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

Feb 9, 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.

This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities.

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TSC Group Holdings Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 206)

(1) COMPLETION OF SUBSCRIPTION OF SUBSCRIPTION SHARES AND

(2) CHANGE OF DIRECTORS

COMPLETION OF THE SUBSCRIPTION

The Board is pleased to announce that all conditions precedent in respect of the Subscription have been fulfilled and Completion took place on 9 February 2018.

CHANGE OF DIRECTORS

The Board announces that Mr. Wang Yong has resigned as an executive Director and Chief Executive Officer (and has been re-appointed as President of the Group); and each of Mr. Jiang Longsheng and Mr. Brian Chang has resigned as a non-executive Director, in each case with effect from Completion.

Mr. Wang Hongyuan and Mr. Yang Guohui have been appointed as executive Directors; and Ms. Li Rong has been appointed as a non-executive Director, in each case with effect from Completion.

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CHANGE OF BOARD COMMITTEES MEMBERS

As a result of the appointment of the New Directors, Mr. Guan Zhichuan ceased to be the chairman but remains as a member of the Remuneration Committee; Mr. Zhang Menggui, Morgan ceased to be a member of the Remuneration Committee and the chairman of the Compliance Committee; and Mr. Jiang Bing Hua ceased to be the chairman of the Nomination Committee.

The Board announces that Dr. Lu Xiaoming has been appointed as the chairman of the Remuneration Committee; Mr. Wang Hongyuan has been appointed as a member of the Remuneration Committee and the chairman of the Nomination Committee; and Mr. Yang Guohui has been appointed as the chairman of the Compliance Committee.

REDESIGNATION OF EXECUTIVE CHAIRMAN AND APPOINTMENT OF NEW EXECUTIVE CHAIRMAN

Mr. Jiang Bing Hua has resigned as the Executive Chairman and is re-designated as the Co-Chairman while remaining as an executive Director; and Mr. Wang Hongyuan has been appointed as the Executive Chairman, in each case with effect from Completion.

APPOINTMENT OF CHIEF EXECUTIVE OFFICER AND CHIEF OPERATING OFFICER

Mr. Wang Hongyuan has been appointed as the Chief Executive Officer and Mr. Yang Guohui has been appointed as the Chief Operating Officer of the Group, in each case with effect from Completion.

Reference is made to the circular of TSC Group Holdings Limited (the “ Company ”) dated 19 January 2018 in relation to, among other things, the (i) the Subscription; and (ii) the Whitewash Waiver (the “ Circular ”). Capitalised terms used herein shall have the same meanings as those defined in the Circular unless the context requires otherwise.

COMPLETION OF THE SUBSCRIPTION

The Board is pleased to announce that all conditions precedent in respect of the Subscription set out under the sub-section headed “Conditions of the Subscription” under the section headed “Subscription Agreement” in the Letter from the Board of the Circular have been fulfilled and Completion took place on 9 February 2018. Upon Completion, 765,186,000 Subscription Shares have been duly allotted and issued as fully paid to the Subscriber Nominee. Immediately after Completion, there are 1,472,306,204 Shares in issue.

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Set out below for illustrative purposes is the shareholding structure of the Company (i) immediately prior to Completion; (ii) immediately upon Completion, assuming there is no other change in the issued share capital of the Company other than the issuance of the Subscription Shares; and (iii) immediately upon Completion, assuming that all the outstanding Share Options had been exercised and there are no other changes in the issued share capital of the Company.

(iii) Immediately upon (ii) Immediately upon Completion and assuming Completion and assuming all the outstanding no other change in Share Options had been the issued share capital of exercised and there are the Company other than no other changes in (i) Immediately prior the issuance of the issued share capital Name of Shareholder to Completion the Subscription Shares of the Company No. of No. of No. of Shares Approx % Shares Approx % Shares Approx %

