CM Energy Tech Co., Ltd. — Proxy Solicitation & Information Statement 2016

Apr 7, 2016

THIS CIRCULAR IS IMPORTANT AND REQUIRES OUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a licensed securities dealer or other registered dealer 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, together with the enclosed form of proxy to the purchaser(s) or transferee(s) or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

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)

PROPOSALS INVOLVING ADOPTION OF SHARE AWARD INCENTIVE SCHEME AND GRANT OF SCHEME MANDATE, GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE SHARES, PROPOSED RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of the Company to be held at Falcon Room 1, Basement, Gloucester Luk Kwok, 72 Gloucester Road, Wanchai, Hong Kong on Friday, 27 May 2016 at 10:00 a.m. or any adjournment thereof is set out on pages 30 to 34 of this circular. A form of proxy for use at the annual general meeting of the Company or any adjournment thereof is enclosed. Whether or not you propose to attend the annual general meeting, you are requested to complete the enclosed 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 03, 19/F, Bangkok Bank Building, No. 18 Bonham Strand West, Sheung Wan, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the annual general meeting or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the annual general meeting or any adjournment thereof should you so wish.

8 April 2016

CONTENTS

		Page
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		6
Appendix I	– Principal Terms of the Share Award Incentive Scheme
	and the Scheme Mandate . . . . . . . . . . . . . . . . . . . . . . . . .	10
Appendix II	– Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . .	22
Appendix III	– Details of Directors Proposed For Re-election . . . . . . . . .	27
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		30

– i –

DEFINITIONS

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

• “Actual Selling Price”

the actual price at which the Award Shares are sold (net of brokerage, Stock Exchange trading fee, the Securities and Futures Commission of Hong Kong transaction levy and any other applicable costs) on vesting of an Award pursuant to the Share Award Incentive Scheme or in the case of a vesting when there is an event of change in control or privatisation of the Company, the consideration receivable under the related scheme or offer

• “Adoption Date”

• the date on which the Share Award Incentive Scheme is adopted by the Shareholders at the coming AGM

• “Affiliate”

• means a company that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the Company and includes any company which is (a) the holding company of the Company; or (b) a subsidiary of holding company of the Company; or (c) a subsidiary of the Company; or (d) a fellow subsidiary of the Company; or (e) the controlling shareholder of the Company; or (f) a company controlled by the controlling shareholder of the Company; or (g) a company controlled by the Company; or (h) an associated company of the holding company of the Company; or (i) an associated company of the Company; or (j) associated company of controlling shareholder of the Company

• “AGM”

the annual general meeting of the Company to be held at Falcon Room 1, Basement, Gloucester Luk Kwok, 72 Gloucester Road, Wanchai, Hong Kong on Friday, 27 May 2016 at 10:00 a.m. or any adjournment thereof

• “Articles of Association”

• the articles of association of the Company as amended from time to time

• ”associate”

• has the meaning set out in the Listing Rules

– 1 –

DEFINITIONS

• “Award”

• “Award Letter”

• “Award Period”

• “Award Shares”

• “Board”

• “business day”

• “Company”

• “connected person”

• “control” and “controlling shareholder”

• “Director(s)”

• “Eligible Person”

• an award granted by the Board to a Selected Participant, which may vest in the form of Award Shares or the Actual Selling Price of the Award Shares in cash, as the Board may determine in accordance with the terms of the Scheme Rules

• the letter issued by the Company to each Selected Participant in such form as determined from time to time by the Board, specifying the date on which the grant of an Award is made to a Selected Participant (being the date of the Award Letter), the number of Award Shares, the vesting criteria and conditions, the Vesting Date and such other details as they may consider necessary

• the period commencing on the Adoption Date, and ending on the Business Day immediately prior to the tenth (10th) anniversary of the Adoption Date

• the Shares granted under the Share Award Incentive Scheme to a Selected Participant in an Award

• the board of Directors

• any day on which the Stock Exchange is open for the business of dealing in securities

• TSC Group Holdings Limited, a company incorporated in the Cayman Islands with limited liability and the shares of which are listed on main board of the Stock Exchange

• has the meaning set out in the Listing Rules

• shall have the same meanings as set out in the Code on Takeovers and Mergers and the Listing Rules respectively

• the director(s) of the Company for the time being

• any individual, being an Employee, officer, consultant or advisor of any member of the Group or any Affiliate who is not a connected person of the Company and who the Board considers, in its sole discretion, to have contributed or will contribute to the Group

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DEFINITIONS

• “Employee”

• any employee (whether full-time or part-time employee) of any members of the Group or any Affiliate, who is not a connected person of the Company and, provided that an employee shall not cease to be an Employee in the case of (a) any leave of absence approved by the Company or the relevant Affiliate; or (b) transfer among the Company and any Affiliates or any successor, and provided further that an Employee shall, for the avoidance of doubt, cease to be an Employee with effect from (and including) the date of termination of his or her employment

• “Grant Date”

• the date on which the grant of an Award is made to a Selected Participant, being the date of an Award Letter

• “Group”

• the Company and its subsidiaries

• “Hong Kong”

• the Hong Kong Special Administrative Region of the PRC

• “Issue Mandate” the mandate to allot and issue Shares as set out in the notice convening the AGM as set out at the end of this circular

