TC Orient Lighting : Announcements and Notices - (1) Subscriptions of Convertible Bonds under Specific Mandate; (2) Application for Whitewash Waiver; and (3) Resumption of Trading

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

This announcement appears for information only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.

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. SUBSCRIPTIONS OF CONVERTIBLE BONDS UNDER SPECIFIC MANDATE;

2. APPLICATION FOR WHITEWASH WAIVER; AND

3. RESUMPTION OF TRADING

SUBSCRIPTIONS OF CONVERTIBLE BONDS UNDER SPECIFIC MANDATE

On 22 and 26 September 2016, the Company and the CB Subscribers entered into the CB Subscription Agreements, pursuant to which the Company has conditionally agreed to issue, and the CB Subscribers have agreed to subscribe for, the Convertible Bonds in aggregate principal amount of HK$285,000,000.

Holders of the Convertible Bonds will have the right to convert the whole or part of the principal amount of the Convertible Bonds into Conversion Shares at any time during the Conversion Period. Based on the initial Conversion Price of HK$0.10 per Conversion Share, an aggregate of 2,850,000,000 Conversion Shares will be allotted and issued by the Company upon exercise in full of the conversion rights attaching to the Convertible Bonds, representing: (a) approximately 276.80% of the existing issued share capital of the Company, and (b) approximately 73.46% of the issued share capital of the Company as enlarged by the issue of the Conversion Shares (assuming there is no other change in the issued share capital of the Company between the date of this announcement and the full conversion of the Convertible Bonds).

The Conversion Price of HK$0.10 represents: (i) a discount of approximately 67.21% to the closing price of HK$0.305 per Share as quoted on the Stock Exchange on the Last Trading Day; and (ii) a discount of approximately 60.82% to the average closing price of HK$0.2552 per Share as quoted on the Stock Exchange for the last five full trading days of the Shares immediately prior to and including the Last Trading Day.

The gross and net proceeds from the CB Subscriptions are expected to be approximately HK$285 million and HK$280 million, respectively. It is intended that such net proceeds will be used by the Company for settlement of the Group's current liabilities as they fall due.

The Convertible Bonds will be issued under the Specific Mandate which is subject to Shareholders' approval at the EGM.

APPLICATION FOR WHITEWASH WAIVER

As at the date of this announcement, OEIL and parties acting in concert with it do not own, control or direct any Shares, convertible securities, options, warrants or derivatives in respect of Shares. Assuming exercise in full by OEIL of the conversion rights attaching to the Convertible Bonds held by it at the initial Conversion Price of HK$0.10 per Conversion Share, OEIL and parties acting in concert with it will hold 1,000,000,000 Conversion Shares, representing approximately 49.27% of the issued share capital of the Company as enlarged by the issue of these 1,000,000,000 Conversion Shares (assuming that there is no other change in the issued share capital of the Company between the date of this announcement and OEIL's full conversion and assuming that no other CB Subscribers convert their Convertible Bonds). As a result, OEIL and parties acting in concert with it will be obliged to make a mandatory general offer for all the issued Shares (other than those already owned or agreed to be acquired by OEIL and parties acting in concert with it) pursuant to Rule 26.1 of the Takeovers Code, unless the Whitewash Waiver is granted by the Executive and approved by the Independent Shareholders at the EGM by way of poll.

OEIL will make an application to the Executive for the Whitewash Waiver pursuant to Note 1 on dispensations from Rule 26 of the Takeovers Code which, if granted, will be subject to, among other things, approval by the Independent Shareholders in respect of the Whitewash Waiver at the EGM by way of poll. The granting by the Executive of the Whitewash Waiver and the approval of the Independent Shareholders are part of the conditions precedent to the OEIL CB Subscription Agreement and cannot be waived.

As at the date of this announcement, the Company does not believe that the CB Subscriptions gives rise to any concerns in relation to compliance with other applicable rules or regulations (including the Listing Rules). If a concern should arise after the release of this announcement, the Company will endeavour to resolve the matter to the satisfaction of the relevant authority as soon as possible but in any event before the dispatch of the Circular. The Company notes that the Executive may not grant the Whitewash Waiver if the CB Subscriptions do not comply with other applicable rules and regulations.

The Executive may or may not grant the Whitewash Waiver to OEIL. The subscription of Convertible Bonds by OEIL will not proceed if the Whitewash Waiver is not obtained by it.