The Subscriber, the Subscriber Nominee and parties acting in concert with them The Subscriber/Subscriber Nominee CIMC (HK)(Note 1) Sub-total Global Energy Investors, LLC.(Note 2) Mr. Zhang Menggui, Morgan_(Note 2) Mr. Jiang Bing Hua(Note 2) Mr. Jiang Longsheng(Note 3) Mr. Chan Ngai Sang, Kenny(Note 3) Mr. Guan Zhichuan(Note 3) Mr. Bian Junjiang(Note 3) Mr. Wang Yong(Note 3) Windmere International Limited(Note 4) Harmony Master Fund(Note 5) Other public shareholders(Note 6& 9)_ Total	– 92,800,000 92,800,000 120,046,200 4,656,000 4,656,000 − 500,000 300,000 − − 66,072,800 70,687,800 347,401,404 707,120,204	– 765,186,000 13.12 92,800,000 13.12 857,986,000 16.98 120,046,200 0.66 4,656,000 0.66 4,656,000 − − 0.07 500,000 0.04 300,000 − − − − 9.34 66,072,800 10.00 70,687,800 49.13 347,401,404 100.00 1,472,306,204	51.97 765,186,000 6.30 92,800,000 58.27 857,986,000 8.15 120,046,200 0.32 4,656,000 0.32 4,656,000 − 400,000 0.03 500,000 0.02 300,000 − 350,000 − 3,000,000 4.49 66,072,800 4.80 70,687,800 23.60 370,709,404 100.00 1,499,364,204	51.03 6.19
				57.22
				8.01 0.31 0.31 0.03 0.03 0.02 0.02 0.20 4.41 4.71 24.73
				100.00

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Notes:

1. CIMC (HK) is the beneficial owner of 92,800,000 Shares. CIMC (HK) is a wholly-owned subsidiary of CIMC (Group). CM Industry indirectly, through two wholly owned subsidiaries, holds approximately 24.49% of the total issued shares in CIMC (Group). CM Industry is a limited partner of the Subscriber holding approximately 29.989% limited partnership interest in the Subscriber. CM Industry also holds 30% of equity interest in Fund GP.

2. As at the Latest Practicable Date, Global Energy Investors, LLC. was the beneficial owner of 120,046,200 Shares. The entire share capital of Global Energy Investors, LLC. is beneficially owned as to 50% each by Mr. Zhang Menggui, Morgan, an executive Director and Mr. Jiang Bing Hua, an executive Director and Executive Chairman. Accordingly, both Mr. Zhang Menggui, Morgan and Mr. Jiang Bing Hua are deemed to be interested in the 120,046,200 Shares beneficially owned by Global Energy Investors, LLC. under Part XV of the SFO. Each of Mr. Zhang Menggui, Morgan and Mr. Jiang Bing Hua is personally interested in 4,656,000 Shares.

3. Mr. Wang Yong, an executive Director, holds 3,000,000 Share Options. Mr. Jiang Longsheng, a non-executive Director, holds 400,000 Share Options. Mr. Chan Ngai Sang, Kenny and Mr. Guan Zichuan are independent non-executive Directors. Mr. Bian Junjiang is the former independent non-executive Director, who has resigned on 25 May 2017 and holds 350,000 Share Options.

4. As at the Latest Practicable Date, Mr. Brian Chang, a non-executive Director, indirectly held 66,072,800 Shares through Windmere International Limited which is his wholly-owned company.

5. Harmony Master Fund (“ Harmony Fund ”) is a long-only equity fund registered in Cayman Islands. Harmony Fund is managed by DM Fund Management Limited, a company registered in Cayman Islands and of its sole shareholder is DM Capital Limited, a company incorporated in British Virgin Islands. DM Capital Limited is held by four individuals, namely Zheng Lixin, Wang Zhixin, Li Jun and Zhou Hangbing, who are independent third parties of the Company. Harmony Fund primarily holds long equity positions in small capitalization stocks that derive a majority of their revenues within the Greater China region. Harmony Fund will be counted as a public Shareholder upon Completion.

6. The other public Shareholders including the employees hold 23,308,000 Share Options.

7. The details of the outstanding Share Options as at the Latest Practicable Date are as follows:

			Balance as
		Exercise	at the Latest
		price per	Practicable
Date of Grant	Exercisable Period	share	Date
		(HK$)
12 August 2008	12 August 2008 to 11 August 2018	2.32	1,700,000
29 December 2008	29 December 2008 to 28 December 2018	0.54	1,730,000
18 September 2009	18 September 2009 to 17 September 2019	2.06	7,288,000
1 September 2010	1 September 2010 to 31 August 2020	1.27	2,320,000
4 September 2012	4 September 2012 to 3 September 2022	1.02	7,065,000
30 August 2013	30 August 2013 to 29 August 2023	2.90	4,105,000
2 September 2014	2 September 2014 to 1 September 2024	4.16	2,250,000
24 December 2014	24 December 2014 to 23 December 2024	2.11	600,000

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1. The Company adopted a share award plan (“ Share Award Plan ”) on 16 January 2015 and a share award incentive scheme (“ Share Award Incentive Scheme ”) on 27 May 2016. Pursuant to the Share Award Incentive Scheme, the Company can grant awards of new Shares of not more than 3% of the total number of issued Shares as at the adoption date of Share Award Incentive Scheme (i.e. 21,213,606 new Shares). For details of the Share Award Plan, please refer to the Company’s announcement dated 16 January 2015. Regarding the Share Award Incentive Scheme, please refer to the Company’s announcement dated 7 April 2016 and the Company’s circular dated 8 April 2016. No awards have been granted as at the Latest Practicable Date.

