China Silver Technology Holdings Limited — Proxy Solicitation & Information Statement 2016

Jul 28, 2016

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect about this circular or as to the action to be taken, you should consult a licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in TC Orient Lighting Holdings Limited (the ‘‘Company’’), you should at once hand this circular, together with the enclosed proxy form, to the purchaser or transferee or to the bank, licensed securities dealer 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.

TC ORIENT LIGHTING HOLDINGS LIMITED 達進 東 方 照 明 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability) website: www.tatchun.com (Stock Code: 515)

(1) PROPOSED ADOPTION OF NEW SHARE OPTION SCHEME (2) PROPOSED INCREASE IN AUTHORIZED SHARE CAPITAL (3) RE-ELECTION OF RETIRING DIRECTOR AND

(4) NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening an extraordinary general meeting of the Company to be held at Unit 1001E, 10/F, East Ocean Centre, 98 Granville Road, Tsim Sha Tsui, Kowloon, Hong Kong on Friday, 19 August 2016 at 11:00 a.m. is set out on pages 19 to 21 of this circular.

Whether or not you are able to attend the meeting, you are requested to complete and return the accompanying proxy form in accordance with the instructions printed thereon and return the same to the branch share registrar of the Company in Hong Kong, 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 less than 48 hours before the time appointed for holding of the meeting or any adjournment thereof (as the case may be). Completion and return of the proxy form shall not preclude you from attending and voting in person at the meeting or any adjournment thereof should you so desire.

29 July 2016

CONTENTS

		Page
DEFINITIONS	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		3
APPENDIX I	— SUMMARY OF THE PRINCIPAL TERMS OF THE
	NEW SHARE OPTION SCHEME . . . . . . . . . . . . . . . . . . . . . . . . . .	9
APPENDIX II	— DETAILS OF DIRECTOR PROPOSED TO BE
	RE-ELECTED AT THE EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	18
NOTICE OF EXTRAORDINARY GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . .		19

– i –

DEFINITIONS

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

• ‘‘Adoption Date’’

the date on which the New Share Option Scheme of the Company is conditionally adopted by resolution of the Shareholders at the EGM

• ‘‘Article(s)’’

the article(s) of association of the Company

• ‘‘associate(s)’’

• having the meaning ascribed thereto under the Listing Rules

• ‘‘Board’’

• the board of Directors

• ‘‘Company’’

TC Orient Lighting Holdings Limited, a company incorporated in the Cayman Islands with limited liability and the Shares of which are listed on the main board of the Stock Exchange with stock code: 515

• ‘‘connected person(s)’’

having the meaning ascribed thereto under the Listing Rules

• ‘‘Corporate Governance Code’’

• the code set out in Appendix 14 of the Listing Rules

• ‘‘Director(s)’’

• director(s) of the Company

• ‘‘EGM’’ or ‘‘Extraordinary General Meeting’’

• the extraordinary general meeting of the Company to be held at Unit 1001E, 10/F, East Ocean Centre, 98 Granville Road, Tsim Sha Tsui, Kowloon, Hong Kong on Friday, 19 August 2016 at 11:00 a.m. or any adjournment thereof

• ‘‘EGM Notice’’

• the notice convening the EGM, which is set out on pages 19 to 21 of this circular

• ‘‘Eligible Participant(s)’’

• any person(s) who satisfies the eligibility criteria under the New Share Option Scheme

• ‘‘Grantee(s)’’

• any Eligible Participant(s) who accepts an Offer in accordance with the terms of the New Share Option Scheme or, where the context so permits, a legal personal representative entitled to any such Options in consequence of the death of the original Grantee(s)

• ‘‘Group’’ the Company and its subsidiaries from time to time

• ‘‘Hong Kong’’

the Hong Kong Special Administrative Region of the People’s Republic of China

– 1 –

DEFINITIONS

• ‘‘Increase in Authorized Share Capital’’

• the proposed increase in authorized share capital of the Company from HK$200,000,000.00 divided into 2,000,000,000 Shares to HK$400,000,000.00 divided into 4,000,000,000 Shares by the creation of additional 2,000,000,000 Shares

• ‘‘Latest Practicable Date’’ 26 July 2016, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained in this circular

• ‘‘Listing Rules’’

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

• ‘‘New Share Option Scheme’’

• the share option scheme proposed to be approved and adopted by the Company by the Shareholders at the EGM, a summary of the principal terms of which are set out in the Appendix to this circular

• ‘‘Offer’’

• the offer of the grant of Options made in accordance with the New Share Option Scheme

• ‘‘Offer Date’’ the date on which an Offer is made to an Eligible Participant

• ‘‘Old Share Option Scheme’’ the share option scheme as adopted by the Company on 5 June 2006 and expired on 4 June 2016

• ‘‘Option Period’’ in respect of any particular Option, a period to be notified by the Board to each Grantee during which an Option may be exercised, such period not exceeding a period of ten years commencing on the Offer Date and expiring on the last day of such period

• ‘‘Option(s)’’ share option(s) to subscribe for Shares granted pursuant to the New Share Option Scheme

• ‘‘Share(s)’’ ordinary share(s) of HK$0.10 each in the share capital of the Company

• ‘‘Shareholder(s)’’

• holder(s) of Share(s)

• ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited

• ‘‘substantial shareholder(s)’’ having the meaning ascribed thereto under the Listing Rules

• ‘‘Takeovers Code’’

• The Hong Kong Code on Takeovers and Mergers

• ‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong

• ‘‘%’’

• per cent.

