CM Energy Tech Co., Ltd. — Capital/Financing Update 2017

Dec 22, 2017

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)

UPDATE ANNOUNCEMENT

Reference is made to the announcement issued by TSC Group Holdings Limited (the “ Company ”) dated 14 December 2017 (the “ Announcement ”) regarding the Subscription and the application for Whitewash Waiver. Unless the context requires otherwise, capitalized terms used herein shall bear the same meanings as those defined in the Announcement.

The Board has been informed by the Subscriber that on 15 December 2017 and 19 December 2017, the Subscriber entered into subscription agreements with two new limited partners, namely Meris Global Investments Limited and Essence International CMBC Fund SP (“ Essence Fund SP ”), respectively.

Meris Global Investments Limited is a co-investment vehicle of the management team of the Fund Manager, and has subscribed for approximately 0.035% limited partnership interest in the Subscriber.

Essence Fund SP, an independent third party of the Subscriber, has subscribed for approximately 19.993% of limited partnership interest in the Subscriber. Essence Fund SP has subscribed for the limited partnership interests in the Subscriber on behalf of China Minsheng Banking Corp., Ltd. (HKSE Stock Code: 01988), which is the ultimate beneficiary of Essence Fund SP and provided the financial resources for the said subscription.

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The following chart depicts the corporate structure of the Subscriber immediately prior to the subscription by Meris Global Investments Limited and Essence Fund SP:

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----- Start of picture text -----

CM Group (Note 2)
100%
China Merchants Steam Navigation Company Limited
100% 100%
China Merchants Capital Investment Co., Ltd. China Merchants Holdings GW Asset Management (Note 1)
（招商局資本投資有限責任公司） (Hong Kong) Company Ltd.
100%
100% 100% GWAMC International
China Merchants Capital Management Co. Ltd. China Merchants Capital Holdings Co. Ltd.
（招商局資本管理有限責任公司） （招商局資本控股有限責任公司）
100% 100% 100% 100%
China Merchants Capital Management China Merchants Capital Holdings Great Wall International
(International) Limited (International) Limited CM Industry Investment V Limited
45% 12.5% 30% 37.5% 25% 50%
Equity
interest
Limited
Fund Manager
partnership Manage day to day
interest in the affairs
Subscriber Overall control
Fund GP Subscriber
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• For identification purpose only

• Note 1: The ultimate beneficial shareholders of GW Asset Management are Ministry of Finance of the People’s Republic of China, National Council for Social Security Fund of the People’s Republic of China and China Life Insurance (Group) Company, each holding 97%, 2% and 1% of equity interest, respectively.

• Note 2: CM Group is wholly owned by the State-owned Assets Supervision and Administration Commission of the State Council of the People’s Republic of China.

Following the introduction of the two new limited partners, the original limited partners of the Subscriber, namely China Merchants Capital Holdings (International) Limited, CM Industry and Great Wall International Investment V Limited, will hold approximately 9.996%, 29.989% and 39.986% of limited partnership interest in the Subscriber, respectively. There have been no changes to the shareholding structure of the Fund GP (the Subscriber’s general partner) nor the Fund Manager (the management company of the Subscriber).

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The following chart depicts the corporate structure of the Subscriber as at the date of this announcement:

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CM Group (Note 2)
100%
China Merchants Steam Navigation Company Limited
Essence Fund SP (Note 4)
100% 100%
China Merchants Capital Investment Co., Ltd. China Merchants Holdings GW Asset Management
（招商局資本投資有限責任公司） (Hong Kong) Company Ltd. (Note 1)
100%
100% 100% GWAMC International
China Merchants Capital Management Co. Ltd. China Merchants Capital Holdings Co. Ltd.
（招商局資本管理有限責任公司） （招商局資本控股有限責任公司）
100% 100% 100% Meris Global 100%
China Merchants Capital Management China Merchants Capital Holdings Investments Great Wall International
(International) Limited (International) Limited CM Industry Limited (Note 3) Investment V Limited
45% 9.996% 30% 29.989% 0.035% 25% 39.986% 19.993%
Equity
Interest
Limited Fund Manager
Manage day to day
partnership affairs
interest in the Overall control
Fund GP Subscriber
Subscriber
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• For identification purpose only

• Note 1: The ultimate beneficial shareholders of GW Asset Management are Ministry of Finance of the People’s Republic of China, National Council for Social Security Fund of the People’s Republic of China and China Life Insurance (Group) Company, each holding 97%, 2% and 1% of equity interest, respectively.

• Note 2: CM Group is wholly owned by the State-owned Assets Supervision and Administration Commission of the State Council of the People’s Republic of China.

• Note 3: Meris Global Investments Limited is a co-investment vehicle of the management team of the Fund Manager. The management team of the Fund Manager, including Mr. Wang Hongyuan, Mr. Yang Guohui and Ms. Li Rong, holds in aggregate 81% beneficial interests in Meris Global Investments Limited. The remaining 19% beneficial interests in Meris Global Investments Limited are held by independent third parties.

• Note 4: Essence Fund SP, an independent third party of the Subscriber, has subscribed for the limited partnership interests in the Subscriber on behalf of China Minsheng Banking Corp., Ltd., (HKSE Stock Code: 01988) which is the ultimate beneficiary of Essence Fund SP and provided the financial resources for the said subscription.

• Note 5: The percentages of the limited partnership interest in the Subscriber as stated in this announcement are rounded to the nearest three decimal places, and the total number of percentages may not add up to 100% due to rounding.

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Save for the 92,800,000 Shares held by CIMC (HK), which is indirectly held by CM Group through its subsidiaries including CM Industry, representing approximately 13.12% of the issued share capital of the Company as at the date of the Announcement and this announcement, (i) the Subscriber and its ultimate beneficial owners are parties independent of the Company and the connected persons (as defined under the Listing Rules) of the Company; and (ii) before the Completion, the Subscriber and parties acting in concert with it do not have any interest in the Company.

Save as disclosed in this announcement, all other information in the Announcement remains unchanged.

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

Hong Kong, 22 December 2017

As at the date of this announcement, the Board comprises three executive Directors, namely Mr. Jiang Bing Hua, Mr. Zhang Menggui, Morgan and Mr. Wang Yong; three non-executive Directors, namely Mr. Jiang Longsheng, Mr. Brian Chang and Mr. Wang Jianzhong; and three independent non-executive Directors, namely Mr. Chan Ngai Sang, Kenny, Mr. Guan Zhichuan and Dr. Lu Xiaoming.

The Directors jointly and severally accept full responsibility for the accuracy of the information (other than that relating to the Subscriber) contained in this announcement and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement (other than those expressed by the Subscriber) 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 statement in this announcement misleading.

The directors of China Merchants Great-Wall GP Limited, namely, Mr. Zhang Rizhong, Mr. Wang Hongyuan, Mr. Chen Anhua, Mr. Huang Xiaohua and Mr. Wu Sichuan, accept full responsibility for the accuracy of the information (other than that relating to the Group) contained in this announcement and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement (other than those expressed by the Group) 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 statement in this announcement misleading.

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The directors of China Merchants Great-Wall Capital Management Limited, namely, Mr. Zhang Rizhong, Mr. Wang Hongyuan, Mr. Chen Anhua, Mr. Huang Xiaohua, Mr. Wu Sichuan, Mr. Tian Jiong and Mr. Kang Dong, accept full responsibility for the accuracy of the information (other than that relating to the Group) contained in this announcement and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement (other than those expressed by the Group) 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 statement in this announcement misleading.

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