CM Energy Tech Co., Ltd. — Proxy Solicitation & Information Statement 2012

May 11, 2012

THIS CIRCULAR 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 your licensed securities dealer, registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in TSC Group Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, licensed securities dealer, registered institution in securities, or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges 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 Group Holdings Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 206)

CONTINUING CONNECTED TRANSACTION

Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders

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Terms used in this cover shall have the same meaning as defined in this circular.

A letter from the Board is set out from pages 4 to 9 of this circular. A letter from the Independent Board Committee is set out on page 10 of this circular. A letter from Guangdong Securities, containing its advice to the Independent Board Committee and the Independent Shareholders, is set out from pages 11 to 17 of this circular.

A notice convening the EGM to be held at Salon Room I, 5/F., Harbour Grand Hong Kong, 23 Oil Street, North Point, Hong Kong on Monday, 4 June 2012 at 11:00 a.m. is set out from pages 23 to 24 of this circular.

A form of proxy for use at the EGM is enclosed with this circular. Whether or not you are able to attend the EGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company’s principal place of business in Hong Kong at Unit 910, 9/F., China Merchants Tower, Shun Tak Centre, 200 Connaught Road Central, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjourned meeting should you so wish.

14 May 2012

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Letter from the Independent Board Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Letter from Guangdong Securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Appendix – General information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Notice of EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

DEFINITIONS

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

“Announcement”	the announcement of the Company dated 24 April 2012 in relation
	to the Transaction
“Annual Caps”	the proposed annual caps for the three years ending 31 December
	2014 under the New Master Agreement
“associate(s)”	has the meaning ascribed to it under the Listing Rules
“Board”	the board of Directors
“CIMC Group”	China International Marine Containers (Group) Co., Limited, a
	company established in the PRC and the shares of which are listed
	on the Shenzhen Stock Exchange
“CIMC HK”	China International Marine Containers (Hong Kong) Limited, a
	company incorporated in Hong Kong with limited liability and is
	wholly-owned by CIMC Group
“CIMC Raffles”	CIMC Raffles Offshore (Singapore) Limited (formerly known as
	Yantai Raffles Shipyard Limited), a company incorporated under
	the laws of Singapore with limited liability
“CIMC Raffles Group”	CIMC Raffles and its subsidiaries
“Commencement Date”	the date of which the conditions precedent under the New Master
	Agreement are fulfilled
“Company”	TSC Group Holdings Limited, a company incorporated in the
	Cayman Islands with limited liability and the shares of which are
	listed on the Stock Exchange
“connected person(s)”	has the meaning ascribed to it under the Listing Rules
“Directors”	the directors of the Company
“EGM”	the extraordinary general meeting of the Company to be held on
	4 June 2012 to consider, and if thought fit, to approve the New
	Master Agreement and the transactions contemplated thereunder
“Equipment”	the equipment used on offshore platforms including but not
	limited to power control package, jacking system, BOP handling
	and transport, burner boom, etc.

1

DEFINITIONS

“Group” the Company and its subsidiaries “Guangdong Securities” or Guangdong Securities Limited, a licensed corporation to carry “Independent Financial Adviser” out type 1 (dealing in securities), type 2 (dealing in futures contracts), type 4 (advising on securities); type 6 (advising on corporate finance) and type 9 (asset management) regulated activities as defined under the SFO and the independent financial adviser to the Independent Board Committee and the Independent Shareholders in relation to the New Master Agreement and the Annual Caps

• “HK$” Hong Kong dollars, the lawful currency of Hong Kong “Hong Kong” the Hong Kong Special Administrative Region of the PRC “Independent Board the independent board committee of the Company formed Committee” to consider the terms of the New Master Agreement and the transactions contemplated thereunder

• “Independent Shareholders” Shareholders other than CIMC Group, CIMC HK, Mr. Brain Chang, Mr. Yu Yuqun and their respective associates

• “independent third party(ies)” a person(s) or entity(ies) who/which is(are) not a connected person(s) of the Company

• “Latest Practicable Date” 11 May 2012, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained in this circular

• “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

• “New Master Agreement” the master agreement entered into between the Company and CIMC Raffles on 24 April 2012 in relation to the Transaction

• “Old Master Agreement” the master agreement entered into between the Company and Yantai Raffles Shipyard Limited on 10 February 2010 in relation to the sale of the Products by the Group to Yantai Raffles Shipyard Limited and its subsidiaries for the two years ended 31 December 2011

• “PRC” the People’s Republic of China

• “Products” the Equipment and the Turnkey Project(s)

2

DEFINITIONS

“SFO”	the Securities and Futures Ordinance, Chapter 571 of the Laws of
	Hong Kong
“Share(s)”	ordinary share(s) of HK$0.10 each in the share capital of the
	Company
“Shareholder(s)”	holder(s) of Shares
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Transaction”	the sale of the Products by the Group to the CIMC Raffles Group
	as contemplated under the New Master Agreement
“Turnkey Project(s)”	the project(s) or others related to offshore platforms including
	(i) cantilever and drill floor projects; (ii) rack material cutting
	projects; (iii) other material processing projects; and (iv) design,
	engineering and consulting service projects
“USD”	US dollars, the lawful currency of the United States of America
“%”	per cent.

In this circular, unless otherwise specified, all amounts denominated in USD have been translated (for information only) into HK$ using the exchange rate of USD1.00: HK$7.8. Such translations should not be construed as a representation that the relevant amounts have been, could have been, or could be converted at that or any other rate or at all.

* For identification purpose only

3

LETTER FROM THE BOARD

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TSC Group Holdings 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 Mr. Yu Yuqun

Independent non-executive Directors:

Mr. Chan Ngai Sang, Kenny Mr. Bian Junjiang Mr. Guan Zhichuan Mr. Robert William Fogal Jr.

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

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

14 May 2012

To the Shareholders

Dear Sir or Madam,

CONTINUING CONNECTED TRANSACTION

INTRODUCTION

Reference is made to the Announcement.