– 2 –

LETTER FROM THE BOARD

TC ORIENT LIGHTING HOLDINGS LIMITED 達進東方照明控股有限公司

(Incorporated in the Cayman Islands with limited liability) website: www.tatchun.com

(Stock Code: 515)

Executive Directors: Mr. Chen Yongsen (Chairman) Mr. Wang Shi Jin (Chief Executive Officer) Mr. Chen Hua Mr. Wong Wing Choi

Registered Office: Cricket Square Hutchins Drive P. O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Independent Non-executive Directors:

Mr. Anson Poon Wai Kong Mr. Poon Chi-Choy, Sonny Mr. Ye Ji Li Mr. Li Hongxiang

Principal place of business in Hong Kong: Unit 1001E, 10/F, East Ocean Centre 98 Granville Road Tsim Sha Tsui, Kowloon Hong Kong 29 July 2016

To the Shareholders

Dear Sir or Madam,

(1) PROPOSED ADOPTION OF NEW SHARE OPTION SCHEME

(2) PROPOSED INCREASE IN AUTHORIZED SHARE CAPITAL (3) RE-ELECTION OF RETIRING DIRECTOR AND

(4) NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

The purpose of this circular is to give you details of: (i) the proposed adoption of the New Share Option Scheme; (ii) the proposed Increase in Authorized Share Capital; and (iii) the reelection of retiring director, all of which will be proposed at the EGM for the Shareholders’ consideration and, where appropriate, for approval.

– 3 –

LETTER FROM THE BOARD

OLD SHARE OPTION SCHEME

The Old Share Option Scheme was adopted by the Company on 5 June 2006 and expired on 4 June 2016. Upon expiry of the Old Share Option Scheme, no further share option should be granted under the expired scheme but in all other respects the rules of the Old Share Option Scheme remain in full force and effect to the extent necessary to give effect to the exercise of any share options granted prior thereto or otherwise as may be required in accordance with the rules of the Old Share Option Scheme, and share options which were granted prior to the termination or expiry of the Old Share Option Scheme will continue to be valid and exercisable in accordance with the rules of the Old Share Option Scheme and their terms of issue.

As at the Latest Practicable Date, options to subscribe for an aggregate of 31,502,254 Shares, representing 3.49% of the issued share capital of the Company of 902,257,664 Shares as at the Latest Practicable Date, were outstanding under the Old Share Option Scheme. Details of these outstanding share options granted under the Old Share Option Scheme as at the Latest Practicable Date were as follows:

			Exerciseable
		Exercisable	price per	Outstanding
Nature of grantees	Date of Grant	period	shares	options
Directors	2/9/2011	2/9/2011 to	1.747	2,777,778
		2/9/2021
	22/10/2014	22/10/2014 to	1.035	7,443,041
		21/10/2024
Employees	2/9/2011	2/9/2011 to	1.747	2,415,459
		2/9/2021
	22/10/2014	22/10/2014 to	1.035	4,202,899
		21/10/2024
Consultants	29/11/2010	29/11/2010 to	2.807	1,570,048
		28/11/2020
	22/10/2014	22/10/2014 to	1.035	13,093,029
		21/10/2024

PROPOSED ADOPTION OF A NEW SHARE OPTION SCHEME

The Old Share Option Scheme, which was adopted by the Company on 5 June 2006 for a period of ten years, has expired on 4 June 2016. In order to continue to provide the Company with a flexible means of giving incentive or rewards to Eligible Participants for their retention and contribution or potential contribution to the Group, the Board proposes that the New Share Option Scheme be approved and adopted by the Shareholders at the EGM.

– 4 –

LETTER FROM THE BOARD

Adoption of the New Share Option Scheme is subject to the following conditions precedent:

• (i) passing of the ordinary resolution to approve and adopt the New Share Option Scheme at the EGM; and

• (ii) the Listing Committee of the Stock Exchange granting the approval for the listing of, and permission to deal in, any Shares to be issued and allotted by the Company upon the exercise of the Options to be granted under the New Share Option Scheme.

Application will be made to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Shares to be issued and allotted upon the exercise of the Options granted under the New Share Option Scheme.

In compliance with Rule 17.02(2) of the Listing Rules, the total number of new Shares in respect of which share options may be granted under the New Share Option Scheme and any other schemes shall not exceed 10% of the Shares in issue as the date of approval of the New Share Option Scheme, unless the Company obtains approval from its shareholders to refresh the 10% limit and on the basis that the maximum number of new Shares in respect of which Options may be granted and yet to be exercised under the New Share Option Scheme and any other schemes shall not exceed 30% of the Shares in issue from time to time.

