CM Energy Tech Co., Ltd. — Proxy Solicitation & Information Statement 2011

Jan 28, 2011

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser.

If you have sold all your shares in TSC Offshore Group Limited, you should at once hand this circular to the purchaser(s) or transferee(s) or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser(s) or transferee(s).

Hong Kong Exchange and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

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TSC Offshore Group Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 206)

PROPOSED CHANGE OF COMPANY NAME

A notice convening an extraordinary general meeting of the Company to be held at Unit 910, 9/F, China Merchants Tower, Shun Tak Centre, 200 Connaught Road Central, Hong Kong on Friday, 4 March 2011, at 10:00 a.m. is set out on pages 4 to 5 of this circular. Whether or not you are able to attend the EGM in person, you are requested to complete and return the form of proxy in accordance with the instructions printed thereon and return it to the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited of 26/F., Tesbury Centre, 28 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding such meeting. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjournment thereof should you so wish.

31 January 2011

CONTENTS

		Page
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
**Letter from **	the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
Notice of Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		4

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions have the following meanings

• “Articles of Association”

the articles of association of the Company as may be amended from time to time

• “Board”

the board of Directors

• “Change of Company Name”

the proposed change of the name of the Company to “TSC Group Holdings Limited” and subject to the new English name of the Company becoming effective, the adoption of “TSC 集團控股有限公司” as its new Chinese name for identification purposes only

• “Company”

TSC Offshore Group Limited, a company incorporated in the Cayman Islands with limited liability, the securities of which are listed on the Stock Exchange (Stock code: 0206)

• “Director(s)” the director(s) of the Company

• “EGM” the extraordinary general meeting of the Company to be convened and held at Unit 910, 9/F, China Merchants Tower, Shun Tak Centre, 200 Connaught Road Central, Hong Kong on Friday, 4 March 2011, at 10:00 a.m., notice of which is included on pages 4 to 5 of this circular

• “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China

• “Listing Rules”

• Rules Governing the Listing of the Securities on the Stock Exchange of Hong Kong Limited

• “Shares” ordinary share(s) of HK$0.10 in the share capital of the Company

• “Shareholder(s)” holder(s) of the ordinary share(s) of HK$0.10 each in the share capital of the Company

• “Stock Exchange” The Stock Exchange of Hong Kong Limited

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LETTER FROM THE BOARD

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TSC Offshore Group Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 206)

Executive Directors: Mr. Jiang Bing Hua Mr. Zhang Menggui

Non-Executive Directors: Mr. Jiang Longsheng Mr. Brian Chang

Registered Office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Independent Non-Executive Directors: Mr. Chan Ngai Sang, Kenny Mr. Bian Junjiang Mr. Guan Zhichuan Mr. Robert William Fogal Jr.

Principal Place of Business in Hong Kong Unit 910, 9th Floor, China Merchants Tower, Shun Tak Centre, 200 Connaught Road Central, Hong Kong

31 January 2011

To the shareholders of the Company

Dear Sir or Madam,

PROPOSED CHANGE OF COMPANY NAME

The purpose of this circular is to provide all the Shareholders with information regarding the proposed Change of Company Name, the special resolution in respect of which will be proposed at the EGM.

PROPOSED CHANGE OF COMPANY NAME

On 17 January 2011, the Board announced the proposal for the Change of Company Name. The Board proposes to put forward a special resolution at the EGM to change the name of the Company from “TSC Offshore Group Limited” to “TSC Group Holdings Limited”. Subject to the new English name of the Company becoming effective upon passing of the special resolution approving the change of company name at the EGM, the Company will adopt “TSC 集團控股有限公司” as its new Chinese name for identification purposes only. The proposed Change of Company Name is subject to the Shareholders’ approval at the EGM.

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LETTER FROM THE BOARD

The proposed new Company name is to better reflect the Group’s broaden investment strategies in future and will take effect from the date on which the new name is entered on the register by the Registrar of Companies in the Cayman Islands in place of the existing name. Upon the Change of Company Name becoming effective, all existing share certificates bearing the name of “TSC Offshore Group Limited” will continue to be evidence of title to Shares and will continue to be valid for trading, settlement and registration purposes and the rights of the Shareholders will not be affected as a result of the Change of Company Name. Accordingly, there will not be any arrangement for an exchange of existing share certificates of the Company for new share certificates bearing the Company’s new name. Should the Change of Company Name become effective, any issue of share certificates thereafter will be in the new Company name and the securities of the Company will be traded on the Stock Exchange in the new name. The Company will make a press announcement when the Change of Company Name becomes effective.

VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules, any votes of the Shareholders at a general meeting must be taken by poll. Therefore, the chairman of the EGM will demand a poll for each and every resolution put forward at the EGM pursuant to the Articles of Association. The Company will appoint scrutineers to handle vote-taking procedures at the EGM. The results of the poll will be published on the Stock Exchange’s website at www.hkex.com.hk and the Company’s website at www.tscoffshore.com on the business day following the EGM.

RECOMMENDATION

The Directors believe that the Change of the Company Name is in the best interests of the Company as well as to the Shareholders. Accordingly, the Directors recommend that all Shareholders should vote in favour of the relevant resolution at the EGM.

Yours faithfully, For and on behalf of the Board Jiang Binghua Executive Chairman

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NOTICE OF EXTRAORDINARY GENERAL MEETING

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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 an extraordinary general meeting of TSC Offshore Group Limited (the “Company”) will be held at Unit 910, 9/F, China Merchants Tower, Shun Tak Centre, 200 Connaught Road Central, Hong Kong on Friday, 4 March 2011, at 10:00 a.m. for the following purpose:

SPECIAL RESOLUTION

“ THAT the name of the Company be changed from “TSC Offshore Group Limited” to “TSC Group Holdings Limited” and subject to the new name of the Company becoming effective, to adopt “TSC 集團控股有限公司” as its Chinese name for identification purposes, and the directors of the Company be and are hereby authorised to do all such acts, deeds and things and execute all such documents and make all such arrangements as they shall, in their absolute discretion, deem necessary or expedient to effect the foregoing.”

By Order of the Board Jiang Binghua Executive Chairman

Hong Kong, 31 January 2011

Principal Place of Business in Hong Kong:

Unit 910, 9th Floor, China Merchants Tower, Shun Tak Centre, 200 Connaught Road Central, Hong Kong

Notes:

1. The register of members of the Company will be closed from 2 March 2011 (Wednesday) to 4 March 2011 (Friday), both days inclusive, during which period no transfer of shares can be registered. In order to qualify for the entitlement to attend and vote at the meeting, all transfer of documents, accompanied by the relevant share certificates, must be duly completed and lodged with the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on 1 March 2011 (Tuesday).

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NOTICE OF EXTRAORDINARY GENERAL MEETING

1. Any member of the Company entitled to attend and vote at the meeting is entitled to appoint another person as his proxy to attend and vote in his stead. A member who is the holder of two or more shares may appoint more than one proxy to attend and vote on his behalf. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed. A proxy need not be a member of the Company, but must attend the meeting in person to represent you.

2. To be valid, a form of proxy, together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy thereof, must be deposited at the principal place of business of the Company in Hong Kong a 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 the holding of the meeting or any adjourned meeting.

3. Completion and delivery of an instrument appointing a proxy should not preclude a member from attending and voting in person at the meeting or any adjournment thereof and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

4. In the case of joint holders of a share, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto; but if more than one of such joint holders are present at the above meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

5. Pursuant to Rule 13.39(4) of the Listing Rules, any vote of 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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