CM Energy Tech Co., Ltd. — Capital/Financing Update 2013

May 30, 2013

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)

ACQUISITION OF LAND USE RIGHTS IN QINGDAO

This announcement is made by the Company pursuant to Rule 13.09(2)(a) of the Listing Rules and the Inside Information Provisions.

The Company is pleased to announce that on 30 May 2013, the Company, through TSCOE and TSCQD, being wholly-owned subsidiaries of the Company, has successfully bid for and executed the Land Transfer Confirmation for acquiring the Land Use Rights of the Land (the “ Acquisition ”) for a total site area of approximately 151.4 mu for a total consideration of RMB29,788,000 (equivalent to approximately HK$37,175,424). The Land will be used for constructing a manufacturing base for shales gas and offshore equipment in Qingdao.

Shareholders of the Company and potential investors are advised to exercise caution when dealing in the securities of the Company.

This announcement is made by TSC Group Holdings Limited (the “ Company ”, together with its subsidiaries, the “ Group ”) pursuant to Rule 13.09(2)(a) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”) and the Inside Information Provisions (as defined under the Listing Rules) under Part XIVA of the Securities and Future Ordinance (Chapter 571 of the Laws of Hong Kong) (the “ Inside Information Provisions ”).

BACKGROUND INFORMATION

The Company is pleased to announce that on 30 May 2013, the Company, through TSCOE and TSCQD, being wholly-owned subsidiaries of the Company, has successfully bid for and

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executed the Land Transfer Confirmation for acquiring the Land Use Rights of the Land for a total site area of approximately 151.4 mu (the “ Acquisition ”). An auction confirmation (the “ Auction Confirmation ”) dated 30 May 2013 has been entered into between the Bureau of Land Resources of Qingdao, Chengyang District[] (青島市城陽區國土資源局) TSCOE and TSCQD in respect of the Acquisition. The Land which has a total site area of approximately 151.4 mu was acquired for a total consideration of RMB29,788,000 (equivalent to approximately HK$37,175,424) and will be used for constructing a manufacturing base for shales gas and offshore equipment in Qingdao (the “ Qingdao Project* ”).

It is a condition of the Acquisition that TSCOE and TSCQD shall settle 20% of the Consideration and enter into the contract for the transfer of the Land (土地出讓合同) with the Bureau of Land Resources of Qingdao, Chengyang District within 5 days from the date of the Land Transfer Confirmation.

THE ACQUISITION

Dates of the Auction and Auction Confirmation and Execution of the Land Transfer Confirmation

30 May 2013

Parties

• (i) TSCOE

• (ii) TSCQD

• (iii) Bureau of Land Resources of Qingdao, Chengyang District

To the best of the knowledge, information and belief of the Board having made all reasonable enquiries, the Bureau of Land Resources of Qingdao, Chengyang District is an independent third party not connected with the Directors, chief executive or substantial shareholders of the Company or any of its subsidiaries or their respective associates and is(are) not connected person(s) of the Company (as defined in the Listing Rules).

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The Land

The Land has a total site area of approximately 151.4 mu, comprising (i) lot numbered QDCYG-2013-5-1, with a total site area of approximately 51.4 mu; and (ii) lot numbered QDCYG-2013-5-2, with a total site area of approximately 100 mu. The term of each Land Use Right and the permitted use of the Land are summarized as below:-

Permitted Use Industrial Purpose	Term of each Land Use Right 50 years	Approximate Total Site Area
		151.4 mu

Consideration

The total consideration for the Acquisition is RMB29,788,000 (equivalent to approximately HK$37,175,424) (the “Consideration”), which was the bid price made by TSCOE and TSCQD with reference to the market price of comparable land, the prevailing market conditions in Qingdao, the location of the Land and the development potential of the Land. The Consideration will be satisfied in cash from internal resources of the Group.