As at the Latest Practicable Date, the issued share capital of the Company comprised 902,257,664 Shares, and the maximum number of Shares in the Company that may be issued under the New Share Option Scheme on the date of its adoption (i.e. the 10% scheme mandate limit) will be 90,225,766 Shares.

The New Share Option Scheme does not specify a minimum period for which an Option must be held nor a performance target which must be achieved before an Option can be exercised. However, the rules of the New Share Option Scheme provide that the Directors may determine, at their sole discretion, such terms on the grant of an Option. This determination may vary on a case by case basis but no such terms shall be imposed the result of which will be to the advantage of the Eligible Participants without the prior approval of Shareholders in general meeting. The basis for determination of the Subscription Price is also specified precisely in the rules of the New Share Option Scheme. The Directors consider that these criteria and rules will serve to preserve the value of the Company and encourage the Eligible Participants to acquire proprietary interests in the Company.

None of the Directors are appointed as trustees of the New Share Option Scheme or have a direct or indirect interest in the trustees of the New Share Option Scheme.

The Board considers that it is inappropriate to state the value of all Options that may be granted pursuant to the New Share Option Scheme as if they had been granted on the Latest Practicable Date given that the variables which are critical for the calculation of the value of such Options, including the Subscription Price, the timing of the grant of such Options, the period during which the Options may be exercised and any other condition that the Board may impose on the Options, have not been determined. As no Options have been granted under the New Share Option Scheme, these variables are not available for calculating the value of the

– 5 –

LETTER FROM THE BOARD

Options. With a scheme life of 10 years it is too premature to state at present whether or not any Options will be granted under the New Share Option Scheme. Accordingly, the Board believes that any calculation of the value of the Options as at the Latest Practicable Date based on a great number of theoretical bases and speculative assumptions would not be meaningful to Shareholders.

The Board considers that in order to attract, retain and motivate employees, including directors of the Group to strive for the future development of the Group, it is important that the Group should continue to provide them with an additional incentive and encouragement by offering them an opportunity to obtain an ownership interest in the Company and to enjoy the results of the Company attained through their efforts and contributions.

The Board further considers that in order to enable the Group to motivate Eligible Participants to utilise their performance and efficiency for the benefit of the Group and to attract and retain or otherwise maintain an on-going business relationship with such Eligible Participants whose contributions are or will be beneficial to the long term growth of the Group, it is important that the Group should be permitted to provide them, where appropriate, with an additional incentive by also offering them an opportunity to obtain an ownership interest in the Company and to reward them for contributing to the success of the business of the Group. The Board believes that the adoption of the New Share Option Scheme will benefit the Company’s future business development and is in the best interests of the Company and the Shareholders as a whole.

A summary of the principal terms of the New Share Option Scheme is set out in the Appendix to this circular. Copies of the New Share Option Scheme are also available for inspection at the Company’s principal place of business in Hong Kong up to and including the date of the EGM, and at the EGM.

PROPOSED INCREASE IN AUTHORIZED SHARE CAPITAL

The current authorized share capital of the Company is HK$200,000,000.00 divided into 2,000,000,000 Shares of HK$0.10 each, of which 902,257,664 Shares are in issue and 1,097,742,336 Shares are authorized but unissued as at the Latest Practicable Date.

In order to provide the Company with flexibility for fund raising by allotting and issuing new Shares in the future as and when appropriate, the Board proposes to increase the authorized share capital of the Company from HK$200,000,000.00 divided into 2,000,000,000 Shares to HK$400,000,000.00 divided into 4,000,000,000 Shares by the creation of additional 2,000,000,000 Shares, which will rank pari passu in all respects with each other.

The Increase in Authorized Share Capital is subject to the passing of an ordinary resolution of Shareholders approving the Increase in Authorized Share Capital at the EGM.

The Directors have no present intention of issuing any part of the proposed increased authorized share capital of the Company.

– 6 –

LETTER FROM THE BOARD

RE-ELECTION OF RETIRING DIRECTOR

In accordance with the code provision A.4.2 of Corporate Governance Code, Mr. Li Hongxiang (the ‘‘Retiring Director’’) will retire at the EGM and is eligible for re-election at the EGM.

Details of the Retiring Director to be re-elected at the EGM which are required to be disclosed by the Listing Rules are set out in Appendix II to this circular.

THE EGM

The EGM Notice is set out on pages 19 to 21 of this circular. A form of proxy for use at the EGM is also enclosed with this circular.

Whether or not you are able to attend the EGM, you are requested to complete the proxy form enclosed in this circular in accordance with the instructions printed thereon and return the same to the Company’s Hong Kong branch share registrar, 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 less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof. Completion and return of the proxy form shall not preclude you from attending and voting at the meeting or any adjournment thereof should you so wish and in such event the instrument appointing a proxy shall be deemed to be revoked.

VOTING BY POLL

In accordance with Rule 13.39(4) of the Listing Rules, all votes of the Shareholders to be taken at the EGM shall be taken by poll unless it relates purely to a procedural or administrative matter and the chairman, in good faith, decides to allow such matter to be voted on by a show of hands. The chairman of the meeting will therefore demand a poll for every resolution put to the vote of the pursuant to Article 66 of the Articles.