2. The public shareholders, including Harmony Master Fund and other public shareholders, will hold, in aggregate, at least approximately 28.4% of the Shares. The Company is able to maintain the minimum public float of 25% upon Completion.

3. Certain figures and percentage figures included in the above table have been subject to rounding adjustments.

CHANGE OF DIRECTORS

The Board announces that Mr. Wang Yong has resigned as an executive Director and the Chief Executive Officer (and has been re-appointed as President of the Group); and each of Mr. Jiang Longsheng and Mr. Brian Chang has resigned as a non-executive Director, in each case with effect from Completion.

Each of Mr. Wang Yong, Mr. Jiang Longsheng and Mr. Brian Chang has confirmed that he has no disagreement with the Board and that he is not aware of any matter in relation to his resignation that needs to be brought to the attention of the Shareholders.

The Board wishes to take this opportunity to express its gratitude to Mr. Jiang Longsheng and Mr. Brian Chang for their contribution to the Group during their term of offices.

The Board is pleased to announce that the following appointments: (i) Mr. Wang Hongyuan and Mr. Yang Guohui as executive Directors; and (ii) Ms. Li Rong as a non-executive Director; (collectively, the “ New Directors ”) which were approved by the Independent Shareholders at the EGM held on 5 February 2018, have become effective from Completion. The biographical details of the New Directors are set out below:

Mr. Wang Hongyuan (“Mr. Wang”) , aged 42, is a deputy general manager of CM Industry, the general manager of the Fund Manager and a supervisor of China International Marine Containers (Group) Co., Ltd. (A share Stock Code: 000039, H share Stock Code: 2039). Mr. Wang worked in the business development department of CM Group from 2003 to 2005, worked in China Merchants Holdings (International) Company Limited from 2005 to 2013, served as the general manager assistant of China Merchants Food Supply Chain Management Co., Ltd.[*] (招商局食品供應鏈管理有限公司) in 2014, and the director assistant of the capital

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management department of CM Group from 2015 to 2016. Mr. Wang has extensive experience in strategic planning, mergers and acquisitions, capital operations and investments in sectors such as offshore marine and shipping, port and bonded logistics, cold chain and food supply chain management.

Mr. Wang obtained a bachelor’s degree in ocean vessel driving and a master’s degree in transportation management from Dalian Maritime University in the PRC in 1997 and 2004, respectively.

Mr. Wang is one of the directors of each of the Subscriber Nominee, the Fund GP and Fund Manager.

Save as disclosed above, Mr. Wang has not held any other position with the Company or its subsidiaries, nor has he held any other directorship in any other listed public companies in the past three years. Mr. Wang has entered into an appointment letter with the Company with effect from 9 February 2018 and he is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the articles of association of the Company. Mr. Wang has waived entitlement to annual remuneration.

As at the date of this announcement and save as disclosed above, Mr. Wang confirms that he does not have any relationship with any Directors, senior management, substantial or controlling shareholders of the Company, and he does not have other interests in the shares of the Company within the meaning of Part XV of the SFO.

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; nor any other matters concerning Mr. Wang that need to be brought to the attention of the shareholders of the Company.

Mr. Yang Guohui (“Mr. Yang”) , aged 44, is an executive director of China Merchants Capital Management (International) Limited. Mr. Yang worked for various positions such as an engineer, a manager in workforce planning and a manager in assets transactions under the group companies of Transocean Ltd. during the period from 2001 to 2013. He then worked as the general manager of ESSM Pte Ltd. from September 2013 to October 2014 and chief operating officer for Scott & English Energy Pte Ltd. in Singapore from August 2015 to 2017.

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Mr. Yang obtained a master’s degree in engineering from University of Petroleum in 1999. He also obtained a master ’s degree in business administration from Nanyang Technological University, Singapore in 2017.

