China Silver Technology Holdings Limited — Proxy Solicitation & Information Statement 2025

May 23, 2025

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular or as to the action you should take, you should consult a licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional advisor.

If you have sold or transferred all your shares in China Silver Technology Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, the licensed securities dealer or registered institution 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.

CHINA SILVER TECHNOLOGY HOLDINGS LIMITED

中華銀科技控股有限公司

(formerly known as 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)

(Stock Code: 515)

PROPOSED SHARE CONSOLIDATION

AND
NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the EGM to be held on Thursday, 12 June 2025 at 11:00 a.m. at Unit E, 30/F., Tower B, Billion Centre, 1 Wang Kwong Road, Kowloon Bay, Kowloon, Hong Kong is set out on pages EGM-1 to EGM-3 of this circular. A form of proxy for use by the Shareholders at the EGM is enclosed with this circular. Such form of proxy is also published on the website of The Stock Exchange of Hong Kong Limited at www.hkexnews.hk.

Whether or not you intend to attend the EGM, you are advised to read the notice and complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company's branch share registrar and transfer office in Hong Kong, Union Registrars Limited, at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong, as soon as possible and in any event not later than 48 hours before the time appointed for the holding of the EGM or any adjourned meeting thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or at any adjourned meeting thereof if you so wish and, in such event, the relevant form of proxy shall be deemed to be revoked.

23 May 2025

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CONTENTS

Page

DEFINITIONS ... 1
EXPECTED TIMETABLE ... 3
LETTER FROM THE BOARD ... 5
NOTICE OF EXTRAORDINARY GENERAL MEETING ... EGM-1

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DEFINITIONS

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

"Board"
the board of Directors

"Business Day"
a day (other than a Saturday, Sunday and any day on which a tropical cyclone warning no. 8 or above is hoisted or on which a "black" rainstorm warning is hoisted or "extreme conditions" caused by super typhoons as announced by the Government of Hong Kong in force in Hong Kong between 9:00 a.m. and 5:00 p.m.) on which licensed banks are generally open for business in Hong Kong throughout their normal business hours

"CCASS"
the Central Clearing and Settlement System established and operated by HKSCC

"Company"
China Silver Technology Holdings Limited (formerly known as TC Orient Lighting Holdings Limited), a company incorporated in the Cayman Islands with limited liability and whose shares are listed on the Main Board of the Stock Exchange with stock code 515

"Consolidated Share(s)"
ordinary share(s) of HK$0.005 each in the share capital of the Company after the Share Consolidation becoming effective

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

"EGM"
the extraordinary general meeting of the Company convened to be held for the Shareholders to consider and, if thought fit, approve, the Share Consolidation

"Existing Share(s)"
ordinary share(s) of HK$0.001 each in the existing share capital of the Company prior to the Share Consolidation becoming effective

"General Rules of HKSCC"
the terms and conditions regulating the use of CCASS as amended from time to time, and where the context so permits, shall include the HKSCC Operational Procedures

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

"HKSCC"
Hong Kong Securities Clearing Company Limited

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DEFINITIONS

“HKSCC Operational Procedures”	the Operational Procedures of HKSCC in relation to CCASS, containing the practices, procedures and administrative requirements relating to operations and functions of CCASS, as amended from time to time
“Hong Kong”	the Hong Kong Special Administrative Region of the People’s Republic of China
“Latest Practicable Date”	21 May 2025, 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
“Share(s)”	the Existing Share(s) or the Consolidated Share(s), as the context may require
“Share Consolidation”	the proposed consolidation of every five (5) issued and unissued Existing Shares into one (1) Consolidated Share
“Shareholder(s)”	holder(s) of the Existing Share(s) and/or the Consolidated Share(s), as the case may be
“Stock Exchange”	The Stock Exchange of Hong Kong Limited

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EXPECTED TIMETABLE

The expected timetable for implementation of the Share Consolidation is set out below:

Event	Date and time
Latest time for lodging transfers of Shares for attending and voting at the EGM	4:00 p.m. on Friday, 6 June 2025
Closure of register of members (both days inclusive)	Monday, 9 June 2025 to Thursday, 12 June 2025
Latest date and time for lodging forms of proxy for the EGM	11:00 a.m. on Tuesday, 10 June 2025
Date and time of the EGM	11:00 a.m. on Thursday, 12 June 2025
Announcement of voting results of the EGM	Thursday, 12 June 2025