No Shareholder is required to abstain from voting on the resolutions to be proposed at the EGM.

The Company will publish an announcement on the poll results of the EGM after the conclusion of the EGM.

RECOMMENDATION

The Board is of the view that (a) the proposed adoption of the New Share Option Scheme; (b) the proposed Increase in Authorized Share Capital; and (c) the re-election of the Retiring Director are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends that the Shareholders vote in favour of the relevant resolutions as set out in the EGM Notice.

– 7 –

LETTER FROM THE BOARD

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules 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.

GENERAL

Your attention is drawn to the additional information set out in the Appendices to this circular.

The English texts of this circular and the accompanying proxy form shall prevail over the Chinese texts in case of inconsistency.

DOCUMENTS AVAILABLE FOR INSPECTION

A summary of the principal provisions of the New Share Option Scheme is set out in the Appendix to this circular. Copies of the New Share Option Scheme are available for inspection at the Company’s principal place of business in Hong Kong at Unit 1001E, 10/F, East Ocean Centre, 98 Granville Road, Tsim Sha Tsui, Kowloon, Hong Kong during normal business hours up to and including the date of the EGM, and at the EGM.

Yours faithfully,

For and on behalf of the Board TC Orient Lighting Holdings Limited Chen Yongsen Chairman

– 8 –

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX I

The following is a summary of the principal terms of the New Share Option Scheme:

1. PURPOSE OF THE NEW SHARE OPTION SCHEME

• (a) The New Share Option Scheme is a share incentive scheme and is established to provide the Company with a flexible means of giving incentive or rewards to Eligible Participants for their retention and contribution or potential contribution to the Group.

• (b) The New Share Option Scheme will provide the Eligible Participants with an opportunity to have a personal stake in the Company with a view to motivating the Eligible Participants to utilise their performance and efficiency for the benefit of the Group and attracting and retaining or otherwise maintaining an on-going relationship with the Eligible Participants whose contributions are or will be beneficial to the long term growth of the Group.

2. BASIS FOR DETERMINING THE ELIGIBLE PARTICIPANTS

The Eligible Participants of the New Share Option Scheme are determined taking into account the Company’s operations and financial situation from time to time and the contributions and potential contributions which the Eligible Participants have made or may make to the Group, and in accordance with the rules of the relevant stock exchange(s), the laws and regulations of the relevant jurisdictions and the relevant provisions of the Articles of the Company.

The Board may at its discretion grant Options to the following Eligible Participants:

• (i) any director, employee (whether full time or part time employee), consultant or adviser of or contractor to the Group or any entity in which any member of the Group holds any interest (the ‘‘Invested Entity’’);

• (ii) any discretionary trust whose discretionary objects include any director, employee (whether full time or part time employee), consultant or adviser of or contractor to the Group or any Invested Entity; and

• (iii) a company beneficially owned by any director, employee (whether full time or part time employee), consultant or adviser of or contractor to the Group or any Invested Entity.

– 9 –

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX I

3. MAXIMUM NUMBER OF SHARES AVAILABLE FOR SUBSCRIPTION UNDER THE NEW SHARE OPTION SCHEME

(a) 30% limit

The overall limit on the number of Shares which may be issued upon exercise of all outstanding options granted and yet to be exercised under the New Share Option Scheme and any other share option schemes of the Company must not exceed 30% of the Shares in issue from time to time (the ‘‘Scheme Limit’’).

(b) 10% limit

In addition to the Scheme Limit, and subject to the following paragraph, the total number of Shares which may be issued upon exercise of all options to be granted under the New Share Option Scheme and any other share option schemes of the Company must not in aggregate exceed 10% of the Shares in issue as at the date of approval of the New Share Option Scheme (excluding any options which have lapsed in accordance with the terms of the New Share Option Scheme or any other share option schemes of the Company) (the ‘‘Scheme Mandate Limit’’).

The Company may, from time to time, refresh the Scheme Mandate Limit by obtaining the approval of the Shareholders at a general meeting. Once refreshed, the total number of securities which may be issued upon exercise of all options to be granted under the New Share Option Scheme and all other share option schemes of the Company under the limit, as refreshed, must not exceed 10% of the Shares in issue as at the date of approval of the refreshed limit. Options previously granted under the New Share Option Scheme and/or any other share option schemes, including without limitation any options which are outstanding, cancelled, lapsed or exercised, will not be counted for the purpose of calculating the refreshed Scheme Mandate Limit.

The Company may seek separate approval of the Shareholders in general meeting for granting Options beyond the Scheme Mandate Limit or the refreshed Scheme Mandate Limit provided the Options in excess of such limit are granted only to the Eligible Participants specifically identified before such approval is sought. A circular containing a generic description of the specified Eligible Participants who may be granted such Options, the number and terms of the Options to be granted, the purpose of granting Options to the specified Eligible Participants with an explanation as to how the terms of the Options serve such purpose and other information required under the Listing Rules must be sent to the Shareholders.