Mr. Yang Guohui is part of the management team of the Fund Manager, which holds in aggregate 81% beneficial interests in Meris Global Investments Limited. Meris Global Investments Limited is a co-investment vehicle of the management team of the Fund Manager.

Save as disclosed above, Mr. Yang has not held any other position with the Company or its subsidiaries, nor has he held any other directorship in any other listed public companies in the past three years. Mr. Yang has entered into an appointment letter with the Company with effect from 9 February 2018 and he is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the articles of association of the Company. Mr. Yang has waived entitlement to annual remuneration.

As at the date of this announcement and save as disclosed above, Mr. Yang confirms that he does not have any relationship with any Directors, senior management, substantial or controlling shareholders of the Company, and he does not have other interests in the shares of the Company within the meaning of Part XV of the SFO.

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; nor any other matters concerning Mr. Yang that need to be brought to the attention of the shareholders of the Company.

Ms. Li Rong (“Ms. Li”) , aged 49, is a managing director of China Merchants Capital Management (International) Limited and a director of Meris Global Investments Limited. Prior to joining China Merchants Capital Management (International) Limited, Ms. Li worked for J.P. Morgan from July 2006 to August 2012. Her last position with J.P. Morgan was vice president in global special opportunities department.

Ms. Li obtained a master’s degree in business administration from Kellogg School of Management of Northwestern University, United States in 1997.

Ms. Li Rong is part of the management team of the Fund Manager, which holds in aggregate 81% beneficial interests in Meris Global Investments Limited. Meris Global Investments Limited is a co-investment vehicle of the management team of the Fund Manager.

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Save as disclosed in this announcement, Ms. Li does not hold any other position with the Company or its subsidiaries, nor has she held any other directorship in listed public companies in the past three years. Pursuant to the letter of engagement entered into between the Company and Ms. Li, Ms. Li has been appointed for a term of three years commencing from 9 February 2018, subject to the retirement and re-election provisions under the articles of association of the Company. Ms. Li has waived entitlement to emoluments.

As at the date of this announcement and save as disclosed above, Ms. Li confirms that she does not have any relationships with any other Directors, senior management, substantial or controlling shareholders of the Company, and she does not have any interests in the shares of the Company within the meaning of Part XV of the SFO.

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; nor any other matters concerning Ms. Li that need to be brought to the attention of the shareholders of the Company.

All the New Directors are subject to retirement by rotation and re-election in accordance with the articles of association of the Company. As at the date of this announcement, the New Directors did not have any interest in the securities of the Company within the meaning of Part XV of the SFO and, save as disclosed in their biographical details above, had not held any other directorships in any public listed companies in the past three years, did not have any other relationship with any Directors, senior management or substantial or controlling shareholders of the Company and there is no other information to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules and there are no matters that need to be brought to the attention of the Shareholders.

The Board would like to take this opportunity to welcome the New Directors joining the Board.

CHANGE OF BOARD COMMITTEES MEMBERS

As a result of the appointment of the New Directors, Mr. Guan Zhichuan ceased to be the chairman but remains as a member of the remuneration committee of the Company (the “ Remuneration Committee ”); Mr. Zhang Menggui, Morgan ceased to be a member of the Remuneration Committee and the chairman of the compliance committee of the Company (the “ Compliance Committee ”); and Mr. Jiang Bing Hua ceased to be the chairman of the nomination committee of the Company (the “ Nomination Committee ”).

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The Board announces that Dr. Lu Xiaoming has been appointed as the chairman of the Remuneration Committee; Mr. Wang Hongyuan has been appointed as a member of the Remuneration Committee and the chairman of the Nomination Committee; and Mr. Yang Guohui has been appointed as the chairman of the Compliance Committee.

All of the aforementioned changes of members of the committees of the Board shall take effect from Completion.

With Effect from Completion, 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)
	Dr. Lu Xiaoming
	Mr. Guan Zhichuan
Remuneration Committee	Dr. Lu Xiaoming (Chairman)
	Mr. Wang Hongyuan
	Mr. Jiang Bing Hua
	Mr. Chan Ngai Sang, Kenny
	Mr. Guan Zhichuan
Compliance Committee	Mr. Yang Guohui (Chairman)
	Mr. Chan Ngai Sang, Kenny
	Mr. Guan Zhichuan
	Ms. Cheung Wai Sze, Candy*
Nomination Committee	Mr. Wang Hongyuan (Chairman)
	Mr. Zhang Menggui, Morgan
	Mr. Chan Ngai Sang, Kenny
	Mr. Guan Zhichuan
	Dr. Lu Xiaoming

* The company secretary of the Company

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REDESIGNATION OF EXECUTIVE CHAIRMAN AND APPOINTMENT OF NEW EXECUTIVE CHAIRMAN

Mr. Jiang Bing Hua, has resigned as the Executive Chairman and has been re-designated as the Co-Chairman of the Company with effect from Completion. Mr. Jiang Bing Hua remains as an executive Director and all other offices within the Group.

