CM Energy Tech Co., Ltd. — Capital/Financing Update 2009

Dec 17, 2009

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

(a company incorporated in the Cayman Islands with limited liability)

(Stock Code: 206)

COMPLETION OF PLACING OF EXISTING SHARES AND SUBSCRIPTION OF NEW SHARES

The Board is pleased to announce that all the conditions set out in the Placing and Subscription Agreement have been fulfilled. The Placing of 90,000,000 existing Shares was completed on 16 December 2009 and the Subscription of 90,000,000 Shares was completed on 17 December 2009.

Reference is made to the announcement of the Company dated 10 December 2009 (the “ Announcement ”) in relation to Placing and Subscription. Unless otherwise stated, terms used in this announcement shall have the same meanings as defined in the Announcement.

The Board is pleased to announce that all the conditions set out in the Placing and Subscription Agreement have been fulfilled. The Placing of 90,000,000 existing Shares was completed on 16 December 2009. The Placing Agents fully placed a total of 90,000,000 Shares to not less than six Placees at the Placing Price of HK$2.53 per Share. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, the Placees are third parties independent of the Company and its connected persons.

The Subscription of 90,000,000 Shares was completed on 17 December 2009 where the Company issued and allotted 90,000,000 Shares to the Vendor at the Subscription Price of HK$2.53 per Subscription Share. Upon completion of the Subscription, the shareholding structure of the Company is as follows:

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Immediately after the compof the Placing and SubscriNumber of SharesThe Vendor136,871,2002Mr. Brian Chang108,872,8001Placees90,000,0001Other public Shareholders316,866,4044Total652,610,404		letionption%0.97%6.68%3.79%8.56%
		100%

By Order of the Board TSC OFFSHORE GROUP LIMITED Jiang Bing Hua Executive Chairman

Hong Kong, 17 December 2009

As at 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 Jinjiang, Mr. Guan Zhichuan and Mr. Robert William Fogal Jr.

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

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