– 10 –

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX I

4. MAXIMUM ENTITLEMENT OF EACH ELIGIBLE PARTICIPANT

Unless approved by the Shareholders, the total number of securities issued and to be issued upon exercise of the Options granted to each Eligible Participant (including both exercised and outstanding Options) in any 12-month period must not exceed 1% of the Shares in issue. Where any further grant of Options to an Eligible Participant would result in the Shares issued and to be issued upon exercise of all Options granted and to be granted to such Eligible Participant (including exercised, cancelled and outstanding Options) in the 12-month period up to and including the date of such further grant representing in aggregate over 1% of the relevant class of securities in issue, such further grant must be separately approved by the Shareholders in general meeting with such Eligible Participant and his associates abstaining from voting.

5. PERFORMANCE TARGET

Unless otherwise determined by the Directors at their sole discretion, there is no performance target which must be satisfied or achieved before the Options can be exercised.

6. MINIMUM PERIOD FOR WHICH AN OPTION MUST BE HELD

Unless otherwise determined by the Directors at their sole discretion, there is no requirement of a minimum period for which an Option must be held before such an Option can be exercised under the terms of the New Share Option Scheme.

7. SUBSCRIPTION PRICE OF SHARES

The Subscription Price must be at least the highest of: (a) the closing price of a Share as stated in the daily quotations sheet of the Stock Exchange on the date of grant which must be a Business Day; and (b) the average of the closing prices of the Shares as shown on the daily quotations sheets of the Stock Exchange for the five Business Days immediately preceding the date of grant; and (c) the nominal value of a Share.

8. AMOUNT PAYABLE UPON ACCEPTANCE OF OPTION

HK$1.00 is payable by each Eligible Participant to the Company on acceptance of an Offer of an Option, which shall be paid within 21 days from the Offer Date.

9. TERM OF THE NEW SHARE OPTION SCHEME

The New Share Option Scheme shall commence on the date it becomes unconditional and shall continue in force until the tenth anniversary of such date.

10. RIGHTS PERSONAL TO THE OPTION HOLDER

An Option shall be personal to the Grantee and shall not be assignable and no Grantee shall in any way sell, transfer, charge, mortgage, encumber or create any interest in favour of any third party over or in relation to any Option.

– 11 –

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX I

11. TIME OF EXERCISE OF OPTION

An Option shall be exercisable at any time during an Option Period to be notified by the Board to each Grantee, provided that no Option shall be exercisable later than ten years after its date of Grant.

12. GRANT OF AN OPTION TO CONNECTED PERSONS

• (a) Any grant of Options to a connected person of the Company or its associates must be approved by the independent non-executive directors (excluding any independent non-executive director who is a Grantee).

• (b) Where Options are proposed to be granted to a substantial shareholder of the Company or an independent non-executive director or any of their respective associates, and where the total number of Shares issued and to be issued upon exercise of all Options granted or to be granted to such person under the New Share Option Scheme (including Options exercised, cancelled and outstanding) in the 12month period up to and including the date of such grant to such person:

• (i) represents in aggregate over 0.1% of the Shares in issue, and

• (ii) at the date of such grant has an aggregate value in excess of HK$5,000,000, based on the closing price of the Shares at the date of each grant,

then the proposed grant must be subject to the approval by the Shareholders at a general meeting taken on a poll. All connected persons of the Company must abstain from voting at such meeting (except where any connected person intends to vote against the proposed grant and that his intention to do so has been stated in the circular mentioned in this paragraph below). The Company shall issue a circular to the Shareholders explaining the proposed grant, disclosing the number and terms (including the Subscription Price) of the Options to be granted to each Grantee and containing a recommendation from the independent non-executive directors (excluding any independent non-executive director who is a Grantee) on whether or not to vote in favour of the proposed grant and including all the information required under the Listing Rules.

– 12 –

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX I

13. RIGHTS ON CEASING TO BE AN ELIGIBLE PARTICIPANT

• (a) In the event of the Grantee (being an individual) ceasing to be an Eligible Participant by reason of his death before exercising his Option in full and where the termination of employment or engagement is not made as a result of the Grantee being guilty of persistent or serious misconduct, unable to pay his debts, having committed an act of bankruptcy or having been convicted of a criminal offence, his personal representative(s) may exercise such Option (to the extent not already exercised) in whole or in part within a period of 6 months (or such other period as the Board may determine) from the date of his death and any Option not so exercised shall lapse and determine at the expiry of such period.

• (b) In the event of the employing company of a Grantee who is a director or an employee ceasing to be a member of the Group or an Invested Entity or in the event of the termination of employment of the grantee by reason of resignation whether on notice in accordance with the provisions of his contract of employment or with pay in lieu of such notice, then the Grantee may exercise any of his Option in whole or in part at any time within a period of 3 months (or such other period as the Board may determine) commencing on the date of the cessation and any Option not so exercised shall lapse and determine at the end of such period.