Mr. Jiang Bing Hua (“ Mr. Jiang ”), aged 67, is a co-founder of the Group. He is an executive Director of the Group. Mr. Jiang is responsible for the Group’s overall strategy planning and business development. He obtained his bachelor’s degree in offshore structure engineering from the Tianjin University (天津大學) in the PRC in 1980 and acquired his master’s degree in business administration from the University of Dallas in the U.S.A. in 1993. Mr. Jiang has 44 years of experience in the oil and gas industry. Prior to founding the Group, he worked for the Sinopec group, the CNPC group and China National Offshore Oil Corporation in various positions such as driller, drilling superintendent, drilling manager, operation manager and company representative.

Mr. Jiang is entitled to an annual remuneration of US$250,000. His basic remuneration was fixed with reference to his duties and responsibilities with the Company as well as the Company’s remuneration policy. Hs is also entitled to variable remuneration comprising of ex-gratia annual bonus, which is subject to his performance and the performance of the Company and the approval of the Remuneration Committee.

As at the date of this announcement, Mr. Jiang is deemed to be interested in the 120,046,200 Shares beneficially owned by Global Energy Investors, LLC. under Part XV of the SFO and he is personally interested in 4,656,000 Shares. Mr. Jiang is a director of Oxford Asia Investments Limited, Richie Tunnel Corp., Classic Price Inc., Thousand Code Limited, TSC Product Development Limited, Top Sino Industrial Limited, Center Mark International Limited, TSC Manufacturing and Supply LLC., TSC Offshore Corporation, Petro Equip Leaders Limited, Alliance Offshore Services Limited, TSC Offshore (UK) Limited, TSC Offshore Pte. Limited, Jurun Limited, NN Petroleum Engineering (HK) Co., Limited, Star Union Investments Limited, Alliance Offshore Group Limited, TSC International Enterprises Limited, TSC Investment Corporation Limited, TSC Malta Limited, TSC United Limited, TSC Asia Investments Limited, all being subsidiaries of the Company. Save as disclosed above, Mr. Jiang does not hold any other position with the Company or its subsidiaries, nor has he held any other directorship in other listed public companies in the past three years. As at the date of this announcement and save as disclosed above, Mr. Jiang confirms that he does have any relationship with any Directors, senior management, substantial or controlling shareholders of the Company, and he does not have other interests in the shares of the Company within the meaning of Part XV of the SFO.

Mr. Wang Hongyuan has been appointed as the new executive Chairman with effect from Completion. The biographical details of Mr. Wang Hongyuan is set out in the section headed “Change of Directors” above.

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APPOINTMENT OF CHIEF EXECUTIVE OFFICER AND CHIEF OPERATING OFFICER

The Board announces that Mr. Wang Hongyuan has been appointed as the Chief Executive Officer of the Group and Mr. Yang Guohui has been appointed as the Chief Operating Officer of the Group, in each case with effect from Completion.

The biographical details of Mr. Wang Hongyuan and Mr. Yang Guohui are set out in the section headed “Change of Directors” above.

Save as disclosed above, each of the above Directors does not have any relationship with any other Directors, senior management, substantial or controlling shareholders of the Company, and does not have other interests in the shares of the Company within the meaning of Part XV of the SFO, there is no other information relating to the above changes of Directors that is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules and there is no other matter which needs to be brought to the attention of the shareholders of the Company.

By order of the Board TSC Group Holdings Limited Jiang Bing Hua Co-chairman and Executive Director

Hong Kong, 9 February 2018

As at the date of this announcement, the Board comprises four executive Directors, namely Mr. Jiang Bing Hua, Mr. Zhang Menggui, Morgan, Mr. Wang Hongyuan and Mr. Yang Guohui; two non-executive Directors, namely Mr. Wang Jianzhong and Ms. Li Rong; and three independent non-executive Directors, namely Mr. Chan Ngai Sang, Kenny, Dr. Lu Xiaoming and Mr. Guan Zhichuan.

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement and confirm having made all reasonable inquiries, 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 statement in this announcement misleading.

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