the Chairman of the Group's Audit, Remuneration and Nomination Committees. He is a practicing Certified Public Accountant in Hong Kong, fellow member of the Hong Kong Institute of Certified Public Accountants, member of and the Australian Society of Certified Practising Accountants and a member of the Macau Society of Certified Practising Accountants. Mr. Chung has extensive experience in accounting and financial management. He has been an Independent Non-executive Director of Solartech International Holdings Limited (stock code: 01166) listed in Hong Kong. Mr. Chung does not have any relationship with any Director, senior management or controlling shareholder of the Company, and, as at the date hereof, he does not have any interests in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance.

There is no service contract between the Company and Mr. Chung. The appointment of Mr. Chung as an Independent Non-executive Director of the Company is for a term of one year. The term shall continue thereafter for successive terms of one year unless terminated by either party giving not less than one month's notice in writing to the other party. For the financial year ended 31 December 2020, Mr. Chung received an annual director's fee of HK$264,000. The amount of director's fee of Mr. Chung was reviewed by the Remuneration Committee and determined by reference to his duties and responsibilities within the Group.

Save as disclosed above, Mr. Chung does not have any interest of short position in the shares, underlying shares or debentures of the Company or any of its association corporation within Part XV of the Securities and Future Ordinance.

Save as disclosed above, Mr. Chung did not have other directorships held in listed public companies in the last three years.

Save as disclosed above, there is no other matter concerning Mr. Chung that needs to be brought to the attention of the Shareholders or any information that is required to be disclosed pursuant to paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules.

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NOTICE OF AGM

TRULY INTERNATIONAL HOLDINGS LIMITED

信 利 國 際 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 00732)

NOTICE IS HEREBY GIVEN that the Annual General Meeting of the Company will be held at 2nd Floor, Chung Shun Knitting Centre, 1-3 Wing Yip Street, Kwai Chung, New Territories, Hong Kong on Wednesday, 2 June 2021 at 10:00 a.m. for the following purposes and, if thought fit, passing, with or without modification, the following resolutions:

1. To receive and adopt the Audited Consolidated Financial Statements and the Reports of the Directors and the Auditors of the Company for the year ended 31 December 2020.
2. (a) To re-elect Mr. Wong Pong Chun, James as an Executive Director of the Company.
3. 1. To re-elect Mr. Cheung Wing Cheung as an Executive Director of the Company.
   2. To authorise the Board of Directors of the Company to fix the Directors' remuneration.
4. To re-elect Mr. Chung Kam Kwong (who has served as an Independent Non- executive Director for more than nine years) as an Independent Non-executive Director of the Company and to authorise the Board of Directors of the Company to fix his remuneration.
5. To re-appoint Deloitte Touche Tohmatsu as the Company's external auditor and to authorise the Board of Directors of the Company to fix their remuneration.
6. As special business, to consider and, if thought fit, pass the following resolutions, with or without modifications, as Ordinary Resolutions:

1. ''THAT:
2. 1. subject to paragraph (b) below, the exercise by the Directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase shares in the capital of the Company in accordance with all the applicable laws and the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited be and is hereby generally and unconditionally approved;

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NOTICE OF AGM

1. 1. the aggregate nominal amount of shares which may be repurchased by the Directors of the Company pursuant to the approval in paragraph (a) above shall not exceed 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this Resolution and the said approval shall be limited accordingly; and
   2. for the purpose of this Resolution ''Relevant Period'' means the period from the passing of this Resolution until whichever is the earlier of:
   3. 1. the conclusion of the next Annual General Meeting of the Company;
      2. the expiration of the period within which the next Annual General Meeting of the Company is required by law to be held; and
      3. the revocation or variation of the authority given under this Resolution by ordinary resolution of the Company in general meeting.''
2. ''THAT:
3. 1. subject to paragraph (c) below, the exercise by the Directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company, and to make or grant offers, agreements and options which might require the exercise of such power, be and is hereby generally and unconditionally approved;
   2. the approval in paragraph (a) above shall authorise the Directors of the Company during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such power after the end of the Relevant Period;
   3. the aggregate nominal amount of shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors of the Company pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined), (ii) the exercise of any option granted under any option scheme or similar arrangement for the time being adopted for the grant or issue to employees of the Company and/or any of its subsidiaries and/or other persons of options to subscribe for, or rights to acquire, shares of the Company, or (iii) the exercise of rights of subscription or conversion under the terms of any warrants issued by the Company, or any other securities which are convertible into shares of the Company, and from time to time outstanding, shall not exceed 20 per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this Resolution, and the said approval shall be limited accordingly; and

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NOTICE OF AGM

1. for the purpose of this Resolution:
   ''Relevant Period'' means the period from the passing of this Resolution until whichever is the earlier of:
2. 1. the conclusion of the next Annual General Meeting of the Company;
   2. the expiration of the period within which the next Annual General Meeting of the Company is required by law to be held; and
   3. the revocation or variation of the authority given under this Resolution by ordinary resolution of the Company in general meeting; and

''Rights Issue'' means an offer of shares or other securities open for a period fixed by the Directors of the Company to holders of shares on the Register of Members of the Company on a fixed record date in proportion to their then holdings of such shares (subject to such exclusion or other arrangements as the Directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws or the requirements of any recognised regulatory body or any stock exchange in any territory outside Hong Kong).''

1. ''THAT, subject to the passing of the Resolutions set out as Resolutions A and B in paragraph 5 of the notice convening this meeting, the general mandate granted to the Directors of the Company to exercise the powers of the Company to allot, issue and deal with additional shares in the capital of the Company pursuant to Resolution B referred to above be and is hereby extended by adding thereto an amount representing the aggregate nominal amount of shares in the capital of the Company repurchased by the Company pursuant to Resolution A referred to above (provided that such amount shall not exceed 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this Resolution).''

By Order of the Board

Lau Fan Yu

Company Secretary

Hong Kong, 29 April 2021

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NOTICE OF AGM

Notes:

1. A member entitled to attend and vote at the above meeting is entitled to appoint one or more proxies to attend and vote in his stead. A proxy need not be a member of the Company.
2. 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 that power of attorney or other authority, must be lodged at the Company's principal office in Hong Kong at 2nd Floor, Chung Shun Knitting Centre, 1-3 Wing Yip Street, Kwai Chung, New Territories, Hong Kong not less than 48 hours before the time fixed for holding the meeting or any adjournment thereof.
3. Concerning the ordinary resolutions set out in paragraphs 5B and 5C of the above notice, the approval is being sought from members as a general mandate in compliance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited. The Directors of the Company have no immediate plans to issue any new shares of the Company.
4. Concerning the resolutions set out in paragraph 5 of the above notice, a circular containing particulars of the proposed resolutions, a notice of the Annual General Meeting and an explanatory statement containing information regarding the resolution set out as Resolution A in paragraph 5 will be sent to shareholders with the Company's 2020 Annual Report.
5. For determining the entitlement to attend and vote at the 2021 Annual General Meeting, the Register of Members will be closed from Friday, 28 May 2021 to Wednesday, 2 June 2021, during the period no transfer of shares can be registered. In order to be eligible to attend and vote at the AGM, all transfers accompanied by relevant share certificates must be lodged with the Company's Branch Share Registrar, Tricor Secretaries Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration not later than 4:30 p.m. on Thursday, 27 May 2021.
6. Pursuant to the Rule 13.39 of the Listing Rules, at any general meeting a resolution put to the vote of the meeting shall be decided by poll.
7. A form of proxy for use at the above meeting is enclosed.

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