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CM Energy Tech Co., Ltd. Board/Management Information 2009

Jul 10, 2009

49033_rns_2009-07-10_215a710c-76b9-40d4-a09c-7dd8c47b9765.pdf

Board/Management Information

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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

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TSC Offshore Group Limited

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 206)

APPOINTMENT OF DIRECTORS

The Board is pleased to announce that Mr. Chang and Mr. Fogal Jr have been appointed as non-executive Director and independent non-executive Director of the Company respectively with effect from 10 July 2009.

The board (the “ Board ”) of directors (each a “ Director ”) of TSC Offshore Group Limited (the “ Company ”) is pleased to announce that Mr. Brian CHANG (“ Mr. Chang ”) and Mr. Robert William FOGAL JR (“ Mr. Fogal Jr ”) have accepted the Board’s invitation and appointment as non-executive Director and independent nonexecutive Director of the Company respectively for a term of 3 years with effect from 10 July 2009.

Mr. Chang , aged 66, has over 40 years of experience in the marine and offshore industry. Mr. Chang is currently a member of Advisory Committee of the Company. He obtained first class honors in electrical engineering from City University London in U.K. in 1965. Mr. Chang founded Promet Pte Ltd (“ Promet ”) in Singapore in 1971. In 1995, after Mr. Chang sold all his shares in Promet, he founded Yantai Raffles Shipyard Limited (“ YRS ” together with its subsidiaries as the “ YRS Group ”) in Singapore, a public company whose shares are traded on the Oslo Over-the-Counter Market since May 2006. Mr. Chang currently serves as Deputy Chairman and Chief Executive Officer of YRS, and also serves as director of certain subsidiaries of YRS. Mr. Chang is mainly responsible for managing the YRS Group’s business, performance and strategy. Mr. Chang has contributed to the expansion of YRS Group’s markets inside and outside of China. Save as disclosed above, Mr. Chang was not a director of any listed companies at any time during the previous three years immediately preceding the date of this announcement.

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Mr. Chang has entered into a letter of appointment with the Company for a term of 3 years commencing on 10 July 2009 subject to the retirement by rotation and reelection in accordance with the articles of association of the Company (“ Articles of Association ”), unless and until terminated by not less than 3 months’ prior notice in writing served by either party on the other. The director’s fee of Mr. Chang specified in the letter of appointment is HK$120,000 per annum which is fixed with reference to his responsibilities and duties within the Group as well as the prevailing market conditions. The Company has no obligation to pay Mr. Chang compensation when his appointment terminates.

Mr. Chang has no relationships with any Directors, senior management or substantial or controlling shareholders of the Company. Mr. Chang is a substantial shareholder of the Company, and as at the date of hereof, Mr. Chang was interested in total 108,872,800 shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (“ SFO ”) representing approximately 19.37% of the entire issued share capital of the Company of which 42,800,000 shares were held by YRS in which YRS is owned as to approximately 34% by Mr. Chang and his associates, and 16,072,800 shares and 50,000,000 shares were held indirectly through Asian Infrastructure Limited and Windmere International Limited respectively which are investment holding companies wholly-owned by Mr. Chang.

Mr. Fogal Jr , aged 73, has over 50 years of experience in the offshore industry having worked in engineering, planning, estimating, production, marketing, sales, project management, contract administrator and yard management in various listed and multinational companies. He obtained a degree in mechanical engineering from Lamar University in the United States in 1957. Mr. Fogal Jr worked for YRS in its U.S. office as the president and was responsible for business development and sales of projects in offshore sector including drilling rigs, floating production and construction vessels from 2000 to 2004. From 2004 to 2008, he was the vice president in marketing, sales and business development at Friede & Goldman Ltd and was responsible for developing over 20 offshore rigs being built in 6 shipyards and various countries. Mr. Fogal Jr has been the vice president of Jackup Structures Alliance, Inc. since 2008, and is responsible for domestic and international sales and business development for a group of companies engaged in the manufacture of critical niche components for offshore drilling rigs, liftboats and other services. Save as disclosed above, Mr. Fogal Jr was not a director of any listed companies at any time during the previous three years immediately preceding the date of this announcement.

Mr. Fogal Jr has entered into a letter of appointment with the Company for a term of 3 years commencing on 10 July 2009 subject to the retirement by rotation and re-election in accordance with the Articles of Association, unless and until terminated by not less than 3 months’ prior notice in writing served by either party on the other. The director fee of Mr. Fogal Jr specified in the letter of appointment is HK$120,000 per annum which is fixed with reference to his responsibilities and duties within the Group as well as the prevailing market conditions. The Company has no obligation to pay Mr. Fogal Jr compensation when his appointment terminates.

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Mr. Fogal Jr had not held any other positions with any members of the Group and had not held any other directorships in any listed public companies in the last three years. As far as the Board is aware, Mr. Fogal Jr has no relationship with any Directors, senior management or substantial or controlling shareholders of the Company. As at the date of hereof, Mr. Fogal Jr does not have any interests in the securities of the Company within the meaning of Part XV of the SFO.

Save as disclosed above, the Board is not aware of any other matters about the appointment of Mr. Chang and Mr. Fogal Jr which are required to be disclosed pursuant to paragraphs 13.51(2)(h) to (v) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited nor are there other matters that need to be brought to the attention of the shareholders of the Company.

The Board would like to take the opportunity to express its warmest welcome to Mr. Chang and Mr. Fogal Jr for their joining the Board.

By order of the Board TSC Offshore Group Limited Jiang Bing Hua Executive Chairman

Hong Kong, 10 July 2009

As of the date of this announcement, the Board comprises 2 executive Directors, namely Mr. Jiang Bing Hua and Mr. Zhang Menggui; 2 non-executive Directors, namely Mr. Jiang Longsheng and Mr. Brian Chang; and 4 independent non-executive Directors, namely Mr. Chan Ngai Sang, Kenny, Mr. Bian Junjiang, Mr. Guan Zhichuan and Mr. Robert William Fogal Jr.

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