The following events are conditional on the fulfilment of the conditions for the implementation of the Share Consolidation:

Event	Date and time
Expected effective date of the Share Consolidation	Monday, 16 June 2025
First day and time for free exchange of existing share certificates for new share certificates for the Consolidated Shares	9:00 a.m. on Monday, 16 June 2025
Commencement of dealings in Consolidated Shares	9:00 a.m. on Monday, 16 June 2025
Original counter for trading in the Existing Shares in board lots of 10,000 Existing Shares (in the form of existing share certificates) temporarily closes	9:00 a.m. on Monday, 16 June 2025
Temporary counter for trading in the Consolidated Shares in board lots of 2,000 Consolidated Shares (in the form of existing share certificates) opens	9:00 a.m. on Monday, 16 June 2025

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EXPECTED TIMETABLE

Event	Date and time
Original counter for trading in the Consolidated Shares
in board lots of 10,000 Consolidated Shares (in the form of
new share certificates) re-opens	9:00 a.m. on
Monday, 30 June 2025
Parallel trading in the Consolidated Shares (in the form of new share
certificates and existing share certificates) commences	9:00 a.m. on
Monday, 30 June 2025
Designated broker starts to stand in the market to provide
matching services for odd lots of Consolidated Shares	9:00 a.m. on
Monday, 30 June 2025
Designated broker ceases to stand in the market to provide
matching services for odd lots of the Consolidated Shares	4:00 p.m. on
Monday, 21 July 2025
Temporary counter for trading in the Consolidated Shares
in board lots of 2,000 Consolidated Shares (in the form of
existing share certificates) closes	4:10 p.m. on
Monday, 21 July 2025
Parallel trading in the Consolidated Shares (in the form of
new share certificates and existing share certificates) ends	4:10 p.m. on
Monday, 21 July 2025
Last day and time for free exchange of existing share certificates
for new share certificates	4:00 p.m. on
Wednesday, 23 July 2025

All times and dates specified in the timetable above refer to Hong Kong times and dates.

The timetable is indicative only and may be extended or varied. Any change to the expected timetable above will be announced by the Company as and when appropriate.

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LETTER FROM THE BOARD

CHINA SILVER TECHNOLOGY HOLDINGS LIMITED

中華銀科技控股有限公司

(formerly known as TC Orient Lighting Holdings Limited 連進東方照明控股有限公司)

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 515)

Executive Directors:
Mr. Kam Kit (Chairman)
Mr. Wang Bing
Mr. Guo Jun Hao
Ms. Liang Jiaxin

Non-executive Director:
Mr. Wei Xiaomin

Independent Non-executive Directors:
Mr. Wong Kwok On
Ms. Qiu Yumei
Mr. Chu Pui Ki Dickson

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

Principal place of business in Hong Kong:
Unit E, 30/F.
Tower B, Billion Centre
1 Wang Kwong Road
Kowloon Bay, Kowloon
Hong Kong

23 May 2025

To the Shareholders

Dear Sir or Madam,

PROPOSED SHARE CONSOLIDATION

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

Reference is made to the Company's announcements dated 21 March 2025, 17 April 2025 and 13 May 2025 in relation to the Share Consolidation.

The purpose of this circular is to provide you with details of the Share Consolidation and the notice of the EGM.

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LETTER FROM THE BOARD

PROPOSED SHARE CONSOLIDATION

The Board proposed to implement the Share Consolidation on the basis that every five (5) issued and unissued Existing Shares of HK$0.001 each will be consolidated into one (1) Consolidated Share of HK$0.005 each.

Effects of the Share Consolidation

As at the Latest Practicable Date, the authorised share capital of the Company was HK$1,200,000,000 divided into 1,200,000,000,000 Existing Shares of HK$0.001 each, of which 1,133,298,394 Existing Shares have been issued as fully paid or credited as fully paid. Assuming that no further Existing Shares are allotted, issued or repurchased between the Latest Practicable Date and the date of the EGM, the authorised share capital of the Company shall become HK$1,200,000,000 divided into 240,000,000,000 Consolidated Shares of HK$0.005 each, of which 226,659,678 Consolidated Shares (which are fully paid or credited as fully paid) will be in issue upon the Share Consolidation becoming effective.

