TC Orient Lighting : Announcements and Notices - Further Delay in Despatch of Circular and Extension of Long Stop Date in Relation to Subscriptions of Convertible Bonds under Specific Mandate and Application for Whitewash Waiver

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This announcement is for information purposes 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)

FURTHER DELAY IN DESPATCH OF CIRCULAR AND

EXTENSION OF LONG STOP DATE

IN RELATION TO

SUBSCRIPTIONS OF CONVERTIBLE BONDS UNDER SPECIFIC MANDATE AND APPLICATION FOR WHITEWASH WAIVER

Reference is made to (i) the announcement of TC Orient Lighting Holdings Limited (the ''Company'') dated 26 September 2016 (the ''Announcement'') in relation to, among others, the subscriptions of convertible bonds under specific mandate and the application of whitewash waiver; and (ii) the announcements of the Company dated 17 October 2016, 18 November 2016 and 16 December 2016 in relation to the delay in despatch of circular. Unless otherwise stated, capitalized terms used herein shall have the same meanings as ascribed to them in the Announcement.

FURTHER DELAY IN DESPATCH OF CIRCULAR

As disclosed in the announcement dated 16 December 2016, the Circular containing, among other things, (i) the 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; (iii) the letter of advice from the IFA to the IBC and the Independent Shareholders; and (iv) a notice of the EGM is expected to be despatched to the Shareholders on or before 13 January 2017.

As additional time is required by the Company to prepare and finalise the information to be included in the Circular, including but not limited to the financial information of the Group and a valuation report in respect of the Group's properties, the Company expects that the despatch of the Circular will be further postponed to a date not later than 20 February 2017. An application has been made by the Company to the Executive pursuant to Rule 8.2 of the Takeovers Code for its consent to extend the latest date of the despatch of the Circular to 20 February 2017. The Executive has indicated that it is minded to grant such consent.

EXTENSION OF LONG STOP DATE

Pursuant to the CB Subscription Agreements, if the conditions precedent set out in the CB Subscription Agreements are not fulfilled at or before 5: 00 p.m. on 14 December 2016 (or such later date as may be agreed between the relevant CB Subscriber and the Company), the agreement shall lapse and become null and void and the parties to the agreement shall be released from all obligations thereunder, save for liabilities for any antecedent breaches thereof.

To allow additional time for the parties to procure the satisfaction of the conditions precedent of the CB Subscription Agreements, on 14 December 2016, the Company and the CB Subscribers mutually consented in writing to extend the long stop date under the CB Subscription Agreements to 27 January 2017 (or such later date as may be agreed between the relevant CB Subscriber and the Company).

On 13 January 2017, the Company and the CB Subscribers mutually consented in writing to further extend the long stop date under the CB Subscription Agreements to 31 March 2017 (or such later date as may be agreed between the relevant CB Subscriber and the Company).

Save as disclosed above, all other terms and conditions of the CB Subscription Agreements remain unchanged and in full force and effect in all respects.

By order of the Board

TC Orient Lighting Holdings Limited Chen Yongsen

Chairman

Hong Kong, 13 January 2017

As at the date hereof, the executive Directors are Mr. Chen Yongsen (Chairman), Mr. Wang Shi Jin (Chief Executive Officer), Mr. Chen Hua, Mr. Wong Wing Choi and Mr. Xu Ming; and the independent non-executive Directors are Mr. Anson Poon Wai Kong, Mr. Li Hongxiang, Mr. Wong Kwok On, Mr. Bonathan Wai Ka Cheung and Ms. Chen Lei.

The Directors jointly and severally accept full responsibility for the accuracy of the information in this announcement and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statements in this announcement misleading.