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CM Energy Tech Co., Ltd. Capital/Financing Update 2015

Jun 29, 2015

49033_rns_2015-06-29_333442ed-d031-484e-965c-895b7698b1f8.pdf

Capital/Financing Update

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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 ” or “ TSC ”, together with its subsidiaries, the “ Group ”) to provide its shareholders and potential investors with updated operating information in relation to the recent business development of the Group.

TWO SETS OF CONSTRUCTION CONTRACTS (HULL NUMBERS H6006 & H6007)

The board (the “ Board ”) of directors (the “ Director ”) of TSC Group Holdings Limited (the “ Company ” or “ TSC ”, together with its subsidiaries, the “ Group ”) is pleased to announce that on 29 June 2015, Alliance Offshore Drilling Pte. Ltd. (“ AOD ”), a wholly-owned subsidiary of the Company, entered into two sets of construction contracts for the fabrication, construction, equipping, testing, commissioning and delivery of two sets of Zentech Design R-550D Jack-up Drilling Rigs (the “ Contracts ”) respectively with CSSC Huangpu Wenchong Shipbuilding Company Limited (“ CSSC Huangpu ”).

DETAILS OF THE CONTRACTS

The principal terms of the Contracts include the following:

Date: 29 June 2015

Parties:

(i) AOD as the Owner; and (ii) CSSC Huangpu as the Builder

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Delivery: Delivery of the H6006 shall be before 31 December 2017 upon the H6006 Contract coming into effect before 1 July 2015. Delivery of the H6007 shall be before 30 June 2018 upon the H6007 Contract coming into effect before 1 September 2015. Nature of Transaction: Construction of assets, being the H6006 and H6007 Contract price: Owner shall pay Builder a compensation which will be subject to the final technical scope of the project Payment terms: The Contract Price shall be paid by the Owner to the Builder by installments

REASONS FOR ENTERING INTO THE CONTRACTS

The construction of H6006 and H6007 are in accordance with the objectives of the strategic alliance between CSSC Huangpu, Zentech Inc. and TSC signed on 3 December 2012 to jointly develop and market the R-550D Jack-up Drilling Rig which is a high performance, three legged, extended reach cantilever type jack-up drilling rig, designed for worldwide service in up to 400 feet water depth. The design features include higher capability in RPD (Rack Phase Difference), going on/off location wave criteria, zero discharge, full preloading systems, high capacity drilling systems and other high performance features which increase safety and efficiency. The design has been approved by the American Bureau of Shipping and meets requirements of various fast growing emerging markets. The cost competitiveness of the R-550D Drilling Rig and innovative design features is positioned to be a better economic decision to owners and operators.

The transaction arising from the Contracts will be conducted in the ordinary and usual course of business of the Company. The rigs are intended either for drilling operations to be undertaken directly by AOD as a drilling contractor on completion of the rigs or for sale to prospective customers who have expressed interest in the purchase of the second and third rig. In the event of sale, the customer will assume the rights and obligations of the construction contracts based on negotiated terms. In either of the above events, the Company expects the transaction to provide positive revenue growth to the Group.

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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, 29 June 2015

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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