Implementation of the Share Consolidation will not, of itself, alter the underlying assets, business operations, management or financial position of the Company or the proportionate interests of the Shareholders, except for the payment of the related expenses. The Share Consolidation does not involve any diminution of any liability in respect of any unpaid capital of the Company or the repayment to the Shareholders of any paid-up capital of the Company, nor will it result in any change in the relative rights of the Shareholders.

Conditions of the Share Consolidation

The Share Consolidation is conditional on:

(1) the passing of the necessary ordinary resolution(s) by the Shareholders approving the Share Consolidation at the EGM;

(2) the Stock Exchange granting the listing of, and permission to deal in, the Consolidated Shares in issue and to be issued upon the Share Consolidation becoming effective; and

(3) the compliance with the relevant procedures and requirements under the laws of the Cayman Islands and the Listing Rules to effect the Share Consolidation.

Subject to the fulfilment of the conditions of the Share Consolidation, the effective date of the Share Consolidation is expected to be on Monday, 16 June 2025, being the second Business Day after the EGM. As at the Latest Practicable Date, none of the conditions above has been fulfilled.

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LETTER FROM THE BOARD

Listing and dealings

Application will be made to the Stock Exchange for the granting of the listing of, and permission to deal in, the Consolidated Shares in issue and to be issued arising from the Share Consolidation.

Subject to the granting of the listing of, and permission to deal in, the Consolidated Shares on the Stock Exchange, as well as compliance with the stock admission requirements of the HKSCC, the Consolidated Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Consolidated Shares on the Stock Exchange or such other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second settlement day thereafter. All activities under CCASS are subject to the General Rules of HKSCC and HKSCC Operational Procedures in effect from time to time.

The Consolidated Shares will be identical in all respects and rank pari passu in all respects with each other as to all future dividends and distributions which are declared, made or paid. All necessary arrangements will be made for the Consolidated Shares to be admitted into CCASS.

None of the equity or debt securities of the Company are listed or dealt in on any other stock exchange other than the Stock Exchange, and no such listing or permission to deal is being or is proposed to be sought.

ADJUSTMENTS IN RELATION TO OTHER SECURITIES OF THE COMPANY

As at the Latest Practicable Date, the Company has: (a) outstanding share options (the "Share Options") entitling the holders thereof to subscribe for 44,100,000 Existing Shares under the share option scheme of the Company which was adopted on 19 August 2016 (the "Share Option Scheme"); and (b) outstanding convertible bonds in the principal amount of HK$31,328,287.80 (the "Convertible Bonds") entitling the holders thereof to convert into 294,539,678 Existing Shares (assuming full conversion of the Convertible Bonds).

Adjustments to the Share Options

The outstanding Share Options mentioned above, entitling their holders to subscribe for 44,100,000 Existing Shares, were granted by the Company on 19 January 2023. Further details of the grant of these Share Options were disclosed in the Company's announcement dated 19 January 2023.

Pursuant to the rules of the Share Option Scheme, in the event of any alteration in the capital structure of the Company whilst any Share Option remains exercisable, including by way of capitalisation of profits or reserves, bonus issue, rights issue, open offer, sub-division or consolidation of shares, or reduction of the share capital of the Company in accordance with legal

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LETTER FROM THE BOARD

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 Share Option so far as unexercised; or (ii) the subscription price; or any combination thereof, provided that: (a) any such adjustments shall 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, but no such adjustments shall be to the extent that a Share would be issued at less than its nominal value. The Company shall engage its auditors or an independent financial adviser to confirm to the Directors in writing that the adjustments made by the Company satisfy the requirements set out in the note to Rule 17.03(13) of the Listing Rules.

The expected adjustments to be made in respect of the outstanding Share Options as a result of the Share Consolidation are set out below:

	Before adjustment		After adjustment
	Exercise price for each Existing Share	Number of Existing Shares to be allotted and issued upon the full exercise of the outstanding Share Options	Exercise price for each Consolidated Share	Number of Consolidated Shares to be allotted and issued upon the full exercise of the outstanding Share Options
Date of grant of Share Options
19 January 2023	HK$0.14	44,100,000	HK$0.70	8,820,000

The Company will appoint its auditors or an independent financial adviser to certify the above adjustment and will make further announcement in this regard as and when appropriate.

