CM Energy Tech Co., Ltd. — Capital/Financing Update 2014

Oct 16, 2014

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)

VOLUNTARY ANNOUNCEMENT

This announcement is a voluntary disclosure made by TSC Group Holdings Limited (the “ Company ”, together with its subsidiary, the “ Group ”) to provide its shareholders and potential investors with updated operating information in relation to the recent business development of the Group.

SUBSCRIPTION AGREEMENT

The Board is pleased to announce that on 16 October 2014, TSC United Limited, a wholly-owned subsidiary of the Company, entered into a subscription agreement with Persta Resources Inc. (“ Persta ”), a private Calgary-based oil and gas exploration development company focusing on conventional liquids-rich gas and light crude oil in Alberta’s Foothills and Northern areas of the Western Canadian Sedimentary Basin, for the subscription of Class “ C ” non-voting common shares in the capital of Persta representing 2.5% of the existing issued share capital of Persta. The total consideration for the subscription is Canadian$5 million, which was agreed on an arm’s length basis with Persta having regard to the net present value and return on investment derived from the recoverable reserves in several of Persta’s producing fields, its field development plan, production forecasts, as well as pricing and upside potentials from certain of its undeveloped fields. To the best of the Company’s knowledge, the existing shareholders of Persta and their ultimate beneficial owners are 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 are not connected persons (as defined in the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited) of the Company. Payment of the subscription money has been made on 16 October 2014.

Our internal valuation and third party valuation report both show that the NPV of Persta’s assets is above Canadian$200 million.

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REASONS FOR AND BENEFITS OF ENTERING INTO THE SUBSCRIPTION AGREEMENT

The Group’s business is to provide solutions to the exploration and production (“ E&P ”) industry in two major areas: one is offshore oil and gas, the other one is on shore unconventional oil and gas plays. In the last seven years, The Group has made notable progress in its offshore sector and has become one of the few recognized global players. The Group will continue the momentum of building-up its overall capability in the offshore sector. In the meantime, the Group has kicked off its business plan to enter the unconventional sector in 2013. The Group plans to apply the same business philosophy of providing vertical solutions to its clients. Investing in certain E&P businesses, especially the lower risk and high return businesses, may not only provide good return for investment, but also assist the Group to have a more in-depth understanding on clients’ needs. The Company and Persta will, therefore, have synergies in their future business growth. The board of directors of the Company believes that the holding of minority interests of E&P companies such as Persta would benefit the Company’s growth in this sector.

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

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

Hong Kong, 16 October 2014

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.

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