• “Latest Practicable Date”

• 31 March 2016, being the latest practicable date prior to the printing of this circular

• “Listing Rules”

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

• “PRC”

• The People’s Republic of China

• “Related Income”

• all or such portion of cash income derived from the Award Shares (i.e., cash dividends declared and paid on the Award Shares) as may be determined by the Board from time to time (excluding any interest earned on such cash income) and held on Trust for the benefit of the Selected Participant

• “Repurchase Mandate”

the mandate to repurchase Shares as set out in the notice convening the AGM as set out at the end of this circular, in respect of which an explanatory statement is set out in Appendix I to this circular

– 3 –

DEFINITIONS

• “Returned Shares”

• “Scheme Mandate”

• “Scheme Rules”

• “Selected Participant”

• “SFO”

• “Share(s)”

• “Share Award Incentive Scheme”

• “Shareholder(s)”

• “Stock Exchange”

• “Takeovers Code”

• such Award Shares that are not vested and/or are forfeited in accordance with the terms of the Share Award Incentive Scheme, or such Shares being deemed to be Returned Shares under the Scheme Rules, in each case such shares to be held by the Trustee to be applied towards future Awards in accordance with the provisions of the Scheme Rules for the purpose of the Share Award Incentive Scheme

• a mandate to be granted to the Directors at the AGM to allot and issue up to 3% of the total number of issued Shares as at the date of passing such resolution, details of which are set out in Appendix I of this circular

• the rules relating to the Share Award Incentive Scheme, the principal terms of which are further described in Appendix I of this circular

• any Eligible Person approved for participation in the Share Award Incentive Scheme and who has been granted an Award pursuant to the Share Award Incentive Scheme

• the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

• the ordinary share(s) of HK$0.10 each in the share capital of the Company

• the share award incentive scheme proposed to be adopted by the Company in accordance with the Scheme Rules, which is a separte scheme from the share award plan adopted by the Company on 16 January 2015

• the registered holder(s) of the Shares

• The Stock Exchange of Hong Kong Limited

• the Codes on Takeovers and Mergers and Share Repurchases issued by the Hong Kong Securities and Futures Commission

– 4 –

DEFINITIONS

“Trust” the trust constituted by the trust deed, to be entered into between the Company and the Trustee, to service the Share Award Incentive Scheme

“Trustee” the trustee to be appointed by the Company for the purpose of the Trust

“Vesting Date” the date or dates, as determined from time to time by the Board, on which the Award (or part thereof) is to vest in the relevant Selected Participant as set out in the relevant Award Letter, unless a different Vesting Date is deemed to occur in accordance with the Scheme Rules

• “HK$” Hong Kong dollar(s), the lawful currency of Hong Kong

• “%” per cent

– 5 –

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, Morgan

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 03, 19/F Bangkok Bank Building No. 18 Bonham Strand West Sheung Wan Hong Kong 8 April 2016

To the Shareholders

Dear Sir or Madam,

PROPOSALS INVOLVING ADOPTION OF SHARE AWARD INCENTIVE SCHEME AND GRANT OF SCHEME MANDATE, GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE SHARES, PROPOSED RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide the Shareholders with information regarding, among other things, the ordinary resolutions (i) to adopt the Share Award Incentive Scheme and to grant the Scheme Mandate to issue Award Shares; (ii) to grant to the Directors the Issue Mandate and the Repurchase Mandate; and (iii) to re-elect retiring Directors (collectively, the ”Ordinary Resolutions”) to be proposed at the AGM so as to enable the Shareholders to make an informed decision on whether to vote for or against the Ordinary Resolutions.

– 6 –

LETTER FROM THE BOARD

A notice convening the AGM setting out the details of the Ordinary Resolutions to be proposed therein is set out on pages 30 to 34 of this circular.

ADOPTION OF SHARE AWARD INCENTIVE SCHEME AND GRANT OF SCHEME MANDATE

As disclosed in the announcement of the Company dated 7 April 2016, the Board has conditionally resolved to adopt the Share Award Incentive Scheme subject to (i) the approval by the Shareholders of the Share Award Incentive Scheme and the Scheme Mandate and (ii) the Listing Committee of the Stock Exchange granting the approval for the listing of, and permission to deal in, up to 3% of the total number of issued Shares as at the Adoption Date which may be granted under the Share Award Incentive Scheme. The Share Award Incentive Scheme is a separate scheme from the share award plan adopted by the Company on 16 January 2015, which is specifically for granting share awards sourced from existing shares purchased from the stock market. The Share Award Incentive Scheme will give the Company flexibility in granting Awards of new shares.

On the assumption that all the Awards granted under the Share Award Incentive Scheme shall be satisfied by the allotment and issue of new Shares by the Company, an ordinary resolution will be proposed at the AGM for the Share Award Incentive Scheme to be adopted by the Company in accordance with the Scheme Rules and to grant a mandate to the Directors to allot and issue up to not more than 3% of the total number of issued Shares as at the date of passing such resolution, in connection with the Share Award Incentive Scheme (subject to adjustment in the event of sub-division or consolidation of Shares in accordance with the rules of the Share Award Incentive Scheme) (i.e. the Scheme Mandate).