The purpose of this circular is to provide you with, among other things, (i) details of the New Master Agreement and the transactions contemplated thereunder; (ii) the letter from the Independent Board Committee to the Independent Shareholders giving its recommendations in relation to the New Master Agreement and the Annual Caps; (iii) the letter of advice from Guangdong Securities to the Independent Board Committee and the Independent Shareholders containing its advice and recommendations on the New Master Agreement and the Annual Caps; and (iv) the notice of the EGM.

4

LETTER FROM THE BOARD

CONTINUING CONNECTED TRANSACTION

In view of the expiry of the Old Master Agreement on 31 December 2011 and the intention of the Company to continue its business transactions with CIMC Raffles (formerly known as Yantai Raffles Shipyard Limited) under the Old Master Agreement in the coming future, on 24 April 2012, the Company entered into the New Master Agreement with CIMC Raffles in relation to the sale of the Products (which include the Equipment and the Turnkey Project(s)) by the Group to the CIMC Raffles Group for the period from the Commencement Date to 31 December 2014.

Particulars of the New Master Agreement are described in the following section:

TERMS OF THE NEW MASTER AGREEMENT

Date: 24 April 2012 Effective period: From the Commencement Date to 31 December 2014 (both days inclusive)

Seller: The Company

Buyer: CIMC Raffles

Nature of transaction: Pursuant to the New Master Agreement, the Company agreed to sell and CIMC Raffles agreed to purchase the Products (which include the Equipment and the Turnkey Project(s)). It is agreed that each sale and purchase of the Equipment and the Turnkey Project(s) will be performed by the respective subsidiaries of the Company and CIMC Raffles under separate contracts in accordance with the terms and conditions of the New Master Agreement.

Annual Caps: The Annual Caps under the New Master Agreement for each of the three years ending 31 December 2014 are USD200 million (equivalent to approximately HK$1,560 million).

Historical annual caps and usages:

The historical annual caps under the Old Master Agreement for the two years ended 31 December 2011 were both USD200 million (equivalent to approximately HK$1,560 million).

For the year ended 31 December 2010, the Group entered into capital equipment and packages supply contracts with Yantai Raffles Shipyard Limited/CIMC Raffles under the Old Master Agreement. Those capital equipment and packages contracts covered the supply of a drilling package and an electrical power package with total contract value of approximately USD38.5 million (equivalent to approximately HK$300.3 million) for the year ended 31 December 2010.

5

LETTER FROM THE BOARD

For the year ended 31 December 2011, the Group entered into capital equipment and packages supply contracts with CIMC Raffles under the Old Master Agreement. Those capital equipment and packages contracts covered the supply of drilling packages, electrical power packages and a submersible pump with total contract value of approximately USD66.5 million (equivalent to approximately HK$518.7 million) for the year ended 31 December

On 10 January 2012, the Group transacted a contract variation order (the “ Contract Variation Order ”) with the CIMC Raffles Group. The Contract Variation Order was related to the supply of a submersible pump valued at USD125,000 (equivalent to approximately HK$975,000) which was excluded from the initial purchase contract value in 2011. As presented above, the Group transacted actual sales amounts of approximately USD38.5 million and USD66.5 million respectively with Yantai Raffles Shipyard Limited/CIMC Raffles for each of the two years ended 31 December 2011, which were within the historical annual cap of USD200 million for the said period under review. The Contract Variation Order took place in 2012 and so it was not covered by the Old Master Agreement. The Contract Variation Order was a de minimis connected transaction on normal commercial terms where each of the applicable percentage ratios was less than 5% and the total consideration was less than HK$1,000,000. Therefore, this connected transaction would be exempt from the reporting, announcement and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules.

Basis of the Annual Caps:

The Annual Caps were determined by the Company after taking into account of (i) the historical supply of the Products to the CIMC Raffles Group for the two years ended 31 December 2011; (ii) the estimated demand for the Products by the CIMC Raffles Group from the Commencement Date to 31 December 2014; and (iii) the expected selling price of the Products from the Commencement Date to 31 December 2014.

The Directors had communicated with the senior management of the CIMC Raffles Group with regard to its estimated demand for the Products from the Commencement Date to 31 December 2014 and obtained their verbal indication regarding the same. Since the Annual Caps were set based on the estimated demand for the Products by the CIMC Raffles Group from the Commencement Date to 31 December 2014 as indicated by the senior management of the CIMC Raffles Group, the Directors are of the view that the Annual Caps are fair and reasonable so far as the Independent Shareholders are concerned.

6

LETTER FROM THE BOARD

Pursuant to the terms of the New Master Agreement, the Transaction shall be conducted on normal commercial terms, in particular: (i) the Transaction will be on terms no less favourable to the Company than terms available to or from (as appropriate) independent third parties to the Company; (ii) the Transaction will be conducted in the ordinary and usual course of business of the Company and after arm’s length negotiations; and (iii) the Transaction will not exceed the Annual Caps for the period from the Commencement Date to 31 December 2014.

Reasons for the Transaction

The Company is a global product and service provider serving both the offshore and land drilling rig industry worldwide. The principal activities of the Group are the construction, manufacturing and trading of rig products and technology (including rig electrical control system and other rig equipment), oilfield expendables and supplies, provision of rig turnkey solutions and engineering services.

CIMC Raffles is a limited liability company incorporated in Singapore. The CIMC Raffles Group operates offshore shipyard in the PRC and designs and builds facilities for the offshore oil and gas and the international marine industry. The CIMC Raffles Group also produces a wide range of offshore marine facilities, including but not limited to different types of rigs and vessels.

