TC Orient Lighting : PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL, RE-ELECTION OF RETIRING DIRECTOR AND NOTICE OF EXTRAORDINARY GENERAL MEETING

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)

PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL,

RE-ELECTION OF RETIRING DIRECTOR

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the EGM of the Company to be held at Unit E, 30/F., Tower B, Billion Centre, 1 Wang Kwong Road, Kowloon Bay, Kowloon, Hong Kong on Thursday, 12 December 2019 at 11:00 a.m. is set out on pages 9 to 10 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 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 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.

22 November 2019

CONTENTS
	Pages
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
APPENDIX - DETAILS OF THE DIRECTOR PROPOSED
TO BE RE-ELECTEDAT THE EGM . . . . . . . . . . . . . . . . . . . . . . . . .	7
NOTICE OF EXTRAORDINARY GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . .	9

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DEFINITIONS

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

"Article(s)"

"Board"

"Company"

the articles(s) of association of the Company

the board of Directors

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

"Director(s)"	the director(s) of the Company
"EGM" or "Extraordinary	the extraordinary general meeting of the Company to
General Meeting"	be convened and held at Unit E, 30/F., Tower B, Billion
	Centre, 1 Wang Kwong Road, Kowloon Bay, Kowloon,
	Hong Kong on Thursday, 12 December 2019 at 11:00 a.m.,
	and any adjournment thereof
"EGM Notice"	the notice convening the EGM, which is set out on pages 9
	to 10 of this circular
"Hong Kong"	the Hong Kong Special Administrative Region of the
	People's Republic of China
"Increase in Authorised	the proposed increase in the authorised share capital
Share Capital"	of the Company from HK$400,000,000.00 divided into
	4,000,000,000 Shares to HK$1,200,000,000.00 divided
	into 12,000,000,000 Shares by the creation of additional
	8,000,000,000 Shares of par value of HK$0.10 each
"Latest Practicable Date"	19 November 2019, 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

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DEFINITIONS

"Option(s)"

"Share(s)"

"Shareholder(s)"

"Stock Exchange"

"HK$"

"%"

the share option(s) to subscribe for Shares granted pursuant to the share option scheme approved and adopted by the Company on 19 August 2016

the ordinary share(s) of par value of HK$0.10 each in the share capital of the Company

the holder(s) of the Share(s)

The Stock Exchange of Hong Kong Limited

Hong Kong dollars, the lawful currency of Hong Kong

per cent.

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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:	Registered Office:
Mr. Zeng Yongguang	Cricket Square
Mr. Xu Ming	Hutchins Drive
Mr. Guo Jun Hao	P. O. Box 2681
Mr. Mai Huazhi	Grand Cayman KY1-1111
Mr. Yau Yan Ming Raymond	Cayman Islands
Independent Non-executive Directors:	Principal place of business
Mr. Li Hongxiang	in Hong Kong:
Mr. Wong Kwok On	Unit E, 30/F.
Mr. Bonathan Wai Ka Cheung	Tower B, Billion Centre
Dr. Loke Yu (alias Loke Hoi Lam)	1 Wang Kwong Road
	Kowloon Bay, Kowloon
	Hong Kong
	22 November 2019
To the Shareholders
Dear Sir or Madam,

PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL,

RE-ELECTION OF RETIRING DIRECTOR

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

The purpose of this circular is to give you details of the proposed Increase in Authorised Share Capital and the proposed re-election of the retiring director, which will be proposed at the EGM for the Shareholders' consideration and, where appropriate, for approval.

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LETTER FROM THE BOARD

PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL

Reference is made to the Company's announcement dated 12 November 2019.

The existing authorised share capital of the Company is HK$400,000,000.00 divided into 4,000,000,000 Shares of par value of HK$0.10 each, of which 2,718,236,970 Shares were in issue and 1,281,763,030 Shares are authorized but unissued as at the Latest Practicable Date. In addition, as at the Latest Practicable Date, the Company has outstanding Options entitling the holders to subscribe for 318,992,575 Shares upon their full exercise.

In order to accommodate future expansion and growth of the Company and to provide the Company with greater flexibility to raise funds by allotting and issuing Shares in the future as and when necessary, the Board proposed to increase the authorised share capital of the Company from HK$400,000,000.00 divided into 4,000,000,000 Shares to HK$1,200,000,000.00 divided into 12,000,000,000 Shares by the creation of additional 8,000,000,000 Shares of par value of HK$0.10 each. The new Shares shall rank pari passu with each other and with the existing Shares in all respects upon issue. The Increase in Authorised Share Capital is conditional upon the passing of an ordinary resolution by the Shareholders at the EGM.

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

The EGM will be held for the Shareholders to consider and, if thought fit, approve the ordinary resolution in respect of the Increase in Authorised Share Capital.

RE-ELECTION OF RETIRING DIRECTOR

In accordance with the code provision A.4.2 of Corporate Governance Code, Mr. Yau Yan Ming Raymond (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 the Appendix to this circular.

THE EGM

The EGM Notice is set out on pages 9 to 10 of this circular. A form of proxy for use at the EGM is also enclosed with this circular.

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LETTER FROM THE BOARD

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 and transfer office, 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 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 in person at the meeting or any adjournment thereof should you so wish but the authority of your proxy will be invalidated forthwith.