As at the Latest Practicable Date, there are over 900 Eligible Persons under the Share Award Incentive Scheme. Given the number of Eligible Persons, the Directors consider that the Share Award Incentive Scheme is established for a wide scope of participants.

Principal terms of the Share Award Incentive Scheme and further information in connection with the Scheme Mandate are set out in Appendix I of this circular.

So far as the Directors are aware of, as at the Latest Practicable Date, none of the Shareholders is required to abstain from voting for the ordinary resolution to approve the adoption of the Share Award Incentive Scheme and the Scheme Mandate.

GENERAL MANDATE TO REPURCHASE SHARES

At the AGM, an ordinary resolution will be proposed to grant the Directors the Repurchase Mandate to exercise all powers of the Company to repurchase the Shares. Shareholders should note that the maximum number of Shares that may be repurchased is up to 10% of the aggregate nominal amount of the share capital of the Company in issue at the date of passing such resolution. The Repurchase Mandate will remain in effect until the earliest of (i) the conclusion of the next annual general meeting; (ii) the date by which the next annual general meeting of the Company is required to be held by the Articles of Association or any applicable laws of the Cayman Islands; and (iii) the date on which an ordinary resolution by the Shareholders in general meeting revoking or varying the authority given to the Directors is passed.

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LETTER FROM THE BOARD

Appendix II to this circular sets out the explanatory statement which is required by the Listing Rules to be sent to the Shareholders in connection with the proposed Repurchase Mandate. The explanatory statement contains all the information reasonably necessary to enable the Shareholders to make an informed decision as to whether to vote for or against the resolutions to grant to the Directors the Repurchase Mandate.

GENERAL MANDATE TO ISSUE SHARES

At the AGM, an ordinary resolution will be proposed to grant the Directors the Issue Mandate to exercise the power of the Company to allot, issue and otherwise deal with additional Shares up to a maximum of 20% of the issued share capital of the Company at the date of passing such resolution. In addition, conditional upon the proposed resolution to grant to the Directors the Repurchase Mandate being passed, an ordinary resolution will be proposed to authorise the Directors to allot, issue and otherwise deal with new Shares up to an amount equivalent to the aggregate nominal amount of the Shares repurchased by the Company pursuant to the Repurchase Mandate.

The Issue Mandate will remain in effect until the earliest of (i) the conclusion of the next annual general meeting of the Company; (ii) the date by which the next annual general meeting of the Company is required to be held by the Articles of Association, or any applicable laws of the Cayman Islands; and (iii) the date on which an ordinary resolution by the Shareholders in general meeting revoking or varying the authority given to the Directors is passed.

PROPOSED RE-ELECTION OF DIRECTORS

Pursuant to Articles 87 of the Articles of Association, Mr. Jiang Longsheng, Mr. Brian Chang and Mr. Robert William Fogal Jr. shall retire from office by rotation at the AGM and, being eligible, offer themselves for re-election at the AGM.

The biographical details of the Directors proposed to be re-elected at the AGM are set out in Appendix III to this circular.

AGM

The notice convening the AGM at which the ordinary resolutions will be proposed to approve the Issue Mandate, the Repurchase Mandate and the re-election of retiring Directors are set out on pages 30 to 34 of this circular.

A form of proxy for the AGM is enclosed. Whether you intend to attend the AGM or not, you are requested to complete the 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 03, 19/F, Bangkok Bank Building, No. 18 Bonham Strand West, Sheung Wan, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding of the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting at the AGM or any adjournment thereof in person if you so wish.

– 8 –

LETTER FROM THE BOARD

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll. As such, all resolutions proposed at the AGM shall be voted by poll. The results of the poll will be announced by the Company in the manner prescribed by the Listing Rules.

RECOMMENDATION

The Directors are of the opinion that the proposals in relation to the Issue Mandate, the Repurchase Mandate and re-election of Directors referred to in this circular are in the best interests of the Company and the Shareholders as a whole and recommend the Shareholders to vote in favour of all the resolutions to be proposed at the AGM.

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

– 9 –

APPENDIX I PRINCIPAL TERMS OF THE SHARE AWARD INCENTIVE SCHEME AND THE SCHEME MANDATE

This appendix serves to provide you with information to consider the Share Award Incentive Scheme and the Scheme Mandate.

SHARE AWARD INCENTIVE SCHEME

Subject to (i) the passing of the ordinary resolution to adopt the Share Award Incentive Scheme and the grant of the Scheme Mandate; and (ii) the Listing Committee of the Stock Exchange granting the listing of and permission to deal in the Award Shares which may be granted pursuant to the Share Award Incentive Scheme, the Company will adopt the Share Award Incentive Scheme on the Adoption Date.

The following is a summary of the proposed principal terms of the Share Award Incentive Scheme:

1. Eligible Persons to the Share Award Incentive Scheme

Any individual, being an Employee, officer, consultant or advisor of any member of the Group or any Affiliate, who is not a connected person of the Company and who the Board considers, in its sole discretion, to have contributed or will contribute to the Group is eligible to receive an Award.

2. Conditions

The Share Award Incentive Scheme is subject to:

• (i) the passing of a resolution by the Shareholders to approve the adoption of the Share Award Incentive Scheme and to authorise the Board to grant Awards under the Share Award Incentive Scheme, and to grant the Scheme Mandate; and

• (ii) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, up to 3% of the total number of issued Shares as at the Adoption Date which may be granted pursuant to the Share Award Incentive Scheme.