As mentioned in the foregoing paragraph of this letter, the Transaction will be conducted in the ordinary and usual course of business of the Group and each transaction under the New Master Agreement will be negotiated on an arm’s length basis and be conducted on normal commercial terms or on terms no less favourable to the Company than terms available to or from (as appropriate) independent third parties to the Company. In addition, the Directors expected that the Transaction will provide a stable source of revenue to the Group in the future, which is in line with the Company’s long-term strategy of becoming a cost competitive provider of integrated solutions to the oil and gas drilling industry. In view of the above, the Directors believe that the terms of the New Master Agreement (including the Annual Caps) are fair and reasonable so far as the Independent Shareholders are concerned, and the Transaction is in the interests of the Company and the Shareholders as a whole.

LISTING RULES IMPLICATIONS

As at the Latest Practicable Date, CIMC Group and CIMC HK (a wholly-owned subsidiary of CIMC Group) owned approximately 88.58% of CIMC Raffles through their wholly-owned subsidiary, CIMC Offshore Holdings Limited. CIMC Group, through CIMC HK, owned and had control over the voting right of 92,800,000 Shares, representing approximately 13.61% of the issued share capital of the Company. To the best of the Directors’ knowledge and as far as they are aware of, as at the Latest Practicable Date, the substantial shareholders (as defined in the Listing Rules) of CIMC Group were China Merchants (CIMC) Investment Limited and COSCO Container Industries Limited, both being independent third parties to the Company. Mr. Brian Chang and Mr. Yu Yuqun, being the non-executive Directors, are the directors of CIMC Raffles. As at the Latest Practicable Date, Mr. Brian Chang was also deemed to be interested in and had control over the voting right of an aggregate of 66,072,800 Shares, representing approximately 9.69% of the issued share capital of the Company, through his wholly-owned companies which are Shareholders. Accordingly, CIMC Group, CIMC HK, Mr. Brian Chang and Mr. Yu Yuqun, together with their respective associates are connected persons of the Company and the Transaction constitutes a continuing connected transaction for the Company under Chapter 14A of the Listing Rules. Each of Mr. Brian Chang and Mr. Yu Yuqun had abstained from voting on the relevant resolution(s) approving the New Master Agreement and the transactions contemplated thereunder at the Board meeting.

7

LETTER FROM THE BOARD

Since the applicable percentage ratios as defined under Rule 14.07 of the Listing Rules for each of the Annual Caps exceed 25%, the Transaction constitutes non-exempt continuing connected transaction for the Company under Chapter 14A of the Listing Rules and is subject to the reporting, annual review, announcement and independent shareholders’ approval requirements.

The Company will seek the Independent Shareholders’ approval of the New Master Agreement, the Transaction and the Annual Caps at the EGM by way of poll whereby CIMC Group, CIMC HK, Mr. Brian Chang, Mr. Yu Yuqun and their respective associates shall abstain from voting. As at the Latest Practicable Date, Mr. Yu Yuqun did not hold any Shares.

EGM

A notice convening the EGM to be held at Salon Room I, 5/F., Harbour Grand Hong Kong, 23 Oil Street, North Point, Hong Kong on Monday, 4 June 2012 at 11:00 a.m., at which an ordinary resolution will be proposed to the Independent Shareholders to consider and, if thought fit, approve the New Master Agreement and the Annual Caps, is set out from pages 23 to 24 of this circular.

A form of proxy for use at the EGM is enclosed with this circular. Whether or not you are able to attend the EGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company’s principal place of business in Hong Kong at Unit 910, 9/F., China Merchants Tower, Shun Tak Centre, 200 Connaught Road Central, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjourned meeting should you so wish.

An ordinary resolution as set out in the notice of the EGM will be put to the vote of the Independent Shareholders by way of poll. An announcement will be made by the Company following the conclusion of the EGM to inform you of its results.

RECOMMENDATION

The Directors consider that the terms of the New Master Agreement (including the Annual Caps) are entered into in the ordinary and usual course of business of the Group, on normal commercial terms, fair and reasonable so far as the Independent Shareholders are concerned and are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Independent Shareholders to vote in favour of the ordinary resolution to be proposed at the EGM to approve the New Master Agreement and the transactions contemplated thereunder.

The Independent Board Committee has been established to advise the Independent Shareholders on the terms of the New Master Agreement and the transactions contemplated thereunder. Guangdong Securities has been appointed as the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in this regard. The respective letters from the Independent Board Committee and Guangdong Securities are set out on page 10 and from pages 11 to 17 of this circular respectively. You are advised to read the letters carefully before making your voting decision.

8

LETTER FROM THE BOARD

ADDITIONAL INFORMATION

Your attention is also drawn to the additional information on the Group set out in the appendix to this circular.

Yours faithfully, For and on behalf of the Board of TSC Group Holdings Limited Jiang Bing Hua Executive Chairman

9

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

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TSC Group Holdings Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 206)

14 May 2012

To the Independent Shareholders

Dear Sir or Madam,

CONTINUING CONNECTED TRANSACTION

We refer to the circular of the Company dated 14 May 2012 (the “ Circular ”), of which this letter forms part. Terms defined in the Circular shall have the same meanings when used herein unless the context otherwise requires.

We have been appointed as members of the Independent Board Committee to advise the Independent Shareholders on the terms of the New Master Agreement and the transactions contemplated thereunder. Guangdong Securities has been appointed as the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in this regard.

Having taken into account the advice and recommendations of Guangdong Securities as set out from pages 11 to 17 of the Circular, we are of the opinion that the terms of the New Master Agreement and the transactions contemplated thereunder are entered into in the ordinary and usual course of business of the Group, on normal commercial terms, fair and reasonable so far as the Independent Shareholders are concerned and are in the interests of the Company and the Shareholders as a whole.

Accordingly, we recommend the Independent Shareholders to vote in favour of the ordinary resolution to be proposed at the EGM to approve the New Master Agreement and the transactions contemplated thereunder.

Yours faithfully, For and on behalf of the

Independent Board Committee

Mr. Chan Ngai Mr. Bian Junjiang Mr. Guan Zhichuan Mr. Robert William Sang, Kenny Fogal Jr.

