TC ORIENT LIGHTING HOLDINGS LIMITED (the "Company")

(Incorporated in the Cayman Islands with limited liability)

website: www.tatchun.com

(Stock Code: 515) Terms of Reference of the Nomination Committee (the "Committee") Membership

1. Members of the Committee shall be appointed by the board of directors of the Company (the "Board").
The majority of the members of the Committee shall be independent non-executive directors.
2. The Board shall designate one of the members who shall be an independent non-executive director as the
Committee's chairman.
3. The Company Secretary or his/her nominee shall act as the Committee's secretary.

Frequency and proceedings of meetings

4. The Committee shall meet at least annually. Additional meetings shall be held as the work of the Committee demands.
5. In addition, the Committee's chairman may convene additional meetings at his/her discretion.
6. The quorum of a meeting of the Committee shall be all the Committee members.
7. Unless otherwise specified hereunder, the provisions contained in the Company's articles of association (as amended from time to time) for regulating meetings and proceedings of directors shall apply to the meetings and proceedings of the Committee.

Duties, powers and functions

8. The Committee shall -
(a) formulate nomination policy for the Board's consideration and implement the Board's approved nomination policy; and
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(b) without prejudice to the generality of the foregoing:
(i) review the structure, size and composition (including the skills, knowledge, experience and length of service) of the Board at least annually; and make recommendations on any proposed changes to the Board to complement the Company's corporate strategy;
(ii) identify and nominate appropriate candidates to fill casual vacancies of directors for the Board's approval;
(iii) assess the independence of independent non-executive directors and review the independent non-executive directors' annual confirmations on their independence; and make disclosure of its review results in the Corporate Governance Report;
(iv) regularly review the time required from a director to perform his/her responsibilities;
(v) make recommendations to the Board on relevant matters relating to the succession planning for the Chairman, the Chief Executive as well as the senior management;
(vi) do any such things to enable the Committee to discharge its powers and functions conferred on it by the Board; and
(vii) conform to any requirement, direction, and regulation that may from time to time be prescribed by the Board or contained in the Company's constitution or imposed by applicable legislation and regulations.
9. The Committee shall be provided with sufficient resources to enable it to perform its functions, including the resources for seeking independent professional advice.

Reporting Procedures

10. The Committee shall report to the Board on a regular basis. At the next Board meeting following a Committee's meeting, the Committee's chairman shall report the Committee's findings and recommendations to the Board.
- END - Date: 19 January 2015
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