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

Sep 25, 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.

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

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TSC Group Holdings Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 206)

PROPOSED ISSUE OF HK$144,000,000 5% NOTES DUE 2018

ISSUE OF NOTES

This announcement is made voluntarily by the Company.

On 25 September 2014, the Manager and the Company entered into the Subscription Agreement pursuant to which the Manager has agreed to procure subscribers, or failing which, subscribe for the Notes on the Issue Date at the Issue Price. The Notes will be issued in the denomination of HK$1,000,000.

The Issue is subject to, among other things, the satisfaction of the conditions precedent and the Manager’s rights of termination of the Issue under the Subscription Agreement. Accordingly, the Issue may or may not proceed.

Shareholders and potential investors should exercise caution when dealing in the securities of the Company.

This announcement is made voluntarily by the Company.

On 25 September 2014, the Manager and the Company entered into the Subscription Agreement pursuant to which the Manager has agreed to procure subscribers, or failing which, subscribe for the Notes on the Issue Date at the Issue Price. The Notes will be issued in denomination of HK$1,000,000.

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THE SUBSCRIPTION AGREEMENT

Date:

25 September 2014

Issuer: The Company Manager: Australia and New Zealand Banking Group Limited

To the best of the Directors’ knowledge, information and belief after having made all reasonable enquiries, as at the date of this announcement, each of the Manager and its ultimate beneficial owners is an Independent Third Party.

Note Holders:

The Notes will be issued to Noteholders who are not and whose ultimate beneficial owners, if applicable, are not connected persons of the Company.

Aggregate Principal Amount: HK$144,000,000 Issue Price: 100% of the aggregate principal amount of the Notes.

Issue Date: 3 October 2014 or other date not later than 17 October 2014 as agreed between the Company and the Manager.

Conditions Precedent: The Manager shall only be under obligation to subscribe and pay for the Notes if:

• (a) it receives on the Issue Date the legal opinions, the certificates, comfort letters and other documents stated in the Subscription Agreement;

• (b) the Issue Documents are executed or issued on or before the Issue Date by or on behalf of all parties thereto;

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• (c) the Manager is satisfied with the results of its due diligence investigations with respect to the Group for the purposes of preparation of the Offering Circular, and the Offering Circular having been prepared in form and content satisfactory to the Manager and having been delivered to the Manager in accordance with the Subscription Agreement;

• (d) there has, since the date of the Subscription Agreement up to and including the Issue Date, in the opinion of the Manager, been no adverse change, or any development reasonably likely to involve an adverse change, in the financial or trading position, condition (financial or otherwise), prospects, results of operations, profitability, shareholders’ equity, business, properties, management or general affairs of the Company or the Group or which could adversely affect the ability of the Company to perform its obligations under the Subscription Agreement, the Issue Documents or the Notes or which are otherwise material in the context of the issue or offering of the Notes;

• (e) the representations and warranties by the Company in the Subscription Agreement are true and correct on the date of the Subscription Agreement and on each date on which they are deemed to be repeated and would be true and correct if they were repeated on the Issue Date with reference to the facts and circumstances then subsisting; and the Company has performed all of its obligations under the Subscription Agreement to be performed on or before the Issue Date,

provided, however, that the Manager may, at its sole discretion, waive satisfaction of any of the conditions precedent.

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Termination Rights:

The Manager may give a termination notice to the Company at any time prior to the payment of the net proceeds of the Issue to the Company on the Issue Date if:

• (a) any representation and warranty by the Company in the Subscription Agreement is or proves to be untrue or incorrect on the date of the Subscription Agreement or on any date on which it is deemed to be repeated;

• (b) the Company fails to perform any of its obligations under the Subscription Agreement;

• (c) any of the conditions precedent is not satisfied or waived by the Manager on the Issue Date;

• (d) since the date of the Subscription Agreement there has been, in the opinion of the Manager, such a change or any development involving a prospective change, in national or international financial, political or economic conditions or currency exchange rates or exchange controls as would in its view be likely to prejudice materially the success of the offering and distribution of the Notes or dealings in the Notes in the secondary market;

• (e) if, in the opinion of the Manager, there shall have occurred a general moratorium on, or disruption in, commercial banking activities, securities settlement or clearance services in the United Kingdom, the United States, Hong Kong or the PRC or by any United Kingdom, United States, Hong Kong or PRC authorities which would be likely to prejudice materially the success of the offering and distribution of the Notes or dealings in the Notes in the secondary market;