Independent non-executive Directors

10

LETTER FROM GUANGDONG SECURITIES

Set out below is the text of a letter received from Guangdong Securities, the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders regarding the Transaction for the purpose of inclusion in this circular.

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Units 2505-06, 25/F. Low Block of Grand Millennium Plaza 181 Queen’s Road Central Hong Kong

14 May 2012

• To: The independent board committee and the independent shareholders

• of TSC Group Holdings Limited

Dear Sirs,

CONTINUING CONNECTED TRANSACTION

INTRODUCTION

We refer to our appointment as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in relation to the Transaction, details of which are set out in the letter from the Board (the “ Board Letter ”) contained in the circular dated 14 May 2012 issued by the Company to the Shareholders (the “ Circular ”), of which this letter forms part. Terms used in this letter shall have the same meanings as defined in the Circular unless the context requires otherwise.

In view of the expiry of the Old Master Agreement on 31 December 2011 and the intention of the Company to continue its business transactions with CIMC Raffles (formerly known as Yantai Raffles Shipyard Limited) under the Old Master Agreement in the coming future, the Board announced on 24 April 2012 that on even date, the Company entered into the New Master Agreement with CIMC Raffles in relation to the sale of the Products (which include the Equipment and the Turnkey Project(s)) by the Group to the CIMC Raffles Group for the period from the Commencement Date to 31 December 2014.

The Transaction constitutes a continuing connected transaction for the Company under Chapter 14A of the Listing Rules. The Transaction is therefore subject to the reporting, announcement, independent shareholders’ approval and annual review requirements under Chapter 14A of the Listing Rules. CIMC Group, CIMC HK, Mr. Brian Chang, Mr. Yu Yuqun and their respective associates shall abstain from voting on the resolution to approve the New Master Agreement and the transactions contemplated thereunder at the EGM.

An Independent Board Committee comprising Mr. Chan Ngai Sang, Kenny, Mr. Bian Junjiang, Mr. Guan Zhichuan and Mr. Robert William Fogal Jr. (all being independent non-executive Directors) has been formed to advise the Independent Shareholders on (i) whether the terms of the New Master Agreement (including the Annual Caps) are on normal commercial terms and are fair and reasonable so far as the Independent Shareholders are concerned; (ii) whether the Transaction is in the interests of the

11

LETTER FROM GUANGDONG SECURITIES

Company and the Shareholders as a whole; and (iii) how the Independent Shareholders should vote in respect of the relevant resolution to approve the New Master Agreement and the transactions contemplated thereunder at the EGM. We, Guangdong Securities Limited, have been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in this respect.

BASIS OF OUR OPINION

In formulating our opinion to the Independent Board Committee and the Independent Shareholders, we have relied on the statements, information, opinions and representations contained or referred to in the Circular and the information and representations as provided to us by the Directors. We have assumed that all information and representations that have been provided by the Directors, for which they are solely and wholly responsible, are true and accurate at the time when they were made and continue to be so as at the Latest Practicable Date. We have also assumed that all statements of belief, opinion, expectation and intention made by the Directors in the Circular were reasonably made after due enquiry and careful consideration. We have no reason to suspect that any material facts or information have been withheld or to doubt the truth, accuracy and completeness of the information and facts contained in the Circular, or the reasonableness of the opinions expressed by the Company, its advisers and/or the Directors, which have been provided to us. We consider that we have taken sufficient and necessary steps on which to form a reasonable basis and an informed view for our opinion in compliance with Rule 13.80 of the Listing Rules.

The Directors have collectively and individually accepted full responsibility for the accuracy of the information contained in the Circular and have confirmed, having made all reasonable enquiries, which to the best of their knowledge and belief, that there are no other facts the omission of which would make any statement in the Circular misleading.

We consider that we have been provided with sufficient information to reach an informed view and to provide a reasonable basis for our opinion. We have not, however, conducted any independent in-depth investigation into the business and affairs of the Company, CIMC Group, CIMC HK, CIMC Offshore Holdings Limited, CIMC Raffles or their respective subsidiaries or associates, nor have we considered the taxation implication on the Group or the Shareholders as a result of the Transaction. Our opinion is necessarily based on the financial, economic, market and other conditions in effect and the information made available to us as at the Latest Practicable Date. Shareholders should note that subsequent developments (including any material change in market and economic conditions) may affect and/or change our opinion and we have no obligation to update this opinion to take into account events occurring after the Latest Practicable Date or to update, revise or reaffirm our opinion. Nothing contained in this letter should be construed as a recommendation to hold, sell or buy any Shares or any other securities of the Company.

Lastly, where information in this letter has been extracted from published or otherwise publicly available sources, the sole responsibility of Guangdong Securities is to ensure that such information has been correctly extracted from the relevant sources.

12

LETTER FROM GUANGDONG SECURITIES

PRINCIPAL FACTORS AND REASONS CONSIDERED

In arriving at our opinion in respect of the Transaction and the Annual Caps, we have taken into consideration the following principal factors and reasons:

(1) Background of the Transaction

Business overview of the Group

With reference to the Board Letter, the Company is a global product and service provider serving both the offshore and land drilling rig industry worldwide. The principal activities of the Group are the construction, manufacturing and trading of rig products and technology (including rig electrical control system and other rig equipment), oilfield expendables and supplies, provision of rig turnkey solutions and engineering services.