3. Purpose of the Share Award Incentive Scheme

The purpose of the Share Award Incentive Scheme is (i) to align the interests of Eligible Persons with those of the Group through ownership of Shares, dividends and other distributions paid on Shares and/or the increase in value of the Shares, and (ii) to encourage and retain Eligible Persons to make contributions to the long-term growth and profits of the Group.

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APPENDIX I

PRINCIPAL TERMS OF THE SHARE AWARD INCENTIVE SCHEME AND THE SCHEME MANDATE

4. Awards

An Award gives a Selected Participant a conditional right, when the Award Shares vest, to obtain the Award Shares or if, based on advice from an independent tax adviser engaged by the Company, (i) it is not practicable for the Selected Participant to receive the Award in Shares solely due to legal or regulatory restrictions with respect to the Selected Participant’s ability to receive the Award in Shares or the Trustee’s ability to give effect to any such transfer to the Selected Participant, or (ii) the tax position of the Company or the Selected Participant would be adversely affected if the Selected Participant receives the Award in Shares, the Board will direct and procure the Trustee to sell, on-market at the prevailing market price, the number of Award Shares so vested in respect of the Selected Participant and pay the Selected Participant the net proceeds in cash arising from such sale based on the Actual Selling Price of such Award Shares. An Award includes all or such portion of cash income from dividends declared and paid in respect of those Award Shares as may be determined by the Board from time to time, but excludes any interest earned on such cash income. For the avoidance of doubt, the Board at its discretion may from time to time determine that all or part of any dividends declared and paid by the Company in relation to the Award Shares be paid to the Selected Participant even though the Award Shares have not yet vested.

5. Grant of Award

• (a) Making the Grant

During the Award Period, the Board may, from time to time, at their absolute discretion, select any Eligible Person to be a Selected Participant and grant an Award to such Selected Participant by way of issuing an Award Letter. The Award Letter will specify the Grant Date, the number of Award Shares underlying the Award, the vesting criteria and conditions, the Vesting Date and such other details as the Board may consider necessary.

Announcements on the allotment and issue of new Shares under the Share Award Incentive Scheme will be made in accordance with the applicable requirements of the Listing Rules when the grants are made.

(b) Restrictions on Grants and Timing of Grants

No grant of any Award Shares to any Selected Participant may be made in any of the following circumstances:

• (i) where any requisite approval from any applicable regulatory authorities has not been granted;

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APPENDIX I

PRINCIPAL TERMS OF THE SHARE AWARD INCENTIVE SCHEME AND THE SCHEME MANDATE

• (ii) where any member of the Group will be required under applicable securities laws, rules or regulations to issue a prospectus or other offer documents in respect of such Award or the Share Award Incentive Scheme, unless the Board determines otherwise;

• (iii) where such Award would result in a breach by any member of the Group or its directors of any applicable securities laws, rules or regulations in any jurisdiction;

• (iv) where such grant of Award would result in a breach of the Share Award Incentive Scheme Limit (as defined in paragraph 6 below) or would otherwise cause the Company to issue Shares in excess of the permitted amount in the mandate approved by the Shareholders;

• (v) where any director of the Company is in possession of unpublished inside information in relation to the Company or where dealings by directors of the Company are prohibited under any code or requirement of the Listing Rules and all applicable laws, rules or regulations;

• (vi) during the period of 60 days immediately preceding the publication date and the publication date of the annual results or, if shorter, the period from the end of the relevant financial year up to the publication date of the results;

• (vii) during the period of 30 days immediately preceding the publication date of the half-year results or, if shorter, the period from the end of the relevant half-year period up to the publication date of the results; or

• (viii) where, as mentioned in paragraph 4 above, an independent tax adviser advises against an Award in the form of Shares vesting in the Selected Participant, and there are legal or regulatory restrictions (including, without limitation, the circumstances set out in paragraphs (i) to (vii) above) for the Trustee to sell the Shares on-market and pay the net proceeds in cash to the Selected Participant.

6. Maximum Number of Shares to be Granted

The aggregate number of Shares, whether they are new Shares to be allotted and issued by the Company or Returned Shares, underlying all grants made pursuant to the Share Award Incentive Scheme (excluding Award Shares which have been forfeited in accordance with the Share Award Incentive Scheme) shall not exceed 3% of the total number of issued Shares as at the Adoption Date (subject to adjustment in the event of sub-division or consolidation of Shares in accordance with the Scheme Rules) without Shareholders’ approval (the “Share Award Incentive Scheme Limit”).

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APPENDIX I PRINCIPAL TERMS OF THE SHARE AWARD INCENTIVE SCHEME AND THE SCHEME MANDATE

Under the Scheme Rules, there is no specified limit on the maximum number of Award Shares which may be granted to a single Selected Participant but unvested under the Share Award Incentive Scheme.

