CM Energy Tech Co., Ltd. — Capital/Financing Update 2018

Mar 29, 2018

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)

CLARIFICATION ANNOUNCEMENT IN RELATION TO SUBSCRIPTION OF SHARES UNDER SPECIFIC MANDATE

Reference is made to the circular of TSC Group Holdings Limited (the “ Company ”) dated 19 January 2018 (the “ Circular ”) in relation to, among other things, the Subscription of Subscription Shares under Specific Mandate. Capitalised terms used herein shall have the same meanings as those defined in the Circular unless the context requires otherwise.

As disclosed in the Circular, the part of gross proceeds from the Subscription amounting to approximately HK$353,550,000, representing approximately 70% of the proceeds of the Subscription (the “ Proceeds ”) were intended to be used to fund the expansion of the Group’s existing business and/or potential acquisition to be decided by the Board after Completion. The Completion took place on 9 February 2018.

The Company had, at the time of issue of the Circular for the Subscription, intended to negotiate for reissue or extension the total amount of unsecured notes of HK$ 217,000,000 of which HK$144,000,000 would be due on 3 April 2018 and HK$73,000,000 would be due on 25 May 2018 (the “ Bond Notes ”). Following further discussions and negotiations with various financial institutions and potential investors, the Company decided that it would be more expedient and cost effective to utilize the Proceeds to repay these Bond Notes on the respective due dates. The amount of HK$ 217,000,000 to be used for repayment of Bond Notes shall be carved out from the part of the Proceeds intended for expansion of the Group’s existing business and/or potential acquisition since the Group has not yet reached the stages of business expansion or acquisitions where there is an imminent need for the funds. The prevailing market pricing of similar Bond Notes and related cost of reissue or extension is comparatively higher in the present market as compared to when the Bond Notes were issued.

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The Board has considered the impact of the proposed change in the use of Proceeds on the Group’s business and believes that, such change will not have any material adverse impact on the business or financials of the Group and is in the interest of the Company and the Shareholders as a whole. The Company will continue to maximize cash flow from existing operations; develop new business areas with remaining Proceeds available from the Subscription; maintain liquidity whilst working towards the long-term goal of reducing debt; and position the Company for renewed growth.

Otherwise than disclosed in this announcement, there is no plan to change the original intended use of the Proceeds as disclosed in the Circular.

By order of the Board TSC Group Holdings Limited Wang Hongyuan Executive Chairman

Hong Kong, 29 March 2018

As at the date of this announcement, the Board comprises four executive Directors, namely Mr. Wang Hongyuan, Mr. Jiang Bing Hua, Mr. Zhang Menggui and Mr. Yang Guohui; two non-executive Directors, namely Mr. Wang Jianzhong and Ms. Li Rong; and three independent non-executive Directors, namely Mr. Chan Ngai Sang, Kenny, Dr. Lu Xiaoming and Mr. Guan Zhichuan.

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