• (c) In the event of the Grantee who is a director or an employee of the Group or an Invested Entity ceasing to be such a director or employee of the Group or an Invested Entity (and therefore ceasing to be an Eligible Participant) as a result of the Grantee being guilty of persistent or serious misconduct, unable to pay his debts, having committed an act of bankruptcy or having been convicted of a criminal offence, before exercising his Option in full, such Option (to the extent not already exercised) shall lapse on the date of cessation and not be exercisable.

• (d) In the event of the Grantee ceasing to be an Eligible Participant for any reason other than as described in sub-paragraphs (a) to (c) above, then all his Options shall lapse and determine on the date he so ceases (to the extent not already exercised).

• (e) Notwithstanding the foregoing, in the event that any Options lapsed and ceased to be exercisable in accordance with the provisions above, the Board may within one month from the date of such cessation otherwise determine that such Option shall become exercisable within such period as the Board may determine following the date of such cessation.

– 13 –

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX I

14. EFFECT ON TAKEOVER

If, in consequence of any general offer made to all the Shareholders (or all such Shareholders other than the offeror, any person controlled by the offeror and any person acting in concert with the offeror) (including an offer made in the first instance on a condition such that, if it is satisfied, the offeror will have control of the Company) or otherwise, and such offer becomes or is declared unconditional, then the Directors shall as soon as practicable thereafter notify every Grantee accordingly and each Grantee shall be entitled at any time within the period of 21 days of the notice given by the offeror to exercise all of his outstanding Options, and such Options shall, to the extent not having been exercised, lapse and determine upon the expiry of such period.

15. EFFECT ON WINDING UP

In the event a notice is given by the Company to the Shareholders to convene a general meeting for the purpose of considering and, if thought fit, approving a resolution for the voluntary winding up of the Company, the Company shall forthwith give notice thereof to every Grantee and the Grantee shall be entitled by notice in writing to the Company (such notice to be received by the Company not later than four Business Days prior to the proposed general meeting) exercise his Option (to the extent not already exercised) either to its full extent or to the extent specified in such notice and the Company shall as soon as possible and in any event not later than the day immediately prior to the date of the proposed general meeting, allot and issue such number of Shares to the Grantee which falls to be issued on such exercise and all Options shall, to the extent not having been exercised, lapse and determine.

16. EFFECT ON RECONSTRUCTION

If a compromise or arrangement between the Company and the shareholders or creditors is proposed for the purposes of or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies, the Company shall give notice thereof to every Grantee on the same day as it dispatches to each shareholder or creditor of the Company a notice summoning the meeting to consider such a compromise or arrangement, and thereupon each Grantee shall be entitled by notice in writing to the Company accompanied by the remittance for the Subscription Price in respect of his Option (such notice to be received by the Company not later than two Business Days prior to the proposed meeting) to exercise his Option (to the extent not already exercised) to its full extent. With effect from the date of such meeting, the rights of all Grantees to exercise their respective Options shall forthwith be suspended. Upon such compromise or arrangement becoming effective, all Options shall, to the extent not having been exercised, thereupon lapse and determine. The Directors shall endeavour to procure that the Shares issued as a result of the exercise of Options under this paragraph shall for the purposes of such compromise or arrangement form part of the issued share capital of the Company on the effective date thereof and that such Shares shall in all respects be subject to such compromise or arrangement. If for any reason such compromise or arrangement is not approved by the relevant court having jurisdiction (the ‘‘Court’’) (whether upon the terms presented to the Court or upon any other terms as may be approved by such Court), the rights of the Grantees to exercise their

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SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX I

respective Options shall with effect from the date of the making of the order by the Court be restored in full and shall thereupon become exercisable (but subject to the other terms of the New Share Option Scheme) as if such compromise or arrangement had not been proposed by the Company and no claim shall lie against the Company or any of its officers for any loss or damage sustained by any grantee as a result of the aforesaid suspension.

17. RANKING OF SHARES

Shares to be allotted upon the exercise of an Option will be subject to all the provisions of the Articles for the time being in force and will rank pari passu in all respects with the existing fully paid Shares in issue on the date on which the Option is duly exercised or, if that date falls on a day when the register of members of the Company is closed, the first day of the re-opening of the register of members (the ‘‘exercise date’’) and accordingly will entitle the holders thereof to participate in all dividends or other distributions (including distributions made upon the liquidation of the Company) paid or made on or after the exercise date other than any dividend or other distribution previously declared or recommended or resolved to be paid or made if the record date therefor shall be before the exercise date. A Share allotted and issued upon the exercise of an Option shall not carry voting rights until the name of the Grantee has been duly entered onto the register of members of the Company as the holder thereof.