As at the Latest Practicable Date, 10,264,739 Existing Shares remain to be available for future grant under the scheme mandate limit as approved by the Shareholders at the Company's annual general meeting held on 22 June 2020 (the "2020 Scheme Mandate Limit"), comprising: (a) 64,739 Existing Shares which remained unutilized after the grant of Share Options on 19 January 2023; and (b) 10,200,000 Existing Shares attributed to Share Options lapsed in accordance with the terms of the Share Option Scheme thereafter. Upon the Share Consolidation becoming effective and assuming there being no other change in the share capital of the Company, 2,052,947 Consolidated Shares will be available for future grant under the 2020 Scheme Mandate Limit.

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LETTER FROM THE BOARD

Adjustments to the Convertible Bonds

The outstanding Convertible Bonds mentioned above, entitling their holders to convert into 294,539,678 Existing Shares upon their full conversion, comprise: (a) convertible bonds in the principal amount of HK$15,262,320 which were issued on 3 March 2023 and maturing on 3 March 2026 (the “2023 CBs”), entitling their holders to convert into 133,880,000 Existing Shares; and (b) convertible bonds in the principal amount of HK$16,065,967.80 which were issued on 27 January 2025 and maturing on 27 January 2028 (the “2025 CBs”), entitling their holders to convert into 160,659,678 Existing Shares. Further details of the issue of the 2023 CBs and the 2025 CBs were disclosed in the Company’s announcements dated 15 February 2023, 3 March 2023, 27 December 2024 and 27 January 2025.

Pursuant to the terms and conditions of the 2023 CBs and the 2025 CBs, the conversion price and the number of conversion shares shall be subject to straightforward proportionate adjustments in the events of share consolidation or share sub-division, maintaining a neutral impact and shall not result in any advantage (including any increase in intrinsic value) from the perspective of the bondholder. All adjustment shall be certified in writing by one Director by the order of the Board and if any doubt shall arise as to the adjustment, such Director's certificate shall be conclusive and binding on all concerned save in the case of manifest or proven error.

The expected adjustments to be made in respect of the outstanding Convertible Bonds as a result of the Share Consolidation are set out below:

	Before adjustment		After adjustment
		Number of Existing Shares to be allotted and issued upon the full conversion of the outstanding Convertible Bonds	Conversion price for each Consolidated Share	Number of Consolidated Shares to be allotted and issued upon the full conversion of the outstanding Convertible Bonds
Date of issue of Convertible Bonds	Conversion price for each Existing Share
3 March 2023	HK$0.114	133,880,000	HK$0.57	26,776,000
27 January 2025	HK$0.10	160,659,678	HK$0.50	32,131,935

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LETTER FROM THE BOARD

The Board intends to pass resolution(s) to give effect to the said adjustments to the conversion price and number of conversion shares in relation to the outstanding Convertible Bonds nearer the time of the Share Consolidation becoming effective. Further announcement will be made by the Company if and when the adjustments to the Convertible Bonds become effective.

Save as disclosed above, as at the Latest Practicable Date, the Company has no other outstanding options, warrants or other securities in issue which are convertible into or giving rights to subscribe for, convert or exchange into, Shares.

NO CHANGE IN BOARD LOT SIZE

The Existing Shares are currently traded on the Stock Exchange in the board lot size of 10,000 Existing Shares. Upon the Share Consolidation becoming effective, the board lot size for trading in the Consolidated Shares will remain unchanged at 10,000 Consolidated Shares per board lot.

According to the “Guide on Trading Arrangements for Selected Types of Corporate Actions” issued by the Stock Exchange on 28 November 2008 and updated in September 2024 (the “Guide”), taking into account the minimum transaction costs for a securities trade, the expected value per board lot should be greater than HK$2,000. Based on the closing price of HK$0.179 per Existing Share (equivalent to the theoretical closing price of HK$0.895 per Consolidated Share) as quoted on the Stock Exchange as at the Latest Practicable Date, the market value of each board lot of 10,000 Existing Shares is HK$1,790, while the market value of each board lot of 10,000 Consolidated Shares (assuming and upon the Share Consolidation becoming effective) is estimated to be HK$8,950, which is in compliance with the trading requirements under the Listing Rules so far as board lot size is concerned.

REASONS FOR THE SHARE CONSOLIDATION

Pursuant to Rule 13.64 of the Listing Rules, where the market price of the securities of an issuer approaches the extremities of HK$0.01 or HK$9,995.00, the issuer may be required either to change the trading method or to proceed with a consolidation or splitting of its securities. According to the Guide, market price of the securities of an issuer at a level less than HK$0.10 will be considered as trading at extremity as referred to under Rule 13.64 of the Listing Rules.

