CM Energy Tech Co., Ltd. — Proxy Solicitation & Information Statement 2009

Jul 17, 2009

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 Offshore Group Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 206)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the extraordinary general meeting (the “ Meeting ”) of TSC Offshore Group Limited (the “ Company ”) will be held at Hong Kong on 5 August 2009 at 10:00 a.m. Unit 910, 9/F, China Merchants Tower, Shun Tak Centre, 200 Connaught Road Central, Hong Kong for the following purposes:

ORDINARY RESOLUTION

To consider and, if thought fit, to pass with or without amendments, the following resolution as an ordinary resolution of the Company:

1. “ THAT conditional on the Listing Committee of The Stock Exchange of Hong Kong Limited granting the approval of the listing of, and permission to deal in, the shares (the “ Shares ”) of TSC Offshore Group Limited (the “ Company ”) which may fall to be issued pursuant to the share option scheme (a copy of which is produced to the meeting marked “A” and signed by the Chairman of this meeting for the purpose of identification) (the “ Share Option Scheme ”, the principal terms of it are described in the Appendix to the circular dated 20 July 2009 of the Company, a copy of which is produced to the meeting marked “B” and signed by the Chairman of this meeting for the purpose of identification), the Share Option Scheme be and is hereby approved and adopted by the Company and the board of directors of the Company be and is hereby authorized to administer the Share Option Scheme, to grant options and to allot, issue and deal with the Shares pursuant to the exercise of any option granted thereunder and to take such steps and do such acts and to enter into such transactions, arrangements and agreements as may be necessary or expedient in order to give full effect to the Share Option Scheme.”

By order of the Board TSC Offshore Group Limited Jiang Binghua Executive Chairman

Hong Kong, 20 July 2009

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Principal place of business in Hong Kong: Registered Office: Unit 910, 9/F Cricket Square China Merchants Tower Hutchins Drive Shun Tak Centre P.O. Box 2681 200 Connaught Road Central Grand Cayman KY1-1111 Hong Kong Cayman Islands

As of the date of this notice, the Board comprises two executive Directors, namely Mr. Jiang Bing Hua and Mr. Zhang Menggui; two non-executive Directors, namely Mr. Jiang Longsheng and Mr. Brian Chang; and four independent non-executive Directors, namely Mr. Chan Ngai Sang, Kenny, Mr. Bian Junjiang, Mr. Guan Zhichuan and Mr. Robert William Fogal Jr.

Notes:

1. A member of the Company entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and vote in his stead. A proxy can vote on a poll. A proxy need not be a member of the Company.

2. In order to be valid, the form of proxy must be duly completed and signed in accordance with the instructions printed thereon and deposited together with a power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power or authority, at the Company’s principal place of business at Unit 910, 9/F, China Merchants Tower, Shun Tak Centre, 200 Connaught Road Central, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.

3. Completion and return of a form of proxy will not preclude a member from attending in person and voting at the above meeting or any adjournment thereof, should he so wish.

4. Pursuant to Rule 13.39(4) of The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, any vote of the shareholders at a general meeting must be taken by poll. Therefore, the resolution proposed at the Meeting shall be voted by poll.

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