Tonly Electronics : SECOND PROXY FORM FOR THE EXTRAORDINARY GENERAL MEETING OF 25 AUGUST 2017

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

(Incorporated in the Cayman Islands with limited liability)

(the "Company")

(Stock Code: 01249) SECOND PROXY FORM FOR THE EXTRAORDINARY GENERAL MEETING OF 25 AUGUST 2017

I/We (1) of being the registered holder(s) of (2) shares of HK$1.00 each in the capital of the Company hereby appoint the Chairman of the Meeting, or (3) of

as my/our proxy to attend and vote for me/us in my/our name and on my/our behalf at the extraordinary general meeting of the Company ("Meeting") to be held at 8/F, Building 22E, 22 Science Park East Avenue, Hong Kong Science Park, Shatin, N.T., Hong Kong on 25 August 2017, Friday, at 10:00 a.m. (and at any adjournment thereof) for the purpose of considering and, if thought fit, passing the resolutions as set out in the notice convening the Meeting and at such Meeting (and any adjournment thereof) vote for me/us in my/our name(s) and on my/our behalf in respect of the following resolutions as indicated; and if no such indication is given, as my/our proxy(ies) thinks fit:

ORDINARY RESOLUTIONS		FOR(4)	AGAINST(4)
1.	to approve the Master Financial Services (2017 Renewal) Agreement (as defined in the circular of the Company dated 18 July 2017), the relevant terms and the transactions contemplated thereunder together with the relevant proposed annual caps as set out in the ordinary resolution No. 1 of the notice of the Meeting dated 18 July 2017
2.	to approve, confirm and ratify the Non-Competition Arrangement (including the Deed of Variation) (as defined in the supplemental circular of the Company dated 11 August 2017) as set out in the ordinary resolution No. 2 of the notice of the Meeting dated 11 August 2017

DatedSignature(5)(6)(7)(8)(9)(10)(11)

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS as shown in the register of members of the Company.

2. Please insert the number of shares registered in your name(s). If no number is inserted, this proxy form will be deemed to relate to all the shares in the Company registered in your name(s).

3. If you wish to appoint a proxy other than the Chairman of the Meeting, please strike out "the Chairman of the Meeting, or" and insert the name and address of the person you wish to appoint in BLOCK CAPITALS in the space provided. If you are a holder of two or more shares of the Company, you may appoint one or more proxies to attend and vote at the Meeting. A proxy need not be a member of the Company. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS PROXY. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE INDICATE WITH A "✓" IN THE APPROPRIATE BOX(ES) MARKED "FOR" BESIDE THE RESOLUTION. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, PLEASE INDICATE WITH A "✓" IN THE

   APPROPRIATE BOX(ES) MARKED "AGAINST" BESIDE THE RESOLUTION. In the absence of any such indication, the proxy(ies) will be entitled to cast his vote(s) or will abstain at his/her discretion. Your proxy(ies) will also be entitled to vote at his/her discretion on any resolution properly put to the Meeting other than those referred to in the notice.

5. The proxy form must be signed by you or your attorney duly authorised in writing. In the case of a corporation, this form must be executed under its common seal or under the hand of an officer or attorney duly authorised.

6. In the case of joint holders of shares, the vote of the senior who renders a vote, whether in person or by proxy, shall be accepted to the exclusion of the vote(s) of other joint holder(s) and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company. Several executors and administrators of a deceased member in whose name any share stands shall for such purpose be deemed joint holders thereof.

7. To be valid, this proxy form together with the power of attorney (if any) 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 in Hong Kong at Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for holding the Meeting or any adjournment thereof.

8. A proxy need not be a member of the Company, but must attend the Meeting in person to represent you. A proxy shall be entitled to exercise the same powers on behalf of a member who is an individual and for whom he acts as proxy(ies) as such member could exercise. In addition, a proxy shall be entitled to exercise the same powers on behalf of a member which is a corporation and for which he acts as proxy as such member could exercise if it were an individual member.

9. Completion and delivery of the proxy form will not preclude you from attending and voting at the Meeting if you so wish.

10. A member or his/her/its proxy should produce proof of identity when attending the Meeting. If a corporate member appoints its representative to attend the Meeting, such representative should produce proof of identity and a copy of the resolution of the board of directors or other governing body of that member appointing such representative to attend the Meeting.

11. The Company reserves its right to treat any form of proxy which has been incorrectly completed in some manner as valid if such incorrectness is considered by the Company, at its absolute discretion, not material.

12. IMPORTANT: PLEASE REFER TO PAGES 9 AND 10 OF THE SUPPLEMENTAL CIRCULAR OF THE COMPANY DATED 11 AUGUST 2017 FOR SPECIAL ARRANGEMENTS ABOUT COMPLETION AND SUBMISSION OF THIS SECOND FORM OF PROXY.

PERSONAL INFORMATION COLLECTION STATEMENT

"Personal Data" in this proxy(ies) form has the same meaning as "personal data" in the Personal Data (Privacy) Ordinance, Cap 486 of the laws of Hong Kong ("PDPO"), which includes you and your proxy(ies)'s name(s) and address(es).

Your supply of all Personal Data, including but not limited to the name(s) and address(es) of you and your proxy(ies), is on a voluntary basis. Personal Data of you and your proxy(ies) provided in this proxy(ies) form will be used for the purpose of and in connection with processing your request for the appointment of a proxy(ies) (or proxies) to attend, act and vote on your behalf as directed above at the Meeting of the Company (the "Purposes"). However, we may not be able to process your request unless you provide us with Personal Data of you and your proxy(ies). We may disclose to and/or transfer Personal Data of you and your proxy (or proxies) to the Company's branch share registrar Tricor Investor Services Limited, our agent, contractor, or third party service provider who provides administrative, computer and other services to us for use in connection with the Purposes and to such parties who are authorized by law to request for the Personal Data or are otherwise relevant for the Purposes and need to receive the Personal Data. The Personal Data of you and your proxy(ies) will be retained for such period as may be necessary to fulfil the Purposes and for our verification and record purposes. By providing the Personal Data of your proxy(ies) in this proxy form, you should have obtained the express consent (which has not been withdrawn in writing) from your proxy(ies) in using his/her Personal Data provided in this proxy form and that you have informed your proxy(ies) of the Purposes of and the manner in which his/her Personal Data may be used. You and your proxy(ies) have the right to request access to and/or correction of the relevant Personal Data in accordance with the provisions of PDPO and any such request should be in writing by mail to the Company/Tricor Investor Services Limited at the above address.