7. Rights Attached to the Award

Save that the Board at its discretion may from time to time determine that all or part of any Related Income be paid to the Selected Participants even though the Award Shares have not yet vested in such manner as it sees fit, the Selected Participant only has a contingent interest in the Award Shares underlying an Award unless and until such Award Shares are actually vested in and transferred to the Selected Participant. Accordingly, save as stated above, a Selected Participant does not have any rights to any of the Related Income until the Award Shares and Related Income are vested on and transferred to them.

The Trustee may not exercise any voting rights in respect of any Shares held under the Trust.

8. Issue of Shares

The Awards shall be satisfied by the allotment and issue of new Shares on the Grant Date. For the purposes of satisfying the Awards, the Company shall, as soon as reasonably practicable and no later than 30 Business Days from the Grant Date allot and issue new Shares to the Trustee under the Scheme Mandate.

9. Vesting of Awards

The Board may from time to time while the Share Award Incentive Scheme is in force and subject to all applicable laws, determine such vesting criteria and conditions or periods for the Award to be vested.

For the purposes of vesting of the Award, the Board may either:

• (i) direct and procure the Trustee to release from the Trust the Award Shares to the Selected Participants by transferring the number of Award Shares to the Selected Participants in such manner as determined by them from time to time; or

• (ii) to the extent that, if, based on advice from an independent tax adviser engaged by the Company, (a) it is not practicable for the Selected Participant to receive the Award in Shares solely due to legal or regulatory restrictions with respect to the Selected Participant’s ability to receive the Award in Shares or the Trustee’s ability to give effect to any such transfer to the Selected Participant, or (b) the tax position of the Company or the Selected Participant would be adversely affected if the Selected Participant receives the Award in Shares, the Board will direct and procure the Trustee to sell, on-market at the prevailing

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APPENDIX I PRINCIPAL TERMS OF THE SHARE AWARD INCENTIVE SCHEME AND THE SCHEME MANDATE

market price, the number of Award Shares so vested in respect of the Selected Participant and pay the Selected Participant the proceeds arising from such sale based on the Actual Selling Price of such Award Shares in cash as set out in the vesting notice.

Within a reasonable time period as agreed between the Trustee and the Board from time to time prior to any Vesting Date, the Board will send a vesting notice to the relevant Selected Participant. The Board shall forward a copy of the Vesting Notice to the Trustee and instruct the Trustee the extent to which the Award Shares held in the Trust shall be transferred and released from the Trust to the Selected Participant in the manner as determined by the Board, or be sold as soon as practicable from the vesting date. Subject to the receipt of the vesting notice and instructions from the Board, the Trustee will transfer and release the relevant Award in the manner as determined by the Board or sell the relevant Award Shares and pay the Actual Selling Price to the Selected Participant.

Any stamp duty or other direct costs and expenses arising on vesting and transfer of the Award Shares to or for the benefit of the Selected Participants shall be borne by the Company. Any taxes or other direct costs and expenses arising on the transfer of the Related Income to the Selected Participants, and any duty or other direct costs and expenses arising on the sale of the Award Shares due to the vesting shall be borne by the Selected Participant.

10. Assignment of Awards

Any Award Shares granted under the Share Award Incentive Scheme but not yet vested shall not be assignable or transferable. No Selected Participant shall in any way sell, transfer, charge, mortgage, encumber or create any interest in favour of any other person over or in relation to any Award, or enter into any agreement to do so.

11. Change of control

If there is an event of change in control of the Company by way of a merger, a privatisation of the Company by way of a scheme or by way of an offer, the Board shall at its sole discretion determine whether the Vesting Dates of any Awards will be accelerated.

12. Consolidation, Sub-division, Bonus issue and Other distribution, and Open Offer

In the event the Company undertakes a sub-division or consolidation of the Shares, corresponding changes will be made to the number of outstanding Award Shares that have been granted provided that the adjustments shall be made in such manner as the Board determines to be fair and reasonable in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Share Award Incentive Scheme for the Selected Participants, and

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APPENDIX I PRINCIPAL TERMS OF THE SHARE AWARD INCENTIVE SCHEME AND THE SCHEME MANDATE

the maximum number of Shares subject to the Share Award Incentive Scheme will be adjusted accordingly. All fractional shares (if any) arising out of such consolidation or subdivision in respect of the Award Shares of a Selected Participant shall be deemed as Returned Shares and shall not be transferred to the relevant Selected Participant on the relevant Vesting Date.

In the event of an issue of Shares by the Company credited as fully paid to the holders of the Shares by way of capitalisation of profits or reserves (including share premium account), the Shares attributable to any Award Shares held by the Trustee shall be deemed to be Returned Shares.

In the event of any non-cash distribution or other events not referred to above (including an open offer of new securities), or in the case of any open offer, no adjustment shall be made to the number of outstanding Award Shares of each Selected Participant.

In the event of a rights issue, the Trustee shall sell the nil-paid rights allotted to it and unless otherwise instructed by the Company, the Trustee shall hold the net proceeds of sale as funds of the Trust, provided that there are no legal or regulatory restrictions against the Trustee’s sale of such nil-paid rights on-market. Such funds may be used by the Trustee to defray the expenses of the Trust or, if directed by the Board at its discretion, for vesting cash awards in Selected Participants.

In the event the Company undertakes a scrip dividend scheme, the Trustee shall elect to receive the cash component, and hold such cash dividend received as (i) Related Income or funds of the Trust as directed by the Board (for the cash income derived from Award Shares) or (ii) funds of the Trust (for the cash income derived from Return Shares).