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 of Association of the Company.

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 the proposed Increase in Authorised Share Capital and the proposed 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.

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.

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LETTER FROM THE BOARD

GENERAL

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

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

Yours faithfully,

For and on behalf of the Board

TC Orient Lighting Holdings Limited

Zeng Yongguang

Executive Director

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

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

BIOGRAPHICAL INFORMATION

Executive Director

Mr. Yau Yan Ming Raymond ("Mr. Yau")

Mr. Yau, aged 51, was appointed as an executive Director with effect from 18 November

2019. Mr. Yau obtained a bachelor's degree in Business Administration (Accounting) from the University of Hawaii at Manoa and a master of science degree in Japanese Business Studies from Chaminade University of Honolulu. Mr. Yau has over 22 years' experience in auditing, accounting, taxation, company secretarial, corporate finance, IPO and financial management. Mr. Yau is an associate member of Hong Kong Institute of Certified Public Accountants, a member of American Institute of Certified Public Accountants and a fellow and certified tax adviser of The Taxation Institute of Hong Kong.

There is no service contract or fixed term of service between the Company and Mr. Yau. Mr. Yau's appointment is subject to retirement and re-election at general meeting pursuant to the Articles. Mr. Yau is entitled to director's remuneration of HK$30,000 per month, which was determined by the Remuneration Committee and the Board taking into account Mr. Yau's skill, knowledge and experience and his duties and responsibilities with the Company.

Mr. Yau is currently an independent non-executive director of Unitas Holdings Limited (stock code: 8020), a company listed on the GEM Board of the Stock Exchange. Between 6 October 2014 and 19 January 2017, Mr. Yau was an independent non-executive director of Enterprise Development Holdings Limited (stock code: 1808), a company listed on the Main Board of the Stock Exchange.

Save as disclosed above, Mr. Yau does not on the Latest Practicable Date hold, and has not in the last three years held, any directorship in other public listed companies in Hong Kong or overseas. As at the Latest Practicable Date, Mr. Yau does not hold any other positions in the Company or its subsidiaries. Mr. Yau confirmed to the Company that he does not have any relationships with any other directors, senior management, substantial shareholders or controlling shareholders of the Company, and that he does not have any interest in the Shares (within the meaning of Part XV of the Securities and Futures Ordinance) as at the Latest Practicable Date.

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

On 3 January 2013, Mr. Yau was criticised by the Listing Committee of the Stock Exchange (the "Listing Committee") in relation to the breaches of certain provisions of the Listing Rules while acting as an independent non-executive director of Birmingham Sports Holdings Limited (stock code: 2309) ("BSHL"), a company listed on the Main Board of the Stock Exchange. According to a news release issued by the Stock Exchange on 19 September 2012 (the "News Release"), the Listing Committee concluded that Mr. Yau and certain other directors of BSHL were in breach of the director's undertaking given by them to the Stock Exchange for failing to use their best endeavours to procure BSHL to comply with the Listing Rules. Further details of the News Release can be found on the website of the Stock Exchange.

The News Release did not appear to contain any allegations of fraud or dishonesty. Apart from the direction of the Listing Committee to require Mr. Yau to undergo certain hours of director's training which he duly completed, Mr. Yau confirmed that no further action was taken against him in relation to the subject matter leading to the criticism. Therefore, the Board is of the view that Mr. Yau has the character, experience and integrity and is able to demonstrate a standard of competence commensurate with his position as an executive Director of the Company.

Save as disclosed above, there is no other information relating to Mr. Yau 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 and the Stock Exchange in relation to the re-election of Mr. Yau.

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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 E, 30/F., Tower B, Billion Centre, 1 Wang Kwong Road, Kowloon Bay, Kowloon, Hong Kong on Thursday, 12 December 2019 at 11:00 a.m. 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. 1. the authorised share capital of the Company be and is hereby increased from HK$400,000,000.00 divided into 4,000,000,000 shares to HK$1,200,000,000.00 divided into 12,000,000,000 shares by the creation of additional 8,000,000,000 shares of par value of HK$0.10 each; and
   2. 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."
3. To re-elect Mr. Yau Yan Ming Raymond as an executive Director.

By order of the Board

TC Orient Lighting Holdings Limited

Zeng Yongguang

Executive Director

Hong Kong, 22 November 2019

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NOTICE OF EXTRAORDINARY GENERAL MEETING

Principal place of business in Hong Kong:	Registered Office:
Unit E, 30/F.	Cricket Square
Tower B, Billion Centre	Hutchins Drive
1 Wang Kwong Road	P. O. Box 2681
Kowloon Bay, Kowloon	Grand Cayman KY1-1111
Hong Kong	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 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 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.
4. 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.
5. As at the date hereof, the executive Directors are Mr. Zeng Yongguang, Mr. Xu Ming, Mr. Guo Jun Hao, Mr. Mai Huazhi and Mr. Yau Yan Ming Raymond; and the independent non-executive Directors are Mr. Li Hongxiang, Mr. Wong Kwok On, Mr. Bonathan Wai Ka Cheung and Dr. Loke Yu (alias Loke Hoi Lam).
6. The register of members of the Company will be closed from Monday, 9 December 2019 to Thursday, 12 December 2019 (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 December 2019.

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