18. REORGANISATION OF CAPITAL STRUCTURE

In the event of an alteration in the capital structure of the Company whilst any Option remains exercisable, including by way of capitalisation of profits or reserves, bonus issue, rights issue, open offer, subdivision or consolidation of shares, or reduction of the share capital of the Company in accordance with legal requirements and requirements of the Stock Exchange (other than any alteration in the capital structure of the Company as a result of an issue of Shares as consideration in a transaction to which the Company is a party), such corresponding adjustments (if any) shall be made to:

• (i) the number or nominal amount of Shares subject to the Option so far as unexercised; or

• (ii) the Subscription Price;

or any combination thereof, provided that:

• (a) any such adjustments give a Grantee the same proportion of the equity capital of the Company as that to which that Grantee was previously entitled; and

• (b) notwithstanding paragraph (a) above, any adjustments as a result of an issue of securities with a price-dilutive element, such as a rights issue, open offer or capitalisation issue, shall be made in accordance with Rule 17.03(13) of the Listing Rules and the note thereto and the supplementary guidance issued by the Stock Exchange on 5 September 2005 and any future guidance and interpretation of the Listing Rules issued by the Stock Exchange from time to time,

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SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX I

but no such adjustments shall be to the extent that a Share would be issued at less than its nominal value.

Except in the case of a capitalization issue where no such certification shall be required, the Company shall engage independent auditors or financial advisor to certify in writing, either generally or as regards any particular Grantee, that the adjustments made by the Company satisfy the requirements set out above and are in their opinion fair and reasonable. The capacity of the auditors or financial advisor (as the case may be) in this paragraph is that of experts and not of arbitrators and their certification shall, in the absence of manifest error, be final and binding on the Company and the Grantees. The costs of the auditors or financial advisor (as the case may be) shall be borne by the Company.

19. CANCELLATION OF OPTION

The Board shall have the absolute discretion to cancel any Options granted but not exercised at the request of the Grantee. Cancelled Options may be re-issued after such cancellation, provided that re-issued Options shall only be granted in compliance with the terms of the New Share Option Scheme. For the avoidance of doubt, new Options may be issued to the same Option holder in place of its cancelled Options only if there are available unissued Options within the Scheme Mandate Limit (and for the purpose of calculating such limit, all cancelled Options shall be treated as granted Options).

20. TIME OF GRANT OF OPTIONS

A grant of Option may not be made after an inside information has come to the Company’s knowledge until such inside information has been announced pursuant to the requirements of the Listing Rules and during the period commencing one month immediately preceding the earlier of (a) the date of the board meeting (as such date is first notified to the Stock Exchange under the Listing Rules) for the approval of the Company’s any yearly, halfyearly, quarterly or interim results, and (b) the deadline for the Company to publish its yearly or half yearly results under the Listing Rules or quarterly or interim (whether or not required under the Listing Rules) and ending on the date of the results announcement.

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SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX I

21. TERMINATION AND ALTERATION OF SCHEME

• (a) The Company by an ordinary resolution in a general meeting or the Board may at any time terminate the operation of the New Share Option Scheme and in such event no further Options will be offered but in all other respects the provisions of the New Share Option Scheme shall remain in force to the extent necessary to give effect to the exercise of any Options granted prior thereto or otherwise as may be required in accordance with the provisions of the New Share Option Scheme and any Options granted prior to such termination shall continue to be valid and exercisable in accordance with the New Share Option Scheme.

• (b) The New Share Option Scheme may be altered in any respect by a resolution of the Board save that the provisions of the New Share Option Scheme relating to the matters governed by Rule 17.03 of the Listing Rules shall not be altered to the advantage of the Grantees or prospective Grantees without the prior approval of the Shareholders in general meeting.

• (c) Any alteration to the terms and conditions of the New Share Option Scheme which are of a material nature must be approved by the Shareholders, except where the alterations take effect automatically under the existing terms of the New Option Scheme.

• (d) The amended terms and conditions of the New Share Option Scheme and all Options shall continue to comply with all relevant legal and regulatory requirements in all relevant jurisdictions to the extent as considered necessary or appropriate by the Board, including all requirements under the Listing Rules.

• (e) The Board shall be entitled to amend the terms of the New Share Option Scheme so as to comply with any future changes in the Listing Rules applicable to the New Share Option Scheme, provided that such amendments by the Board are not inconsistent with any provisions of the Listing Rules from time to time applicable.

• (f) Any change to the authority of the Board in relation to any alteration to the terms of the New Share Option Scheme must be approved by the Shareholders in a general meeting.

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DETAILS OF DIRECTOR PROPOSED TO BE RE-ELECTED AT THE EGM

APPENDIX II

Details of the Director who will retire from office at the EGM and being eligible, will offer himself for re-election at the EGM, is set out below:

BIOGRAPHICAL INFORMATION

Independent Non-executive Director

Mr. Li Hongxiang (‘‘Mr. Li’’)

Mr. Li, aged 26, was appointed as an independent non-executive Director, a member of the audit committee, the remuneration committee, the nomination committee and the compliance committee of the Company with effect from 4 July 2016. He graduated from the University of Sydney, Australia with a Bachelor of Commerce (Accounting and Economics). Mr. Li has participated in the organization of youth and student activities amongst the Chinese population in Australia.

The term of appointment between Mr. Li and the Company is 3 years. Mr. Li will be subject to retirement by rotation and re-election at the annual general meetings of the Company in accordance with the Company’s Articles of Association. As determined by the Remuneration Committee and the Board, the remuneration of Mr. Li is HK$20,000 per month.