In the event an order for the winding up of the Company is made or a resolution is passed for the voluntary winding up of the Company (otherwise than for the purposes of, and followed by, an amalgamation or reconstruction in such circumstances that substantially the whole of the undertaking, assets and liabilities of the Company pass to a successor company), all the outstanding Awards not yet vested and that are granted (whether conditionally or unconditionally) to Selected Participants shall lapse with immediate effect.

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APPENDIX I

PRINCIPAL TERMS OF THE SHARE AWARD INCENTIVE SCHEME AND THE SCHEME MANDATE

13. Retirement, Death or Permanent physical or Mental disability of an Eligible Person

If a Selected Participant ceases to be an Eligible Person by reason of (i) retirement of the Selected Participant, (ii) death of the Selected Participant, (iii) termination of the Selected Participant’s employment or contractual engagement with the Group or an Affiliate by reason of his/her permanent physical or mental disability, (iv) termination of the Selected Participant’s employment or contractual engagement with the Group by reason of redundancy, or (v) the Selected Participant becoming a Director or a connected person of the Company, the Board may at their absolute discretion determine either that any outstanding Award Shares and Related Income not yet vested shall vest in such manner as it thinks fit or that they shall be forfeited.

If a Selected Participant, being an Employee whose employment is terminated (i) by the Group or an Affiliate by reason of the employer terminating the contract of employment without notice or payment in lieu of notice or (ii) by the Employee due to reasons other than set out in the paragraph above, or the Selected Participant having been convicted of any criminal offence involving his or her integrity or honesty, any outstanding Award Shares and Related Income not yet vested shall be immediately forfeited, unless the Board determines otherwise at its absolute discretion.

If a Selected Participant is declared bankrupt or becomes insolvent or makes any arrangements or composition with his or her creditors generally, any outstanding Award Shares and Related Income not yet vested shall be immediately forfeited, unless the Board determines otherwise at its absolute discretion.

If a Selected Participant ceases to be an Eligible Person for reasons other than those stated in the above paragraphs, any outstanding Award Shares and Related Income not yet vested shall be immediately forfeited, unless the Board determines otherwise at its absolute discretion.

Any forfeited Award Shares mentioned above shall be deemed to be Returned Shares and any forfeited Related Income shall become funds of the Trust. Any remaining Returned Shares held by the Trustee upon termination of the Trust shall be cancelled by the Company.

– 16 –

APPENDIX I PRINCIPAL TERMS OF THE SHARE AWARD INCENTIVE SCHEME AND THE SCHEME MANDATE

14. Alteration of the Share Award Incentive Scheme

The Share Award Incentive Scheme may be altered in any respect (save for the Share Award Incentive Scheme Limit) by a resolution of the Board provided that no such alteration shall operate to affect adversely any subsisting rights of any Selected Participant unless otherwise provided for in the Scheme Rules, except:

• (a) with the consent in writing of Selected Participants amounting to three-fourths in nominal value of all Award Shares held by the Trustee on that date; or

• (b) with the sanction of a special resolution that is passed at a meeting of the Selected Participants amounting to three-fourths in nominal value of all Award Shares held by the Trustee on that date.

15. Termination

The Share Award Incentive Scheme shall terminate on the earlier of:

• (a) the end of the Award Period except in respect of any non-vested Award Shares granted hereunder prior to the expiration of the Share Award Incentive Scheme, for the purpose of giving effect to the vesting of such Award Shares or otherwise as may be required in accordance with the provisions of the Share Award Incentive Scheme; and

• (b) such date of early termination as determined by the Board provided that such termination shall not affect any subsisting rights of any Selected Participant under the Scheme Rules, provided further that for the avoidance of doubt, the change in the subsisting rights of a Selected Participant in this paragraph 15(b) refers solely to any change in the rights in respect of the Award Shares already granted to a Selected Participant; and

• (c) such date on which an order for the winding up of the Company is made or a resolution is passed for voluntary winding up of the Company (otherwise than for the purposes of, and followed by, an amalgamation or reconstruction in such circumstances that substantially the whole of the undertaking, assets and liabilities of the Company pass to a successor company).

– 17 –

APPENDIX I

PRINCIPAL TERMS OF THE SHARE AWARD INCENTIVE SCHEME AND THE SCHEME MANDATE

16. Administration of the Share Award Incentive Scheme

The Board has the power to administer the Share Award Incentive Scheme, including but not limited to the power to construe and interpret the rules of the Share Award Incentive Scheme and the terms of the Awards granted under the Share Award Incentive Scheme, and where applicable, the Trust deed. The Board may delegate the authority to administer the Share Award Incentive Scheme (including the power to grant an Award under the Share Award Incentive Scheme and the power to further delegate its authority to administer the Share Award Incentive Scheme) to a committee of the Board. The Board may also appoint one or more independent third party contractors to assist in the administration of the Share Award Incentive Scheme as it thinks fit.

THE SCHEME MANDATE

Pursuant to the Scheme Rules, the total number of Shares, whether they are new Shares to be allotted or issued by the Company or Returned Shares, underlying all grants made pursuant to the Share Award Incentive Scheme (excluding Award Shares that have been forfeited in accordance with the Share Award Incentive Scheme) shall not exceed 3% of the total number of issued Shares as at the Adoption Date (subject to adjustment in the event of sub-division or consolidation of Shares in accordance with the Scheme Rules).