In view of the recent trading prices of the Existing Shares at the level of below HK$0.10, the Share Consolidation would bring about a corresponding upward adjustment in the market price of the Consolidated Shares, which would enable the Company to comply with the trading requirements under the Listing Rules. The Share Consolidation would reduce the overall transaction and handling costs of dealings in the Consolidated Shares as a proportion of the market value of each board lot, since most of the banks/securities houses will charge a minimum transaction costs for each securities transaction.

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LETTER FROM THE BOARD

The Board considers that the Share Consolidation would maintain the transaction amount for each board lot at a reasonable level in order to attract more investors and extend the base of the Shareholders, and thus provide flexibility for equity fund raising of the Company in the future. Accordingly, the Company considers the Share Consolidation is justifiable, notwithstanding the costs incurred by the Company and the impact arising from the creation of odd lots to the Shareholders. The Board considers that the Share Consolidation is beneficial to and in the interests of the Company and the Shareholders as a whole.

During the course of exploring acquisition opportunities, the Company has been in negotiation with business counterparties who indicated preliminary interest in accepting the Company's securities as acquisition consideration. In addition, the Company has approached financial institutions and investors to explore equity fund raising opportunities with the view to replenishing the cash and financial position of the Company. In order to facilitate the Company's ongoing negotiations and keep these opportunities open, the Company considers that it is desirable and necessary to comply with the trading requirements under the Listing Rules through the proposed Share Consolidation.

As disclosed in the Company's announcement dated 7 March 2025 (the "Share Subscriptions Announcement"), the Company has entered into subscription agreements (the "Subscription Agreements") to allot and issue 226,000,000 Existing Shares for the issue price of HK$0.10 per Existing Share to two independent third party subscribers (the "Subscribers") to raise gross proceeds of approximately HK$22.6 million (the "Share Subscriptions"). Given that the completion of the Share Subscriptions was originally expected to take place after the Share Consolidation becoming effective (subject to, among other things, the approvals by the Shareholders at general meetings), on 24 March 2025, the Company and the two Subscribers entered into two supplemental agreements (the "Supplemental Agreements") pursuant to which: (i) the Subscribers agreed to subscribe for 45,200,000 Consolidated Shares in aggregate for the issue price of HK$0.50 per Consolidated Share, instead of 226,000,000 Existing Shares in aggregate for the issue price of HK$0.10 per Existing Share as originally contemplated by the Subscription Agreements; and (ii) in addition to the conditions precedent set out in the Subscription Agreements, the parties agreed to add one more condition precedent such that completion of the Subscription Agreements is also conditional upon the Share Consolidation becoming effective.

As disclosed in the Company's announcement dated 28 February 2025 in relation to its second interim results for the twelve months ended 31 December 2024 (the "2024-2025 Second Interim Results Announcement"), due to the loss-making situation of the Group during the twelve months ended 31 December 2024, the net current liabilities situation of the Group as at that date and the situations relating to the Group's bank balances, outstanding loans, borrowings and payables as described in the 2024-2025 Second Interim Results Announcement, there exists a material uncertainty casting significant doubt on the Group's ability to continue as a going concern. To alleviate the material uncertainty on going concern, the Company continued to explore external funding to improve the working capital, liquidity and cash flow position of the

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LETTER FROM THE BOARD

Group, including the Share Subscriptions which were disclosed in the Share Subscriptions Announcement but have yet to complete. Given the funding needs of the Group as explained previously and above, the Company cannot rule out the possibility of conducting further equity fund raising in the next twelve months if suitable opportunities arise. However, up to now, save for the Share Subscriptions, no binding agreement has been entered into by the Company in respect of any further equity fund raising opportunities. Further announcement(s) will be made by the Company if any equity fund raising opportunities materialize as a result of which any disclosure obligation arises on the part of the Company.

The Company has no current plans for any other corporate actions (such as share consolidation, sub-division or change in board lot size) which may have an effect of undermining or negating the intended purpose of the Share Consolidation in the next twelve months.