REASONS FOR AND BENEFITS OF THE ACQUISITIONS

The Group is a global product and service provider serving the worldwide offshore and land drilling rig industries. With the growing demand for the Company’s products in both the shale and offshore segments, this expansion will be key to the Company in meeting its long term goals. The Acquisitions will enable the Group to develop the Qingdao Project and to consolidate existing manufacturing facilities for certain product lines that the Group has in Zhengzhou and Dalian to one location in Qingdao. It will increase manufacturing efficiency and reduce manufacturing overheads through better economies of scale. Having taken into account of the market price of comparable land and the prevailing market conditions in Qingdao, the location of the Land and the development potential of the Land, the Board considers that the Acquisition and the Consideration are fair and reasonable.

On the basis of the foregoing, the Board considers that the Acquisition is in the ordinary and usual course of business of the Group and is in the interests of the Group and its shareholders as a whole.

Shareholders of the Company and potential investors are advised to exercise caution when dealing in the securities of the Company.

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DEFINITIONS

In this announcement, unless the context requires otherwise, the following expressions have the following meanings:

“Associates”, ‘‘connected	each of which has the meaning ascribed to it under the
person(s)’’, “subsidiary(ies)”	Listing Rules
“Auction”	The auction held on 30 May 2013 in which the Land was put
	up for tender, auction and listing-for-sale by the Bureau of
	Land Resources of Qingdao, Chengyang District.
“Board”	the board of Directors
“Director(s)”	the director(s) of the Company
“Group”	the Company and its subsidiaries
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“Land”	the parcel of land numbered QDCYG-2013-5-1 and
	QDCYG-2013-5-2 located at Jingangshan Road, Liuting
	Airport Industrial Zone, Chengyang District, Qingdao,
	Shangdong Province, the PRC (青島市城陽區流亭街道空
	港工業聚集區長江路以西，金剛山以南地塊), with a total
	site area of approximately 151.4 mu
“Land Transfer	confirmation for the transfer of the Land (土地成交確認書)
Confirmation”	entered into between the Bureau of Land Resources of
	Qingdao, Chengyang District, TSCOE and TSCQD on 30
	May 2013
“Land Use Rights”	land use rights (土地使用權) of the Land for industrial use
	for a term of 50 years
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange

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“PRC” the People’s Republic of China “RMB” Renminbi yuan, the lawful currency of the PRC “Stock Exchange” The Stock Exchange of Hong Kong Limited “TSCOE ” Qingdao TSC Offshore Equipment Co., Ltd.[*] (青島天時海 洋石油裝備有限公司), a company incorporated in the PRC and a wholly-owned subsidiary of the Company, and is principally engaged in the manufacturing and trading of rig equipment and provision of rig turnkey solutions, development and operation of the Qingdao Project.

“TSCQD” TSC (Qingdao) Manufacture Co., Ltd.[*] (青島天時石油機械 有限公司), a company incorporated in the PRC and a wholly-owned subsidiary of the Company, and is principally engaged in the manufacturing and trading of oilfield expendables and supplies, development and operation of the Qingdao Project. “%” per cent.

Unless otherwise specified in this announcement, translation of RMB into HK$ is made in this announcement, for illustration purpose only, at the rate of RMB1 to HK$1.248. No representation is made that any amount in RMB could have been or could be converted at such rate or any other rates.

Hong Kong, 30 May 2013

By order of the Board

TSC Group Holdings Limited Jiang Bing Hua Executive Chairman

As of the date of this announcement, the Board comprises 2 executive Directors, namely Mr. Jiang Bing Hua and Mr. Zhang Menggui; 3 non-executive Directors, namely Mr. Jiang Longsheng, Mr. Brian Chang and Mr. Yu Yuqun; and 4 independent non-executive Directors, namely Mr. Chan Ngai Sang, Kenny, Mr. Bian Junjiang, Mr. Guan Zhichuan and Mr. Robert William Fogal Jr.

• For identification purpose only

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