Assuming that (i) all the Awards granted under the Share Award Incentive Scheme shall be satisfied by the allotment and issue of new Shares by the Company and (ii) there is no change in the total number of issued Shares from the Latest Practicable Date up to the Adoption Date, the total number of issued Shares underlying all grants made to the Share Award Incentive Scheme (excluding Award Shares that are forfeited in accordance with the Share Award Incentive Scheme) shall not exceed 3% of the total number of issued Shares as at the Adoption Date.

Accordingly, an ordinary resolution will be proposed at the AGM to grant a mandate to the Directors to allot and issue up to not more than 3% of the total number of issued Shares as at the date of passing such resolution (subject to adjustment in the event of sub-division or consolidation of Shares in accordance with the Scheme Rules), in connection with the Share Award Incentive Scheme (i.e. the Scheme Mandate). Shares will be issued at par value under the Scheme Mandate, and the Scheme Mandate will remain in effect throughout the Award Period, i.e. the period commencing on the Adoption Date and ending on the Business Day immediately prior to the tenth (10th) anniversary of the Adoption Date.

– 18 –

APPENDIX I

PRINCIPAL TERMS OF THE SHARE AWARD INCENTIVE SCHEME AND THE SCHEME MANDATE

As at the Latest Practicable Date, the Company has a total of 707,120,204 issued Shares. Subject to the passing of the Scheme Mandate by the Shareholders at the AGM, the Directors would be authorised under the Scheme Mandate to allot and issue up to 21,213,606 Shares (assuming that there is no change in the total number of issued Shares from the Latest Practicable Date up to the date of the AGM). Application will be made by the Company to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, all the 21,213,606 new Shares which may be allotted and issued under the Scheme Mandate and the Share Award Incentive Scheme.

Other than adjustment of the maximum number of Shares subject to the Share Award Incentive Scheme in the event of sub-division or consolidation of Shares as set out in “section 12. Consolidation, Sub-division, Bonus issue and Other distribution, and Open Offer” of this Appendix, the Scheme Mandate may not be renewed or refreshed without Shareholder’s approval.

Such mandate will remain in effect only during the period from the passing of the ordinary resolution granting the mandate until whichever is the earlier of: (i) the expiration of the Award Period; and (ii) the revocation or variation of such mandate by an ordinary resolution of the Shareholders in a general meeting.

Financial Impact on the Company

Analysis of the estimated fair value of the Shares to be issued

The estimated fair value of all Award Shares which can be allotted and issued under the Share Award Incentive Scheme is approximately HK$24 million, based on the closing prices of the ordinary shares of the Company as quoted on the Stock Exchange as at the Latest Practicable Date.

– 19 –

APPENDIX I

PRINCIPAL TERMS OF THE SHARE AWARD INCENTIVE SCHEME AND THE SCHEME MANDATE

Impact of employee costs on the Company

Under the accounting policies of the Company, the fair value of Award Shares granted to participants is recognized as an expense with a corresponding increase in the employee share-based compensation reserve within equity. The total fair value of the Award Shares that eventually become vested will be expensed over the vesting period. From time to time, the Group will determine the Award Shares expenses based on the best estimated number of Award Shares that could eventually meet the vesting conditions. Assuming all the Award Shares are granted and vested, the total expenses of Award Shares will be approximately HK$24 million.

Impact on the shareholding structure of the Company

The table below illustrated the shareholding structure of the Company (i) as at the Latest Practicable Date and (ii) immediately after exercise of the Scheme Mandate in full, assuming that (A) all the Awards granted under the Share Award Incentive Scheme will be satisfied by the allotment and issue of new Shares by the Company and (B) there are no changes to the number of Shares in issue other than changes as a result of the exercise of the Scheme Mandate:

Global Energy Investors, LLC.(2) Mr. Zhang Menggui(2) Mr. Jiang Bing Hua(2) Mr. Brian Chang(3) China International Marine Containers (Group) Company Limited(4) Harmony Master Fund(5) Other Public Shareholders Total	Shareholding as at the Latest Practicable Date No. of Shares % 120,046,200 16.98 124,702,200 17.64 124,702,200 17.64 66,072,800 9.34 92,800,000 13.12 71,106,800 10.06 107,690,004 15.23 707,120,204 100.00	Shareholding immediately upon the exercise of the Scheme Mandate in full(1) No. of Shares % 120,046,200 16.48 124,702,200 17.12 124,702,200 17.12 66,072,800 9.07 92,800,000 12.74 71,106,800 9.76 128,903,610 17.70 728,333,810 100.00	Shareholding immediately upon the exercise of the Scheme Mandate in full(1) No. of Shares % 120,046,200 16.48 124,702,200 17.12 124,702,200 17.12 66,072,800 9.07 92,800,000 12.74 71,106,800 9.76 128,903,610 17.70 728,333,810 100.00
			100.00

– 20 –

APPENDIX I PRINCIPAL TERMS OF THE SHARE AWARD INCENTIVE SCHEME AND THE SCHEME MANDATE

Notes:

1. Assuming that (i) all the Awards granted under the Share Award Incentive Scheme will be satisfied by the issue and allotment of new Shares by the Company and (ii) there are no changes to the number of Shares in issue other than changes as a result of the exercise of the Scheme Mandate.