Save as aforementioned, Mr. Li does not hold any other positions in the Company or any of its subsidiaries as at the date hereof, nor did he hold any directorship in other public listed companies in the last three years. Mr. Li does not have any relationships with any other directors, senior management, substantial shareholders or controlling shareholders of the Company. As at the Latest Practicable Date, Mr. Li does not have any interest in the shares of the Company (within the meaning of Part XV of the Securities and Futures Ordinance).

Save as disclosed above, there is no other information relating to Mr. Li that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules and there is no other matter that needs to be brought to the attention of the Shareholders.

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NOTICE OF EXTRAORDINARY GENERAL MEETING

TC ORIENT LIGHTING HOLDINGS LIMITED 達進東方照明控股有限公司

(Incorporated in the Cayman Islands with limited liability) website: www.tatchun.com

(Stock Code: 515)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the extraordinary general meeting of TC Orient Lighting Holdings Limited (the ‘‘Company’’) will be held at Unit 1001E, 10/F, East Ocean Centre, 98 Granville Road, Tsim Sha Tsui, Kowloon, Hong Kong on Friday, 19 August 2016 at 11:00 a.m. to transact the following special businesses and to consider and, if thought fit, pass, with or without modifications, the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

1. ‘‘THAT:

2. (a) conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) granting the approval for the listing of and permission to deal in the new shares of the Company which may be issued upon the exercise of share options to be granted under the new share option scheme of the Company (the ‘‘Scheme’’), the terms of which are set out in the printed document marked ‘‘A’’ now produced to this Meeting and for the purpose of identification signed by the Chairman hereof and subject to such amendments to the Scheme as the Stock Exchange may request, the Scheme be approved and adopted to be the new share option scheme of the Company; and

3. (b) the directors of the Company (the ‘‘Directors’’) be and are hereby authorised to do all such acts and to enter into all such transactions, arrangements and agreements as may be necessary or expedient in order to give full effect to and administer the Scheme including but not limited to (i) the offer or grant of options notwithstanding that they or any of them may be interested in the same; (ii) the issue and allotment of shares in the Company upon the exercise of any options under the Scheme notwithstanding that they or any of them may be interested in the same; (iii) modification and/or amendment of the terms of the Scheme as permitted by the provisions of the Scheme or in accordance with the requirements of the Rules Governing the Listing of Securities on the Stock Exchange; and (iv) making application from time to time to the Stock Exchange for the listing of and permission to deal in the new shares of the Company which may be issued upon the exercise of the share options to be granted under the Scheme.’’

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NOTICE OF EXTRAORDINARY GENERAL MEETING

1. ‘‘THAT:

2. (a) the authorised share capital of the Company be and is hereby increased from HK$200,000,000.00 divided into 2,000,000,000 shares of HK$0.10 each (‘‘Shares’’) to HK$400,000,000.00 divided into 4,000,000,000 Shares by the creation of additional 2,000,000,000 Shares; and

3. (b) any one director of the Company be authorized on behalf of the Company to do all such acts and things and execute and deliver all such documents which he considers necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the foregoing.’’

4. To re-elect Mr. Li Hongxiang as an independent non-executive director.

By order of the Board TC Orient Lighting Holdings Limited Chen Yongsen Chairman

Hong Kong, 29 July 2016

Principal place of business in Hong Kong: Registered Office: Unit 1001E, 10/F, East Ocean Centre Cricket Square 98 Granville Road Hutchins Drive Tsim Sha Tsui, Kowloon P. O. Box 2681 Hong Kong Grand Cayman KY1-1111 Cayman Islands

Notes:

1. A member of the Company entitled to attend and vote at the meeting convened by the above notice is entitled to appoint another person as his/her proxy to attend and vote instead of him/her. A member of the Company holding two or more Shares may appoint more than one proxy. In the case of a recognised clearing house, it may authorise such person(s) as it thinks fit to act as its representative(s) at the meeting and vote in its stead. A proxy need not be a member of the Company.

2. In order to be valid, the proxy form together with a power of attorney or other authority, if any, under which it is signed or a certified copy of such power or authority must be deposited at the branch share registrar of the Company in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof (as the case may be).

3. Completion and return of the proxy form shall not preclude a member of the Company from attending and voting in person at the meeting or any adjournment thereof if he so desires and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

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NOTICE OF EXTRAORDINARY GENERAL MEETING

1. Where there are joint holders of any share, any one of such holders may vote at the meeting either personally or by proxy in respect of such share as if he/she were solely entitled to vote; but if more than one of such joint holders be present at the meeting in person or by proxy, then the one of such holders whose name stands first on the register of members in respect of such share shall alone be entitled to vote in respect thereof.

2. As at the date hereof, the executive Directors are Mr. Chen Yongsen (Chairman), Mr. Wang Shi Jin (Chief Executive Officer), Mr. Chen Hua and Mr. Wong Wing Choi; and the independent non-executive Directors are Mr. Anson Poon Wai Kong, Mr. Poon Chi-Choy, Sonny, Mr. Ye Ji Li and Mr. Li Hongxiang.

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