CM Energy Tech Co., Ltd. — Major Shareholding Notification 2013

Dec 20, 2013

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.

==> picture [115 x 61] intentionally omitted <==

TSC Group Holdings Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 206)

CHARGE OF SHARES BY SUBSTANTIAL SHAREHOLDER

This announcement is made by the Company pursuant to Rule 13.09(2)(a) of the Listing Rules and the inside information provisions under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

On 20 December 2013, the Company was advised that on 20 December 2013 Global Energy, a substantial shareholder of the Company, entered into the Facility Letter with the Securities Firm, pursuant to which Global Energy agreed to charge all 106,871,200 Shares (representing approximately 15.47% of the issued share capital of the Company) in which it is interested as at the date of this announcement in favour of the Securities Firm as security for a facility granted by the Securities Firm to Global Energy.

This announcement is made by TSC Group Holdings Limited (the “ Company ”) pursuant to Rule 13.09(2)(a) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”) and the inside information provisions under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

On 20 December 2013, the Company was advised that on 20 December 2013 Global Energy Investors, LLC (“ Global Energy ”), a substantial shareholder (as defined under the Listing Rules) of the Company, entered into a facility letter (the “ Facility Letter ”) with Guotai Junan Securities (Hong Kong) Limited (the “ Securities Firm ”) which is an Authorised Institution, pursuant to which Global Energy agreed to charge all 106,871,200 Shares (representing approximately 15.47% of the issued share capital of the Company) in which it is interested as at the date of this announcement in favour of the Securities Firm as security for a facility granted by the Securities Firm to Global Energy.

– 1 –

The Securities Firm is an independent third party and is not a connected person (as defined under the Listing Rules) of the Company.

As at the date of this announcement, Global Energy is the beneficial owner of 106,871,200 Shares, representing approximately 15.47% of the existing issued share capital of the Company. The entire share capital of Global Energy is beneficially owned as to 50% each by Mr. Zhang Menggui and Mr. Jiang Bing Hua, both are the executive Directors of the Company. Each of Mr. Zhang Menggui and Mr. Jiang Bing Hua personally also held 4,416,000 Shares, representing approximately 0.64% of the existing issued share capital of the Company.

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

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.

Hong Kong, 20 December 2013

– 2 –