OTHER ARRANGEMENTS

Free exchange of share certificates

Subject to the Share Consolidation becoming effective, Shareholders may, on or after 9:00 a.m. on Monday, 16 June 2025 until 4:00 p.m. on Wednesday, 23 July 2025 (both days inclusive), submit share certificates for the Existing Shares to the Company's branch share registrar and transfer office in Hong Kong, Union Registrars Limited, at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong, to exchange, at the expense of the Company, for new share certificates for the Consolidated Shares, on the basis of five (5) Existing Shares for one (1) Consolidated Share. Thereafter, certificates for the Existing Shares will be accepted for exchange only on payment of a fee of HK$2.50 (or such other amount as may from time to time be specified by the Stock Exchange) by the Shareholders for each share certificate for the Existing Shares submitted for cancellation or each new share certificate issued for the Consolidated Shares, whichever the number of share certificates cancelled/issued is higher. After 4:00 p.m. on Wednesday, 23 July 2025, existing share certificates for the Existing Shares will only remain effective as documents of title and may be exchanged for certificates for the Consolidated Shares at any time but will not be accepted for delivery, trading and settlement purposes.

The new share certificates for the Consolidated Shares will be issued in red colour in order to distinguish them from the share certificates for the Existing Shares which are in purple colour.

Fractional entitlement to Consolidated Shares

Fractional Consolidated Shares will be disregarded and will not be issued to the Shareholders but all such fractional Consolidated Shares will be aggregated and, if possible, sold for the benefits of the Company. Fractional Consolidated Shares will only arise in respect of the entire shareholding of a holder of the Existing Shares regardless of the number of existing share certificates held by such holder.

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LETTER FROM THE BOARD

Odd lots arrangement and matching services

In order to facilitate the trading of odd lots (if any) of the Consolidated Shares, the Company will appoint a securities firm as an agent to provide matching services, on a best effort basis, to those Shareholders who wish to acquire odd lots of the Consolidated Shares to make up a full board lot, or to dispose of their holding of odd lots of the Consolidated Shares. Details of the arrangement relating the matching service for odd lots will be announced by the Company as and when appropriate.

Shareholders with odd lot holdings of the Consolidated Shares should note that the matching of the sale and purchase of odd lots of the Consolidated Shares is on a best efforts basis. Successful matching of the sale and purchase of odd lots of the Consolidated Shares is not guaranteed. In addition, odd lots might be sold below the trading price of full board lots of the Shares. Shareholders who are in any doubt about the odd lot arrangement are recommended to consult their own professional advisers.

EGM

The EGM will be held at Unit E, 30/F., Tower B, Billion Centre, 1 Wang Kwong Road, Kowloon Bay, Kowloon, Hong Kong on Thursday, 12 June 2025 at 11:00 a.m. for the purpose of considering and, if thought fit, to approve the resolution regarding the Share Consolidation. To ascertain shareholders' eligibility to attend and vote at the EGM, the register of members of the Company will be closed from Monday, 9 June 2025 to Thursday, 12 June 2025, both days inclusive, during which period no transfer of Shares will be effected. In order to qualify to attend and vote at the EGM, all transfers accompanied by the relevant share certificates must be lodged with the Company's branch share registrar and transfer office in Hong Kong, Union Registrars Limited, at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong not later than 4:00 p.m. on Friday, 6 June 2025.

Whether or not you intend to attend the EGM, you are requested to complete and return the form of proxy in accordance with the instructions printed thereon to the Company's branch share registrar and transfer office in Hong Kong, Union Registrars Limited, at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish and, in such event, the relevant form of proxy shall be deemed to be revoked.

To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, no Shareholder would have a material interest in the Share Consolidation which is different from other Shareholders, and no Shareholder should be required to abstain from voting on the resolution approving the Share Consolidation at the EGM.

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LETTER FROM THE BOARD

Pursuant to Rule 13.39(4) of the Listing Rules, all votes of the Shareholders at the general meetings must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Therefore the chairman of the meeting will demand a poll on the resolution regarding the Share Consolidation at the EGM. An announcement will be made by the Company on the poll results of the EGM.

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.

RECOMMENDATION

The Board considers that the proposed resolution in relation to the Share Consolidation to be put forward at the EGM is in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends all Shareholders to vote in favour of the resolution to be proposed at the EGM in relation to the Share Consolidation.

WARNING

Shareholders should take note that the Share Consolidation is conditional upon satisfaction of certain conditions. Therefore, the Share Consolidation may or may not proceed. Shareholders and potential investors are advised to exercise caution when dealing in the securities of the Company, and if they are in any doubt about their position, they should consult their professional advisers.

