About TUS-I

Overview

TUS International Limited (formerly known as Jinheng Automotive Safety Technology Holdings Limited) (the “Company”) and its subsidiaries (collectively the “Group”) is principally engaged in production and sale of automotive related products, car trading and provision of financing service for leasing motor vehicles and equipment.

BUSINESS REVIEW

The year of 2015 was an exciting and yet challenging year for our Group. In response to the continuing slowdown in the growth of the traditional automotive manufacturing industry, we continued to seek new business opportunities which include the automobile inventory financing and automotive internet related business, as well as the business of technology innovation incubator. The Group currently intends to (i) explore the prospects of developing the business of technology innovation incubator, which includes the business of shared workspace and services for and investments in small technology enterprises; (ii) explore the opportunity to develop online platforms for business-to-business (“B2B”) automobile inventory financing and business-to-customer (“B2C”) leasing services; and (iii) explore the opportunity to branch out into environmental industry in China.

Strengthening Business Structure

During the year of 2015, the Group had demonstrated its determination to maintain a sustainable business of the Group as well as actively exploring new business opportunities for business and risk diversification by strengthening the leadership of the Company with the joining of new directors and management who are experienced in different areas such as financial management and with vast business connections which can help the Group look for appropriate business opportunities and add value to the Group which enables the Group to develop sustainably.

Since early 2015, the Group has been exploring for business opportunities based on the experience and business connection of its management. In February 2015, the Group had acquired 20 premium cars comprising classic and/or premium cars and in December 2015, the Group acquired 51% interest in the share capital of a company, Optimus Financial Group Limited, focusing on the provision of B2C automobile financial leasing services to end users at a consideration of approximately HK$71.9 million from two independent third parties, which has been working to further penetrate into the automobile inventory financing market. The Board considered that such acquisitions allow the Group to tap into the car trading and financing business. Details of which are set out in the announcement of the Company dated 16 February 2015 and 3 December 2015, respectively.

In March 2015, the Group had also acquired 18% of the equity interest in More Cash Limited at a consideration of HK$73.0 million as a start to tap into the property investment business in the PRC. Details of which are set out in the announcements of the Company dated 13 March 2015 and 16 March 2015.

Meanwhile, with the vision to step into the new business so as to achieve sustainable growth, in October 2015, the Group had entered into agreements with associates of Tus-Holdings Limited, which wholly owns Tuspark Venture Investment Ltd which currently holds approximately 23% of the issued share capital of the Company, to form three joint ventures (“JV(s)”) companies in Suzhou, Kunshan and Nanjing, and agreed to contribute RMB30.0 million (equivalent to approximately HK$36.9 million), RMB30.0 million (equivalent to approximately HK$36.9 million) and RMB15.0 million (equivalent to approximately HK$18.45 million) as registered capital in cash, respectively. We consider that the formation of the JVs would allow the Group to leverage on the experience and networks of Tus-Holdings Limited in the incubator and accelerator business models, and therefore expect that the formation may provide a platform to expand the Group’s business portfolio, income source and enhance possibly its financial performance. Moreover, in November 2015, the Group entered into a non-legally binding memorandum of understanding with a company regarding a possible subscription, if materialises, will create a new business segment, which includes the business of shared workspace and services for and investments in small technology enterprises, in Hong Kong and the PRC. The Group is progressing with its due diligence on the business and will update the market in the very near future.

To further diversify the Group’s businesses, the Group entered into a non-legally binding memorandum of understanding in relation to a possible investment in Suzhou Yadu Environmental Protection Technology Co., Limited and its subsidiaries (collectively “Yadu Group”) in December 2015. Yadu Group cooperates with major B2C and consumer-to-consumer e-commerce and exhibition websites in the PRC. If this possible investment materialises, it will enable the Group to explore operational synergies based on existing and future businesses and at the same time capture the next wave of reform in the environmental sector in the PRC. Details of which are set out in the announcement of the Company dated 31 December 2015. The Group is also proceeding with its legal and financial due diligence on Yadu Group. Once an investment decision is made, the Group will publish further announcement.

OUTLOOK AND FUTURE PROSPECTS

The year of 2016 will remain a year full of challenges for our Group. The business in traditional automotive manufacturing segment will be increasingly difficult given the downturn of the traditional automotive safety product industry, particularly in the manufacturing sector, while the structural correction of the Chinese economy will inevitably put pressure on our overall business. Latest indicators paint a mixed macro picture of the economy. At present, the demand for imported cars in the PRC is generally strong. In view of the growing potential of the automobile inventory financing services, the Group intends to expand its automobile leasing business in the PRC and the sources of fund for the investment in offshore financing, so as to strive to protect its earnings by securing a relatively stable rate of return in the future. Further, having considered the growing popularity of internet financing in the PRC and subject to compliance with all rules and regulations in the PRC, the Group will, through the newly acquired company, explore the opportunity to develop online platforms for B2B automobile inventory financing and B2C leasing services. Given that no physical outlet is required for such services, it is expected that the online platforms could serve to enhance the efficiency of business operation by offering a simple, convenient and flexible internet financing solution to customers/end users and to attract a new pool of clientele.

After going through a series of transformations, we formally changed our name to “TUS International Limited” and adopted the Chinese name of “啟迪國際有限公司” as the dual foreign name of the Company in February 2016 to mark a new beginning and demonstrate our future strategy to improve perceptions of the Group.

In March 2016, the Group, with an aim of allocating resources more efficiently, had entered into an agreement to dispose of its entire equity interest of the direct wholly-owned subsidiary, Smooth Ever Limited. The Group in turn realised its past investment in the business segment of the production and sales of automotive components in the PRC. Details of which are set out in the announcement of the Company dated 1 March 2016.

The Board will proactively identify investment opportunities for automotive internet related business to expand and strengthen the business portfolio of the Group, integrate upstream and downstream resources in the industry, and seek to generate sustainable cash flow and profits through enhanced and new investments in the long run.

Meanwhile, the Group will explore the opportunity of Yadu Group’s online platforms, and add-on accessories for cars and upgrading of car air-conditioning systems, such as air purifiers, filtering systems for in-car air conditioners.

Whole-chain technological service provider with the science park as the carrier.