Set out below are the audited operating results of the Group for the three years ended 31 December 2011 as extracted from the Company’s annual report for the year ended 31 December 2011 (the “ 2011 Annual Report ”) and its annual report for the year ended 31 December 2010 (the “ 2010 Annual Report ”) respectively:

		For the	For the	For the	Year on year
		year ended	year ended	year ended	change from
	31	December 2011	31 December 2010	31 December 2009	2010 to 2011
		USD’000	USD’000	USD’000	%
Turnover
– Capital equipment
and packages_(Note)_		89,162	110,596	96,074	(19.38)
– Oilfield expendables
and supplies		25,953	22,011	11,539	17.91
– Engineering services		23,301	10,848	5,229	114.80
Total		138,416	143,455	112,842	(3.51)
Gross profit		52,300	52,266	21,264	0.07
Profit attributable to
equity shareholders
of the Company		3,472	13,571	(10,238) (74.42)

Note: The rig products and technology segment and the rig turnkey solutions segment in the 2010 Annual Report are combined as the capital equipment and packages segment in the 2011 Annual Report.

From the above table, we noted that the turnover of the Group for the year ended 31 December 2011 decreased by approximately 3.51% as compared to the prior year. As advised by the Directors, such decrease was mainly due to lower number of new projects for the capital equipment and packages segment starting in the year 2011 whilst ongoing projects progressed close to completion where the rate of

13

LETTER FROM GUANGDONG SECURITIES

completion would typically decrease. As the Group secured two drilling package contracts close to the end of the year 2011, the Directors are optimistic on the revenue to be generated from the capital equipment and packages segment.

Although the turnover attributable to the capital equipment and packages segment decreased in the year ended 31 December 2011, we noted that this segment remained to be a significant source of revenue for the Group by contributing approximately 64.4% of the total turnover for the year ended 31 December 2011. In addition, we were advised by the Directors that the two factors that drive offshore rig activity are new discoveries and oil prices. Given the generally raising oil price since 2009, the Directors anticipate that the favourable oil price conductive to more drilling activities and the great demand from emerging countries will stimulate an increase in capital equipment expenditures globally.

Information on CIMC Raffles

As extracted from the Board Letter, CIMC Raffles is a limited liability company incorporated in Singapore. The CIMC Raffles Group operates offshore shipyard in the PRC and designs and builds facilities for the offshore oil and gas and the international marine industry. The CIMC Raffles Group also produces a wide range of offshore marine facilities, including but not limited to different types of rigs and vessels.

Reasons for the Transaction

According to the Board Letter, the Directors expected that the Transaction will provide a stable source of revenue to the Group in the future, which is in line with the Company’s long-term strategy of becoming a cost competitive provider of integrated solutions to the oil and gas drilling industry.

We have further enquired into the Directors regarding the reasons for the Transaction and were advised by the Directors that the Group has been selling the Products to the CIMC Raffles Group since July 2007. Under the Old Master Agreement, the Group entered into capital equipment and packages supply contracts with the CIMC Raffles Group for the two years ended 31 December 2010 and 31 December 2011. Those capital equipment and packages contracts covered the supply of the Products with total contract values of approximately USD38.5 million (equivalent to approximately HK$300.3 million) for the year ended 31 December 2010 and approximately USD66.5 million (equivalent to approximately HK$518.7 million) for the year ended 31 December 2011. On 10 January 2012, the Group also transacted the Contract Variation Order with the CIMC Raffles Group. The Contract Variation Order was related to the supply of a submersible pump valued at USD125,000 (equivalent to approximately HK$975,000). Given the prolonged business relationship between the Company and CIMC Raffles and the substantial continuing demand for the Products from the CIMC Raffles Group, the Directors are of the view that it is beneficial for the Company to maintain this continuing and stable business relationship with CIMC Raffles so as to secure a steady and significant source of revenue.

Having considered that (i) it is the Group’s strategy to become a cost competitive provider of integrated solutions to the oil and gas drilling industry; (ii) CIMC Raffles has maintained a prolonged and stable business relationship with the Company and will be a repeated purchaser of the Products; and (iii) the Transaction will likely to provide a stable source of revenue to the Group as represented by the

14

LETTER FROM GUANGDONG SECURITIES

Directors, we concur with the Directors that it would be beneficial for the Company to enter into the New Master Agreement with CIMC Raffles and to carry out the Transaction. For this reason, we consider that the Transaction is in the interests of the Company and the Shareholders as a whole.

(2) Principal terms of the New Master Agreement

The following table tabulates a summary of the major terms of the New Master Agreement (details of which are contained under the section headed “Terms of the New Master Agreement” of the Board Letter):

Date: 24 April 2012 Effective period: from the Commencement Date to 31 December 2014 (both days inclusive) Seller: the Company Buyer: CIMC Raffles Nature of transaction: Pursuant to the New Master Agreement, the Company agreed to sell and CIMC Raffles agreed to purchase the Products (which include the Equipment and the Turnkey Project(s)). It is agreed that each sale and purchase of the Equipment and the Turnkey Project(s) will be performed by the respective subsidiaries of the Company and CIMC Raffles under separate contracts in accordance with the terms and conditions of the New Master Agreement.

Annual Caps: The Annual Caps under the New Master Agreement for each of the three years ending 31 December 2014 are USD200 million (equivalent to approximately HK$1,560 million).

Basis of the Annual Caps: The Annual Caps were determined by the Company after taking into account of (i) the historical supply of the Products to the CIMC Raffles Group for the two years ended 31 December 2011; (ii) the estimated demand for the Products by the CIMC Raffles Group from the Commencement Date to 31 December 2014; and (iii) the expected selling price of the Products from the Commencement Date to 31 December 2014.

Pursuant to the terms of the New Master Agreement, the Transaction shall be conducted on normal commercial terms, in particular: (i) the Transaction will be on terms no less favourable to the Company than terms available to or from (as appropriate) independent third parties to the Company; (ii) the Transaction will be conducted in the ordinary and usual course of business of the Company and after arm’s length negotiations; and (iii) the Transaction will not exceed the Annual Caps for the period from the Commencement Date to 31 December 2014.

15

LETTER FROM GUANGDONG SECURITIES

For our due diligence purpose, we have reviewed (i) the separate capital equipment and packages supply contracts entered into among subsidiaries of the Company and CIMC Raffles under the Old Master Agreement; and (ii) the contracts entered into among subsidiaries of the Company and independent third parties to the Group for the sale and purchase of similar products of the Group. We noted that the aforesaid contracts contain similar terms and clauses.