Yours faithfully,

By order of the Board

China Silver Technology Holdings Limited

Kam Kit

Chairman

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NOTICE OF EXTRAORDINARY GENERAL MEETING

CHINA SILVER TECHNOLOGY HOLDINGS LIMITED

中華銀科技控股有限公司

(formerly known as TC Orient Lighting Holdings Limited 連應東方照明控股有限公司)

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 515)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “EGM”) of China Silver Technology Holdings Limited (the “Company”) will be held at Unit E, 30/F., Tower B, Billion Centre, 1 Wang Kwong Road, Kowloon Bay, Kowloon, Hong Kong on Thursday, 12 June 2025 at 11:00 a.m. for the purpose of considering and, if thought fit, passing with or without modifications, the following resolution as an ordinary resolution:

ORDINARY RESOLUTION

1. “THAT subject to and conditional upon the granting of approval by the Listing Committee of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) of the listing of, and permission to deal in, the issued shares of the Company consolidated in the manner as set out in paragraph (a) of this resolution below (the “Share Consolidation”):

(a) with effect from the second business day immediately following the date on which this resolution is passed or the above condition is fulfilled (whichever is later):

(i) every five (5) issued and unissued ordinary shares of par value of HK$0.001 each in the share capital of the Company (each an “Existing Share”) be consolidated into one (1) consolidated share of par value of HK$0.005 each (each a “Consolidated Share”), such Consolidated Shares shall rank pari passu in all respects with each other and have the rights and privileges and be subject to the restrictions as contained in the articles of association of the Company;

EGM – 1

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NOTICE OF EXTRAORDINARY GENERAL MEETING

(ii) immediately following the Share Consolidation becoming effective, the authorised share capital of the Company be changed from HK$1,200,000,000 divided into 1,200,000,000,000 Existing Shares with par value of HK$0.001 each, to HK$1,200,000,000 divided into 240,000,000,000 Consolidated Shares with par value of HK$0.005 each;

(iii) all fractional Consolidated Shares will be disregarded and not issued to the shareholders of the Company but all such fractional Consolidated Shares will be aggregated and, if possible, sold for the benefit of the Company; and

(b) the board of directors of the Company be and is hereby authorised to do all such acts and things and execute all such documents, including under seal where applicable, as it considers necessary, desirable or expedient to give effect to the foregoing arrangement for the Share Consolidation.”

By order of the Board
China Silver Technology Holdings Limited
Kam Kit
Chairman

Hong Kong, 23 May 2025

Principal place of business in Hong Kong:
Unit E, 30/F.
Tower B, Billion Centre
1 Wang Kwong Road
Kowloon Bay, Kowloon
Hong Kong

Registered Office:
Cricket Square
Hutchins Drive
P. O. Box 2681
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(s) as his/her proxy to attend and vote instead of him/her. In the case of a recognized 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 Company's Hong Kong branch share registrar and transfer office, Union Registrars Limited at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, 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 have been revoked.

EGM – 2

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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. The register of members of the Company will be closed from Monday, 9 June 2025 to Thursday, 12 June 2025 (both days inclusive) for the purpose of determining the eligibility of the shareholders of the Company to attend and vote at the EGM. During the closure of the register of members of the Company, no transfer of Shares will be effected. In order to be eligible to attend and vote at the EGM (or at any adjournment thereof), all transfer documents accompanied by the relevant share certificates must be lodged with the Company's Hong Kong branch share registrar and transfer office, Union Registrars Limited at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong for registration no later than 4:00 p.m. on Friday, 6 June 2025.

3. If Typhoon Signal No. 8 or above is hoisted, or a "black" rainstorm warning signal or "extreme conditions" caused by super typhoons as announced by the Government of Hong Kong is/are in force in Hong Kong at or at any time after 7:00 a.m. on the date of the meeting, the meeting will be postponed. The Company will post an announcement on the website of the Company at www.csthld.com and on the HKExnews website of the Stock Exchange at www.hkexnews.hk to notify Shareholders of the date, time and venue of the rescheduled meeting.

As at the date hereof, the Board comprises Mr. Kam Kit (Chairman), Mr. Guo Jun Hao, Ms. Liang Jiaxin and Mr. Wang Bing as executive Directors; Mr. Wei Xiaomin as non-executive Director; and Mr. Wong Kwok On, Ms. Qiu Yumei and Mr. Chu Pui Ki Dickson as independent non-executive Directors.

EGM – 3