Trony Solar : Circulars - Proposals for Re-election of Directors and Notice of Annual General Meeting

Trony_E_GM Cir.indb If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in Trony Solar Holdings Company Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or 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 Exchange and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this document, make no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

Trony Solar Holdings Company Limited

創益太陽能控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(stock code: 2468) PROPOSALS FOR RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of Trony Solar Holdings Company Limited to be held at Trony Industrial Park, No. 7 Baolong Road, Longgang District, Shenzhen, the PRC on Monday, 8 August 2016 at 10:30 a.m., at which, among other things, the above proposals will be considered, is set out on pages 10 to 11 of this circular.

Whether or not you intend to attend the Annual General Meeting, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to Trony Solar Holdings Company Limited's branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time of the meeting or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the meeting or any adjournment thereof should you so wish.

8 July 2016

Page

RESPONSIBILITY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ii DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 APPENDIX - DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING . . . . . . . . . . 5 NOTICE OF ANNUAL GENERAL MEETING 10

This circular, for which the Directors (as defined in the section headed "DEFINITIONS") of the Company collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules (as defined in the section headed "DEFINITIONS") for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive and there are no other matters the omission of which would make any statement herein or this circular misleading.

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

"AGM" the annual general meeting of the Company to be convened and held at Trony Industrial Park, No. 7 Baolong Road, Longgang District, Shenzhen, the PRC on Monday, 8 August 2016 at 10:30 a.m.

"Articles" the articles of association of the Company

"Board" the board of Directors

"Company" Trony Solar Holdings Company Limited, a company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the Main Board of the Stock Exchange

"Director(s)" director(s) of the Company

"Group" the Company and its subsidiaries

"Hong Kong" the Hong Kong Special Administrative Region of the PRC "Latest Practicable Date" 5 July 2016, being the latest practicable date prior to the

printing of this circular for ascertaining certain information contained herein

"Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange

"PRC" the People's Republic of China

"SFO" Securities and Futures Ordinance (Chapter 571, Laws of Hong Kong)

"Share(s)" ordinary shares of US$0.0001 each in the share capital of the Company

"Shareholder(s)" holder(s) of the Shares

"Stock Exchange" The Stock Exchange of Hong Kong Limited

"HK$" Hong Kong dollars and cents, the lawful currency of Hong Kong

"US$" United State dollars, the lawful currency of United States of America

"%" per cent.