CM Energy Tech Co., Ltd. — Board/Management Information 2018

Jun 5, 2018

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 Group Holdings Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 206)

APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR

The Board announces that:

Mr. Chen Weidong has been appointed as an independent non-executive Director and a member of each of the audit committee, the nomination committee, the remuneration committee and the compliance committee of the Company respectively with effect from 5 June 2018.

This announcement is made by TSC Group Holdings Limited (the “ Company ”, together with its subsidiaries, the “ Group ”) pursuant to Rule 13.51(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”)

APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR

The board (“ Board ”) of the directors (“ Director(s) ”) of the Company is pleased to announce that Mr. Chen Weidong (“ Mr. Chen ”) has been appointed as an independent non-executive Director with effect from 5 June 2018. The biographical details of Mr. Chen are set out below:

Mr. Chen, aged 63, has been appointed as an independent non-executive Director with effect from 5 June 2018. Mr. Chen has over 30 years’ experience in offshore oil and gas industry. He supervised and organized 4 published books on petroleum economics and geopolitics. Mr. Chen is now serving as Guest Professor at Renmin University of China, Invited Researcher at Energy Security Center of Graduate School of Chinese Academy of Social Sciences, Dean of Minde Institute and Chair of DFS Energy Consultant (Beijing) Ltd.

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Mr. Chen used to work as Chief Energy Researcher of CNOOC Energy Economics Inst. Executive Vice President, Secretary of Board of Directors, and Chief Strategy Officer of China Oilfield Services Limited (a H-share company listed on the main board of the Stock Exchange of Hong Kong Limited from 2002, stock code: 2883). Mr. Chen obtained a bachelor’s degree in geophysical exploration studies from Ocean University of China (formerly as Shandong College of Oceanology) in the People’s Republic of China in 1982 and an MBA from Peking University in July 2001. He graduated from China University of Political Science and Law with a master diploma in July 2005.

Mr. Chen has entered into a service contract with the Company on 5 June 2018 for a term of three years effective from 5 June 2018 and is subject to retirement by rotation and re-election at the annual general meeting of the Company and vacation of office in accordance with the articles of association of the Company. According to the service contract, Mr. Chen will be entitled to a remuneration of HK$10,000 per month which is determined by reference to his duties and responsibilities to the Company.

Save as disclosed above, Mr. Chen has not held any other position with the Company or its subsidiaries, nor has he held any other directorship in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years.

As at the date of this announcement and save as disclosed above, Mr. Chen confirms that he does not have any relationship with any directors, senior management, management shareholders, substantial shareholders or controlling shareholders of the Company, and he does not have any interests in the shares of the Company within the meaning of part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Save as disclosed above, the Board is not aware of any other information that needs to be disclosed pursuant to Rule 13.51(2) of the Listing Rules, or any other matters concerning Mr. Chen that needs to be brought to the attention of the shareholders of the Company.

The Board would like to take this opportunity to welcome Mr. Chen to the Board.

ADDITION TO BOARD COMMITTEES

Mr. Chen has also been appointed as a member of the audit committee (the “ Audit Committee ”), nomination committee (the “ Nomination Committee ”), remuneration committee (the “ Remuneration Committee ”) and the compliance committee (the “ Compliance Committee ”) of the Company respectively with effect from 5 June 2018.

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With effect from 5 June 2018, the composition of the committees of the Board will be as follows:

Committee of the Board

Composition

Audit Committee Mr. Chan Ngai Sang, Kenny (Chairman) Mr. Zou Zhendong Mr. Chen Weidong Remuneration Committee Mr. Zou Zhendong (Chairman) Mr. Wang Hongyuan Mr. Jiang Bing Hua Mr. Chan Ngai Sang, Kenny Mr. Chen Weidong Compliance Committee Mr. Lou Dongyang (Chairman) Mr. Chan Ngai Sang, Kenny Mr. Chen Weidong Ms. Cheung Wai Sze, Candy Nomination Committee Mr. Wang Hongyuan (Chairman) Mr. Zhang Menggui, Morgan Mr. Chan Ngai Sang, Kenny Mr. Zou Zhendong Mr. Chen Weidong

By order of the Board TSC Group Holdings Limited Wang Hongyuan Executive Chairman

Hong Kong, 5 June 2018

As at the date of this announcement, the Board comprises three executive Directors, namely Mr. Wang Hongyuan, Mr. Jiang Bing Hua and Mr. Zhang Menggui, Morgan; three non-executive Directors, namely Mr. Lou Dongyang, Mr. Wang Jianzhong and Ms. Li Rong; and three independent non-executive Directors, namely Mr. Chan Ngai Sang, Kenny, Mr. Zou Zhendong and Mr. Chen Weidong.

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