Based on the terms of the New Master Agreement as summarised above, in particular that the Transaction will be conducted on normal commercial terms and will be on terms no less favourable to the Company than terms available to or from (as appropriate) independent third parties to the Company, we are of the view that the terms of the New Master Agreement are fair and reasonable so far as the Independent Shareholders are concerned.

(3) Basis of the proposed Annual Caps

From the Board Letter and as outlined in the previous section, the Annual Caps were determined by the Company after taking into account of (i) the historical supply of the Products to the CIMC Raffles Group for the two years ended 31 December 2011; (ii) the estimated demand for the Products by the CIMC Raffles Group from the Commencement Date to 31 December 2014; and (iii) the expected selling price of the Products from the Commencement Date to 31 December 2014.

In assessing the fairness and reasonableness of the Annual Caps, we have discussed with the Directors regarding the bases and assumptions underlying the projections of the estimated demand for and the expected selling price of the Products. In this respect, the Directors confirmed that the Group’s plans to sell the Products to the CIMC Raffles Group for the three years ending 31 December 2014 were under negotiation between the Group and the CIMC Raffles Group. For our due diligence purpose, we have requested the Company for the relevant indication of demand for the Products by the CIMC Raffles Group for the period from the Commencement Date to 31 December 2014 and we have obtained a written indication from the CIMC Raffles Group regarding its expected demand and price for the Products from the Commencement Date to 31 December 2014. In addition to the aforesaid written indication, the Directors advised us that the senior management of the CIMC Raffles Group had verbally communicated with the Group regarding its expected demand for the Products from the Commencement Date to 31 December 2014 and no other written documentation was available for these conversations as at the Latest Practicable Date.

As for the expected selling price of the Products from the Commencement Date to 31 December 2014, upon our enquiry, the Directors advised us that the price of the Products will be based on the prevailing competitive prices for the Products and the commercial proposal on the gross profit margin internally required by the Group when separate contracts are entered into by the respective subsidiaries of the Company and CIMC Raffles, and such method is how the Group would normally use to determine the selling price of its products (including those the Group sells to the independent third parties to the Group). For our due diligence purpose, we have requested the Company to provide us with the relevant costs of each of the major Products and the commercial proposal on the gross profit margin internally required by the Group.

As advised by the Directors, there may or may not be material increase in the expected selling price of the Products subject to the then market condition when separate contracts are to be entered into among respective subsidiaries of the Company and CIMC Raffles for each sale and purchase of the Products.

16

LETTER FROM GUANGDONG SECURITIES

Although the annual caps under the Old Master Agreement has not been fully utilised for each of the two years ended 31 December 2011, the Directors advised us that the senior management of the CIMC Raffles Group had verbally communicated with the Group regarding its expected demand for the Products from the Commencement Date to 31 December 2014.

In view of the aforementioned bases and assumptions of determining the Annual Caps by referencing to the estimated demand for and expected selling price of the Products, we consider that the Annual Caps are fair and reasonable so far as the Independent Shareholders are concerned.

(4) Listing Rules implication

The Directors confirmed that the Company shall comply with the requirements of Rules 14A.37 to 14A.41 of the Listing Rules pursuant to which (i) the values of the Transaction must be restricted by the Annual Caps for the three years ending 31 December 2014; (ii) the terms of the New Master Agreement (including the Annual Caps) must be reviewed by the independent non-executive Directors annually; and (iii) details of the independent non-executive Directors’ annual review on the terms of the New Master Agreement (including the Annual Caps) must be included in the Company’s subsequent published annual reports and financial accounts. Furthermore, it is also required by the Listing Rules that the auditors of the Company must provide a letter to the Board confirming, among other things, that the Transaction is carried out in accordance with the pricing policies of the Company, and the Annual Caps are not being exceeded. In the event that the total amounts of the Transaction exceed the Annual Caps, or that there is any material amendment to the terms of the New Master Agreement, the Company, as confirmed by the Directors, shall comply with the applicable provisions of the Listing Rules governing continuing connected transactions.

With the stipulation of the above requirements for continuing connected transactions pursuant to the Listing Rules, we are of the view that there are adequate measures in place to monitor the Transaction (including the Annual Caps) and hence the interest of the Independent Shareholders would be safeguarded.

RECOMMENDATION

Having taken into account the above factors and reasons, we are of the opinion that (i) the terms of the New Master Agreement (including the Annual Caps) are on normal commercial terms and are fair and reasonable so far as the Independent Shareholders are concerned; (ii) the Transaction is in the interests of the Company and the Shareholders as a whole. Accordingly, we recommend the Independent Board Committee to advise the Independent Shareholders to vote in favour of the relevant resolution to be proposed at the EGM to approve the New Master Agreement and the transactions contemplated thereunder and we recommend the Independent Shareholders to vote in favour of the resolution in this regard.

Yours faithfully, For and on behalf of

Guangdong Securities Limited Graham Lam

Managing Director

17

GENERAL INFORMATION

APPENDIX

1. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

2. DISCLOSURE OF INTERESTS

(I) Directors and Chief Executive of the Company

As at the Latest Practicable Date, the interests or short position of the Directors and the chief executive of the Company and each of their respective associates, in the Shares, underlying Shares and debentures of the Company or any associated corporations (within the meaning of Part XV of the SFO) which are required (a) to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short positions in which they are deemed or taken to have under such provisions of the SFO); or (b) pursuant to Section 352 of the SFO, to be entered in the register referred to therein; or (c) pursuant to the Model Code for Securities Transactions by Directors of Listed Companies contained in the Listing Rules to be notified to the Company and the Stock Exchange, were as follows:

						Number of
						underlying
						Shares
						(in respect
						of share
						options	Approximate
						granted	percentage
						under the	of the
	Number of issued ordinary		Shares of HK$0.10 each in the Company			refreshment	Company’s
	Personal	Family	Corporate	Other		of the Post-	issued
Name of Shareholder	interests	interests	interests	interests	Total	IPO Scheme)	share capital
Mr. Zhang Menggui_(Note 1)_	4,056,000	–	106,871,200	–	110,927,200	600,000	16.35%
Mr. Jiang Bing Hua_(Note 1)_	4,056,000	–	106,871,200	–	110,927,200	600,000	16.35%
Mr. Jiang Longsheng	–	–	–	–	–	400,000	0.06%
Mr. Brian Chang_(Note 2)_	–	–	66,072,800	–	66,072,800		9.69%
Mr. Chan Ngai Sang, Kenny	–	–	–	–	–	500,000	0.07%
Mr. Bian Junjiang	–	–	–	–	–	350,000	0.05%
Mr. Guan Zhichuan	120,000	–	–	–	120,000	180,000	0.04%

18

GENERAL INFORMATION

APPENDIX

Notes:

• (1) Global Energy Investors, LLC. is the beneficial owner of 106,871,200 Shares. The entire share capital of Global Energy Investors, LLC. is beneficially owned as to 50% each by Mr. Zhang Menggui and Mr. Jiang Bing Hua, both are the executive Directors. Accordingly, both Mr. Zhang Menggui and Mr. Jiang Bing Hua are deemed to be interested in the 106,871,200 Shares beneficially owned by Global Energy Investors, LLC. under Part XV of the SFO.

• (2) Mr. Brian Chang indirectly holds 16,072,800 Shares and 50,000,000 Shares through Asian Infrastructure Limited and Windmere International Limited respectively which are his wholly-owned companies. Accordingly, he is deemed to be interested in the Shares held by Asian Infrastructure Limited and Windmere International Limited under Part XV of the SFO.

Other than as disclosed above, none of the Directors or the chief executive of the Company or their respective associates had any interests or short positions in any Shares, underlying Shares or debentures of the Company or any of its associated corporations as at the Latest Practicable Date.

(II) Substantial Shareholders

So far as is known to the Directors and the chief executive of the Company, as at the Latest Practicable Date, the following persons (other than a Director or chief executive of the Company) had an interest or short position in the Shares and underlying Shares which fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or who are, directly or indirectly interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at a general meeting of any member of the Group, or held any option in respect of such capital:

			Approximate %
			of the
		Number of	Company’s
	Capacity and nature	Shares/underlying	issued
Name of Shareholder	of interest	Shares held	share capital
Madam Chen Fengying	Interest of the spouse	110,927,200 Shares	16.35%
(Note 1)		and 600,000
		share options
Madam Zhang Jiuli	Interest of the spouse	110,927,200 Shares	16.35%
(Note 2)		and 600,000
		share options
Global Energy Investors,	Corporate	106,871,200 Shares	15.67%
LLC.(Note 3)
Windmere International	Corporate	50,000,000 Shares	7.33%
Limited_(Note 4)_
CIMC Group_(Note 5)_	Corporate	92,800,000 Shares	13.61%
CIMC HK_(Note 5)_	Corporate	92,800,000 Shares	13.61%
Harmony Master Fund	Corporate	34,094,800 Shares	5.00%
(Note 6)

19

GENERAL INFORMATION

APPENDIX

Notes:

• (1) These interests represent the same block of Shares and share options held by Mr. Zhang Menggui, an executive Director, as shown in the above section headed “Directors and Chief Executive of the Company”. Since Madam Chen Fengying is the spouse of Mr. Zhang Menggui, she is deemed to be interested in the Shares and share options held by him under Part XV of the SFO.

• (2) These interests represent the same block of Shares and share options held by Mr. Jiang Bing Hua, an executive Director, as shown in the above section headed “Directors and Chief Executive of the Company”. Since Madam Zhang Jiuli is the spouse of Mr. Jiang Bing Hua, she is deemed to be interested in the Shares and share options held by him under Part XV of the SFO.

• (3) This interest represents the same block of corporate interest held by Mr. Zhang Menggui and Mr. Jiang Bing Hua, both being executive Directors and directors of Global Energy Investors, LLC., as shown in the above section headed “Directors and Chief Executive of the Company”.

• (4) Mr. Brian Chang, a non-executive Director and a director of Windmere International Limited, indirectly holds 16,072,800 Shares and 50,000,000 Shares through Asian Infrastructure Limited and Windmere International Limited respectively which are his wholly-owned companies. Accordingly, he is deemed to be interested in the Shares held by Asian Infrastructure Limited and Windmere International Limited under Part XV of the SFO. Mr. Brian Chang is shown in the above section headed “Directors and Chief Executive of the Company”.

• (5) Mr. Yu Yuqun is a non-executive Director and a secretary to the board of CIMC Group. CIMC HK is the beneficial owner of 92,800,000 Shares. CIMC HK is a wholly-owned subsidiary of CIMC Group. Therefore, CIMC Group is deemed to be interested in the 92,800,000 Shares held by CIMC HK under Part XV of the SFO.

• (6) Harmony Master Fund (“ Harmony Fund ”) is a long-only equity fund registered in the Cayman Islands. Harmony Fund is managed by DM Fund Management Limited, a company registered in the Cayman Islands and a subsidiary of DM Capital Limited, a company incorporated in the British Virgin Islands. DM Capital Limited is principally engaged in equity research and investment, venture investment and merger & acquisition advisory with offices located in the PRC, Hong Kong and New York.

3. SERVICE CONTRACT

As at the Latest Practicable Date, none of the Directors nor proposed Directors had any existing or proposed service contracts with any member of the Group which will not expire or is not determinable by the Company within one year without payment of compensation (other than statutory compensation).