GENERAL

The IBC comprising all the independent non-executive Directors was established to advise the Independent Shareholders in relation to the Whitewash Waiver. The IFA will be appointed as soon as possible to advise the IBC and the Independent Shareholders in relation to the Whitewash Waiver. Further announcement will be made upon the appointment of the IFA.

The Circular containing, among other things: (i) details of the CB Subscription Agreements and the transactions contemplated thereunder, the Specific Mandate and the Whitewash Waiver; (ii) the letter of advice from the IBC to the Independent Shareholders;

1. the letter of advice from the IFA to the IBC and the Independent Shareholders; and

2. a notice of the EGM is expected to be dispatched to the Shareholders as soon as possible in compliance with the requirements of the Listing Rules and the Takeovers Code.

The EGM will be held to consider and, if thought fit, pass the resolutions to approve, among other things, the CB Subscription Agreements and the transactions contemplated thereunder, the issue of the Convertible Bonds, the Specific Mandate and the Whitewash Waiver. All resolutions to be proposed at the EGM will be voted on by the Shareholders or the Independent Shareholders (as the case may be) by way of poll.

RESUMPTION OF TRADING

At the request of the Company, trading in the Shares on the Stock Exchange was halted from 9: 00 a.m. on 22 September 2016 pending the release of this announcement. Application has been made to the Stock Exchange for the resumption of trading in the Shares from 9: 00 a.m. on 27 September 2016.

WARNING OF THE RISKS OF DEALINGS IN THE SHARES

Shareholders and potential investors of the Shares should note that the CB Subscriptions are subject to the fulfillment or waiver of their conditions precedent and may or may not proceed. Shareholders and potential investors are advised to exercise caution when dealing in the Shares.

THE CB SUBSCRIPTION AGREEMENTS

Date

22 and 26 September 2016

Parties

1. the Company; and

2. Seventeen CB Subscribers.

   The names of the seventeen CB Subscribers and the principal amount of Convertible Bonds subscribed by each of them are summarized as follows:

   Date of signing of CB

   Subscription Agreement CB Subscribers Principal amount

   (HK$)

   22	September	2016	OEIL	100,000,000
   22	September	2016	Ms. Li Jie (李潔)	20,000,000
   22	September	2016	Mr. Chen Yinghui (陳應輝)	20,000,000
   22	September	2016	Ms. Li Xiuqin (李秀芹)	20,000,000
   22	September	2016	Mr. Liang Ping (梁平)	20,000,000
   22	September	2016	Ms. Lu Xiaohong (盧曉鴻)	20,000,000
   22	September	2016	Mr. Peng Shaorong (彭紹榮)	20,000,000
   22	September	2016	Mr. Yu Wentao (于文韜)	5,000,000
   22	September	2016	Ms. Zhang Yuming (張玉明)	5,000,000
   22	September	2016	Mr. Luo Zhengeng (羅鎮庚)	5,000,000
   22	September	2016	Mr. Chen Jiandong (陳建東)	5,000,000
   22	September	2016	Mr. Liang Ruguo (梁如國)	4,000,000
   22	September	2016	Mr. Huang Hanqi (黃漢騎)	3,000,000
   22	September	2016	Mr. Kong Hor Fai (江賀輝)	3,000,000
   26	September	2016	Mr. Chan Chi Keung (陳志強)	20,000,000
   26	September	2016	Mr. Zeng Fanxiong (曾凡雄)	10,000,000
   26	September	2016	Mr. He Yihui (何奕輝)	5,000,000

   Total: 285,000,000

3. The Investors and the ultimate beneficial owners of OEIL are procured by the Company by way of private placement. The CB Subscribers were introduced by individual executive Directors to the Company and were previously acquainted with individual Directors through their own business networks and were known to the individual Directors as high net worth individuals and/or professional investors who might have the financial resources to extend middle to long term financial support to the Company through the CB Subscriptions. To ensure the middle to long term financial support by the CB Subscribers to the Company, the terms of the Convertible Bonds provide that the principal sum of the Convertible Bonds is only due after three years of the issue and early redemption can only be initiated by the Company, not the CB Subscribers. In addition, at the request of the Company, the CB Subscribers have provided 6-months' lock-up undertakings, as more particularly set out in the section headed ''Lock-up Undertakings'' in this announcement.

4. Each of the CB Subscribers and their respective ultimate beneficial owners is a third party independent of and not connected with the Company and its connected persons.

5. None of the other CB Subscribers was interested in any Shares prior to the entering into of the CB Subscription Agreements.