NVC Lighting : 20190325 Circulars - - DECLARATION AND PAYMENT OF THE SPECIAL DIVIDEND OUT OF THE SHARE PREMIUM ACCOUNT AND NOTICE OF EXTRAORDINARY GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubtas to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferredall your shares in NVC Lighting Holding Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker 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.

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 2222)

DECLARATION AND PAYMENT OF THE SPECIAL DIVIDEND

OUT OF THE SHARE PREMIUM ACCOUNT

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

The notice convening the extraordinary general meeting of NVC Lighting Holding Limited to be held at Conference Hall 03, Level 1, Building 1E, Phase 1, Hong Kong Science Park, Pak Shek Kok, Hong Kong on Thursday, 11 April 2019 at 10:00 a.m. is set out in this circular.

Whether or not you are able to attend the Extraordinary General Meeting, please complete and sign the enclosed form of proxy for use at the Extraordinary General Meeting in accordance with the instructions printed thereon and return it to the Company's Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the Extraordinary General Meeting (i.e. not later than 10:00 a.m. on Tuesday, 9 April 2019 or the adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the Extraordinary General Meeting if they so wish.

This circular together with the form of proxy are also published on the websites of Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) and the Company (http://www.nvc-lighting.com.cn).

References to time and dates in this circular are to Hong Kong time and dates.

26 March 2019

CONTENTS

Definitions........................................................

Letter from the Board

Page

1

Notice of Extraordinary General Meeting...............................

1.	Introduction ................................................	3
2.	Declaration and Payment of the Special Dividend out of
theSharePremiumAccount ..................................	4
3.	EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
4.	Voting by Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
5.	Proxy Arrangement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
6.	Closure of Register of Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
7.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
8.	General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
8

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

"Articles of Association"	the articles of association of the Company currently in
force
"Board"	the board of Directors
"Company"	NVC Lighting Holding Limited (ཤɻ๫׼છٰϞࠢʮ
̡), a company incorporated in the British Virgin Islands
on 2 March 2006 and subsequently redomiciled to the
Cayman Islands on 30 March 2010 as an exempted
company with limited liability under the laws of the
Cayman Islands. The shares of the Company are listed on
the main board of the Stock Exchange
"Directors"	the directors of the Company
"EGM" or "Extraordinary	the extraordinary general meeting of the Company to be
General Meeting"	held at Conference Hall 03, Level 1, Building 1E, Phase
1, Hong Kong Science Park, Pak Shek Kok, Hong Kong
on Thursday, 11 April 2019 at 10:00 a.m., to consider
and, if appropriate, to approve the resolution contained in
the notice of the meeting which is set out on pages 8 to
9 of this circular, or any adjournment thereof
"Group"	the Company and its subsidiaries
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong"	the Hong Kong Special Administrative Region of the
People's Republic of China
"Latest Practicable Date"	21 March 2019, being the latest practicable date prior to
the printing of this circular for ascertaining certain
information in this circular
"Listing Rules"	the Rules Governing the Listing of Securities on the
Stock Exchange as amended from time to time
"RMB"	Renminbi, the lawful currency of the People's Republic
of China
-1-

"Share(s)"

ordinary share(s) of US$0.0000001 each in the issued capital of the Company

"Shareholder(s)"

holder(s) of Share(s)

"Share Premium Account"

the share premium account of the Company, the amount standing to the credit of which was approximately RMB1,764,540,000 as at 31 December 2018 based on the audited consolidated financial statement of the Company as at that date

"Special Dividend"

the proposed special dividend of HK$0.05 (equivalent to approximately RMB0.04) per Share as recommended by the Board

LETTER FROM THE BOARD

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 2222)

Executive Directors:	Registered Office:
WANG Donglei	Cricket Square, Hutchins Drive
WANG Dongming	P.O. Box 2681
XIAO Yu	Grand Cayman KY1-1111
WANG Keven Dun	Cayman Islands
CHAN Kim Yung, Eva
Head Office:
Non-executive Director:	NVC Industrial Park
YE Yong	Ruhu Town
Huizhou City
Independent Non-executive Directors:	Guangdong Province
LEE Kong Wai, Conway	The People's Republic of China
WANG Xuexian
WEI Hongxiong	Principal Place of Business
SU Ling	in Hong Kong:
Unit 608, 6/F, Lakeside 1
No. 8 Science Park West Avenue
Hong Kong Science Park
Pak Shek Kok, Sha Tin,
Hong Kong
Hong Kong, 26 March 2019
To the Shareholders
Dear Sir/Madam,

DECLARATION AND PAYMENT OF THE SPECIAL DIVIDEND

OUT OF THE SHARE PREMIUM ACCOUNT

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

1. INTRODUCTION

Reference is made to the announcement of the Company dated 17 March 2019 in relation to the proposed declaration and payment of the Special Dividend out of the Share Premium Account.