TC Orient Lighting : Announcements and Notices - Notice of Extraordinary General Meeting

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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:

1. ''THAT:

   ORDINARY RESOLUTIONS

2. 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. 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.''

4. ''THAT:

5. 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

6. 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.''

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

8. 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:

   Unit 1001E, 10/F, East Ocean Centre 98 Granville Road

   Tsim Sha Tsui, Kowloon Hong Kong

   Registered Office: Cricket Square Hutchins Drive

   P. O. Box 2681

   Grand Cayman KY1-1111 Cayman Islands

   Notes:

9. 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.

10. 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).

11. 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.

12. 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.

13. 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.