4. DIRECTORS’ INTERESTS IN THE GROUP’S ASSETS OR CONTRACTS OR ARRANGEMENT SIGNIFICANT TO THE GROUP

As at the Latest Practicable Date, none of the Directors, directly or indirectly, had any interest in any assets which had since 31 December 2011 (being the date to which the latest published audited financial statements of the Group were made up) been acquired or disposed of by or leased to any member of the Group, or were proposed to be acquired or disposed of by or leased to any member of the Group.

As at the Latest Practicable Date, there was no contract or arrangement subsisting in which any Director was materially interested, directly or indirectly, and which was significant in relation to the business of the Group.

5. MATERIAL ADVERSE CHANGE

As at the Latest Practicable Date, the Directors were not aware of any material adverse change in the financial or trading position of the Group since 31 December 2011, being the date to which the latest published consolidated audited financial statements of the Group were made up.

20

GENERAL INFORMATION

APPENDIX

6. COMPETING INTEREST

As at the Latest Practicable Date, none of the Directors and their respective associates had any direct or indirect interest in a business which competes or may compete with the business of the Group (as would be required to be disclosed under Rule 8.10 of the Listing Rules if each of them was a controlling shareholder).

7. EXPERT AND CONSENT

The following is the qualification of the expert who has given its advice and recommendation which are included in this circular:

Name Qualification Guangdong Securities Limited a licensed corporation to carry out type 1 (dealing in securities), type 2 (dealing in futures contracts), type 4 (advising on securities), type 6 (advising on corporate finance) and type 9 (asset management) regulated activities under the SFO

Guangdong Securities has given and has not withdrawn its written consent to the issue of this circular with the inclusion of its letter and/or reference to its name or opinion in the form and context in which it appears.

As at the Latest Practicable Date, Guangdong Securities was not beneficially interested in the share capital of any member of the Group nor did it have any right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group.

As at the Latest Practicable Date, Guangdong Securities did not, directly or indirectly, had any interest in any assets which had since 31 December 2011 (being the date to which the latest published audited financial statements of the Group were made up) been acquired or disposed of by or leased to any member of the Group, or are proposed to be acquired or disposed of by or leased to any member of the Group.

21

GENERAL INFORMATION

APPENDIX

8. GENERAL

• (a) The registered address of the Company is at Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman, KY1-1111, Cayman Islands.

• (b) The head office and principal place of business of the Company in Hong Kong is at Unit 910, 9/F., China Merchants Tower, Shun Tak Centre, 200 Connaught Road Central, Hong Kong.

• (c) The share registrar and transfer agent of the Company in Hong Kong is Tricor Investor Services Limited, at 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong.

• (d) The company secretary of the Company is Ms. Cheung Wai Sze, Candy. Ms. Cheung graduated from Curtin University of Technology, Australia with a bachelor degree in commerce and obtained her master degree in professional accounting and information systems from City University of Hong Kong. She is an associate member of both The Institute Chartered Secretaries and Administrators and The Hong Kong Institute of Chartered Secretaries. Ms. Cheung has over 11 years of company secretarial and corporate affairs experience.

• (e) In the event of any inconsistency, the English text of this circular shall prevail over the Chinese text.

9. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection during normal business hours at the principal place of business of the Company in Hong Kong at Unit 910, 9/F., China Merchants Tower, Shun Tak Centre, 200 Connaught Road Central, Hong Kong from the date of this circular up to and including the date of the EGM:

• (i) the memorandum of association and articles of association of the Company;

• (ii) the New Master Agreement;

• (iii) the annual report of the Company for the two financial years ended 31 December 2011 and 2010;

• (iv) the written consent as referred to in the paragraph under the heading “Expert and consent” in this appendix;

• (v) the letter from the Independent Board Committee as set out on page 10 of this circular;

• (vi) the letter from Guangdong Securities as set out from pages 11 to 17 of this circular; and

• (vii) this circular.

22

NOTICE OF EGM

==> picture [41 x 44] intentionally omitted <==

TSC Group Holdings 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 Group Holdings Limited (the “ Company ”) will be held at Salon Room I, 5/F., Harbour Grand Hong Kong, 23 Oil Street, North Point, Hong Kong on Monday, 4 June 2012 at 11:00 a.m., for the purpose of considering and, if thought fit, passing, with or without modification, the following resolution as an ordinary resolution of the Company:

ORDINARY RESOLUTION

• (a) “ THAT the new master agreement dated 24 April 2012 (the “ New Master Agreement ”), a copy of which has been produced to this meeting marked “A” and signed by the chairman of the Meeting for the purposes of identification, and the terms and conditions thereof and its proposed annual cap amounts and the transactions contemplated thereunder and the implementation thereof be and are hereby confirmed, ratified and approved.”

• (b) “ THAT any one of the directors be authorised for and on behalf of the Company, among other matters, to sign, seal, execute, perfect, deliver or to authorise signing, executing, perfecting and delivering all such documents and deeds, to do or authorise doing all such acts, matters and things as they may in their discretion consider necessary, expedient or desirable to give effect to and implement the New Master Agreement and to waive compliance from or make and agree such variations of a non-material nature to any of the terms of the New Master Agreement as they may in their discretion consider to be desirable and in the interests of the Company and all the director’s acts as aforesaid be hereby confirmed, ratified and approved.”

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

Hong Kong, 14 May 2012

23

NOTICE OF EGM

Notes:

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 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 the holding of the Meeting or any adjourned meeting.

3. Completion and delivery of the form of proxy will not preclude a member from attending and voting in person at the Meeting if the member so desires and in such event, the instrument appointing a proxy shall be deemed to be revoked.

4. Where there are joint holders of any share, any one of such persons may vote at any meeting, either in person or by proxy, in respect of such share as if he was solely entitled thereto; but if more than one of such joint holders be present at any 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, and for this purpose seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holding.

5. Shareholders are advised to read the circular to the shareholders of the Company dated 14 May 2012 which contains information concerning the resolution(s) to be proposed in this notice.

24