JOVIAN Communications Group

Tuesday, 19 January, 2010
TC Interconnect Holdings Limited
TC Interconnect (SEHK: 0515) Announces Signing Agreements with Dongfang to Formally Establish JV

(Hong Kong, 19 January 2010) ── TC Interconnect Holdings Limited (SEHK Code: 0515) (“TC Interconnect”/ the “Group”) today announces it wholly-owned subsidiary, TC (BVI) Limited (“TC (BVI)”) entered into the Investment Co-operation Agreement and Supplemental Agreement with LED lighting technology proprietary developer and operator Orient Opto – Semiconductors Corp. (“Dongfang”) and its shareholder and director, Mr. Zhu Jianqin (“Mr. Zhu”) on 18 January, a JV company will be formally established to carry out operation and management of energy saving projects and LED lighting, and sale and marketing of LED lighting and other energy saving products.

Pursuant to which, (i) subject to the fulfillment of the Conditions Precedent for JV Formation, Dongfang, Mr. Zhu and TC (BVI) agreed to jointly establish the JV Company (which is held as to 30% by Dongfang, 19% by Mr. Zhu and 51% by TC (BVI)) to carry out the operation and management of energy saving projects and LED lighting and the sale and marketing of LED lighting and other energy saving products; and (ii) subject to the fulfillment of the Conditions Precedent for Acquisition, the Company agreed to acquire from Mr. Zhu the 19% equity interest in the JV Company held by Mr. Zhu at the consideration of HK$28,400,000, which shall be satisfied partly by cash (as to HK$10,000,000) and partly by way of issuance and allotment of the Consideration Shares (as to HK$18,400,000).

Pursuant to the Agreements, TC (BVI) shall subscribe for 51% equity interest in the JV Company by way of injection of cash in the sum of RMB50,000,000, Dongfang shall subscribe for 30% equity interest in the JV Company by way of injection of the LED Street Light Related Fixed Asset and the transfer to the JV Company the ownership of all the LED-related intellectual properties held by Dongfang, and Mr. Zhu shall subscribe for 19% equity interest in the JV Company by way of transfer to the JV Company the ownership of all the LED-related intellectual properties held by Mr. Zhu. Each of TC (BVI), Dongfang and Mr. Zhu shall complete the capital injection within 90 days from the date of execution of the Agreements on 18 January 2010.

The total investment amount of the JV Company to be injected by TC (BVI) shall be approximately HK$85,400,000, while the registered capital of the JV Company shall be RMB120,000,000.

Pursuant to the Agreement, completion of the formation of the JV Company and/or the Acquisition shall take place on or before 30 April 2010 (or such other date as the parties to the Agreements may agree) subject to the fulfillment of the relevant Conditions Precedent for JV Formation and Conditions Precedent for Acquisition.

Mr. Zhu will be proposed to be appointed as an executive Director upon completion of the Acquisition and issuance and allotment of the Consideration Shares, and will be responsible for the operation and development of the LED lightings business of the Company. An incentive for better performance of the management team led by Mr. Zhu, it is proposed that the share option scheme will be granted within the first three years since commencement of business of the JV Company.

Mr. Paul Yeung, Chairman of TC Interconnect said, “Our group is aware of the great potential of energy saving products and LED lighting business. Setting up the JV Company helps the Group tap new investment and suitable business opportunities. The directors believe that the establishment of the JV Company and the acquisition would further diversify the Group’s products, improving its products’ structure and enhancing its ability to resist risks and that to profit.”

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About TC Interconnect Holdings Limited (Stock Code: 515)
Listed in 2006, TC is one of the Top 10 Printed Circuit Board (“PCB”) manufacturers in Hong Kong and the PRC. It is a one-stop PCB manufacturer, which offers single-sided PCBs, double-sided PCBs, multi-layered PCBs and HDI PCBs. The Group’s products are widely applied to consumer electronics, computer and computer peripherals, communication equipments and automotive electronics. Its clients mainly come from the PRC, the US, Europe, Japan, Korea, Hong Kong and Singapore. The Group has two manufacturing plants in Zhongshan, Guangdong of the PRC. In October 2009, the Group set up subsidiary to manufacture and distribute and install LED road lamps in China. Details please refer to www.tatchun.com.

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