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• (f) since the date of the Subscription Agreement there shall have occurred, in the opinion of the Manager, a suspension or material limitation of trading of securities of the Company on the Hong Kong Stock Exchange or a suspension or material limitation of trading in securities generally on the New York Stock Exchange, the London Stock Exchange, the Stock Exchange, the Shanghai Stock Exchange or the Shenzhen Stock Exchange or on any other exchange or over-the-counter market or a material disruption has occurred in the commercial banking or securities settlement or clearance services in the United States or the United Kingdom or Hong Kong or the PRC;

• (g) the Company withdraws the Offering Circular or does not proceed with the Issue;

• (h) the Offering Circular does not contain, or is alleged not to contain, any information material in the context of the offering and sale of the Notes, whether required by statute or not, or any statement contained therein being, or being alleged to be, untrue, incorrect or misleading in any material respect; or

• (i) there shall have occurred, in the opinion of the Manager, any event or series of events (including, but not limited to, the occurrence of any local, national or international outbreak or escalation of disaster, hostility, war, insurrection, armed conflict, act of terrorism, act of God or epidemic) which would likely prejudice materially the success of the offering or distribution of the offering of the Notes as described in the Offering Circular.

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PRINCIPAL TERMS OF THE NOTES

Aggregate Principal Amount: HK$144,000,000

Denomination: In the denomination of HK$1,000,000 or integral multiples of HK$1,000,000 in nominal amount. Issue Price: 100% of principal amount of the Notes. Interest: 5% per annum, payable quarterly on 3 January, 3 April, 3 July and 3 October of each year. Maturity date: 3 April 2018 Status of Notes: The Notes constitute direct, general and unconditional obligations of the Company which will at all times rank pari passu among themselves and at least pari passu with all other present and future unsecured obligations of the Company, save for such obligations as may be preferred by provisions of law that are both mandatory and of general application.

Listing: No application will be made for the listing of the Notes.

REASONS FOR THE ISSUE AND USE OF PROCEEDS

The Company is a global product and service provider serving both the offshore and land drilling rig industry worldwide. The principal activities of the Group are the construction, manufacturing and trading of rig products and technology (including rig electrical control system and other rig equipment), oilfield expendables and supplies, provision of rig turnkey solutions and engineering services. Assuming the Notes are issued in full, the aggregate principal amount of the Notes will be HK$144,000,000. The net proceeds (after deducting the commission and other related costs and expenses) from the Issue will be utilized as general working capital (including but not limited to repayment of bank loans of the Group and/or for future development of the Group). The Board considers that the Issue is in the best interests of the Company and its Shareholders as a whole.

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The Issue is subject to, among other things, the satisfaction of the conditions precedent and the Manager’s rights of termination of the Issue under the Subscription Agreement. Accordingly, the Issue may or may not proceed. Shareholders and potential investors are reminded to exercise caution when dealing in the securities of the Company.

DEFINITIONS

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

“Board”	the board of Directors
“Company”	TSC Group Holdings Limited, a company incorporated in
	the Cayman Islands with limited liability and the Shares of
	which are listed on the Stock Exchange
“connected person(s)”	has the meaning as defined under the Listing Rules
“Director(s)”	director(s) of the Company
“Group”	the Company and its subsidiaries
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong”	Hong Kong Special Administrative Region of the People’s
	Republic of China
“Independent Third	a party which/who is not a connected person of the Company
Party(ies)”	and is independent of the Company and its connected
	persons
“Issue”	the issue of the Notes by the Company pursuant to the terms
	of the Subscription Agreement
“Issue Date”	3 October 2014 or other date not later than 17 October 2014
	as agreed between the Company and the Manager
“Issue Documents”	the deed of covenant and the agency agreement in
	connection with the issue of the Notes

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“Issue Price” 100% of the aggregate principal amount of the Notes “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange “Note(s)” 5% unlisted notes to be issued by the Company in an aggregate principal amount of HK$144,000,000 maturing on 3 April 2018 “Noteholder(s)” the holder(s) of the Notes “Manager” Australia and New Zealand Banking Group Limited “Maturity Date” 3 April 2018 “Offering Circular” the offering circular prepared in connection with the issue of the Notes “Share(s)” share(s) in the share capital of the Company “Shareholder(s)” holder(s) of the Share(s) “Stock Exchange” The Stock Exchange of Hong Kong Limited “Subscription Agreement” the subscription agreement dated 25 September 2014 entered into between the Company and the Manager in relation to the Issue “%” per cent.

By order of the Board

TSC Group Holdings Limited Jiang Bing Hua Executive Chairman

Hong Kong, 25 September 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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