2. Global Energy Investors, LLC. is the beneficial owner of 120,046,200 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.

3. Mr. Brian Chang indirectly holds 66,072,800 Shares through Windmere International Limited which is his wholly-owned company. Accordingly, he is deemed to be interested in the Shares held by Windmere International Limited under Part XV of the SFO. Mr. Brian Chang is the non-executive Director.

4. China International Marine Containers (Hong Kong) Limited (“CIMC HK”) is the beneficial owner of 92,800,000 Shares. CIMC HK is a wholly-owned subsidiary of China International Marine Containers (Group) Company Limited (“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.

5. 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. Harmony Fund primarily holds long equity positions in small capitalization stocks that derive a majority of their revenues within the Greater China region.

Disclosure in future annual reports

The Company will disclose in its future annual reports and interim reports details of the Share Award Incentive Scheme, including but not limited to, particulars of movements of the Awards granted, vested, lapsed and available for grant in the future and the impact of employee costs on the Company arising from the grant of the Awards during the relevant financial year.

– 21 –

APPENDIX II

EXPLANATORY STATEMENT

This explanatory statement relates to the resolution proposed to be passed at the AGM authorising the grant of the Repurchase Mandate. It contains all the information required under the Listing Rules to be given to the Shareholders to enable them to make an informed decision on whether to vote for or against such ordinary resolution.

(i) Share capital

As at the Latest Practicable Date, the issued share capital of the Company comprised 707,120,204 Shares of HK$0.10 each. In addition, as at the Latest Practicable Date, share options carrying the rights to subscribe up to an aggregate of 44,930,000 Shares remained outstanding. If such outstanding share options are exercised in full on or prior to the date of the passing of the resolution in respect of the Repurchase Mandate, a further 44,930,000 Shares will be in issue.

Subject to the passing of the resolution regarding the Repurchase Mandate, the Company would be allowed to repurchase up to a maximum of 70,712,020 Shares, representing 10% of the then issued share capital of the Company, on the basis that (i) no further Shares will be issued whether as a result of the exercise of any options granted under (a) the share option schemes adopted by the Company on 19 and 20 October 2005 respectively as stated in its prospectus issued on 21 November 2005, and (b) the share option scheme adopted by the Company on 5 August 2009, or otherwise issued prior to the date of the AGM; and (ii) no Shares will be repurchased by the Company prior to the AGM. Assuming that all the 44,930,000 exercisable outstanding share options are exercised in full on or before the date of the AGM and assuming no further Shares are issued or repurchased by the Company prior to the date of the AGM, the total Shares in issue will be 752,050,204 Shares and the Company will be allowed under the Repurchase Mandate to repurchase up to 75,205,020 Shares.

(ii) Reasons for repurchases

Although the Directors have no present intention of repurchasing the Shares, they believe that it is in the best interests of the Company and the Shareholders as a whole for the Directors to have a general authority from the Shareholders to enable the Company to repurchase Shares in the market. Such repurchase may, depending on the market conditions and funding arrangement at that time, lead to an enhancement of the net assets value of the Company and/or its earnings per Share and will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders as a whole.

(iii) Funding of repurchases

In repurchasing the Shares, the Company may only apply funds legally available for such purpose in accordance with the Articles of Association, the Listing Rules and the applicable laws and regulations of the Cayman Islands.

– 22 –

APPENDIX II

EXPLANATORY STATEMENT

The laws of the Cayman Islands provide that the amount of capital repaid in connection with a share repurchase may only be paid out of those funds legally permitted to be utilised in this connection, including capital paid up on the relevant Shares, or out of funds of the Company otherwise available for dividend or distribution or the proceeds of a fresh issue of shares made for the purpose. The amount of premium payable on repurchase may only be paid out of funds of the Company otherwise available for dividend or distribution or out of the share premium account of the Company.

(iv) Financial effect of repurchases

The Directors consider that there might be an adverse impact on the working capital or gearing position of the Company as compared with the position disclosed in the audited accounts contained in the Company’s annual report for the year ended 31 December 2015 in the event that the Repurchase Mandate is to be exercised in full at any time during the relevant period. However, the Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements or the gearing levels of the Company which in the opinion of the Directors are from time to time appropriate.

(v) Share prices

The highest and lowest prices at which the Shares were traded on the Stock Exchange during each of the twelve months preceding the Latest Practicable Date were as follows:

	Share Prices
	Highest	Lowest
	HK$	HK$
2015
March	2.05	1.66
April	2.89	1.66
May	2.5	2.1
June	2.45	2.05
July	2.4	1.55
August	2.1	1.52
September	1.68	1.41
October	1.71	1.5
November	1.62	1.45
December	1.61	1.33
2016
January	1.47	1.13
February	1.26	1.1
March (up to the Latest Practicable Date)	1.27	1.1

– 23 –

APPENDIX II

EXPLANATORY STATEMENT

(vi) Effect of the Takeovers Code

If on the exercise of the power to repurchase Shares pursuant to the Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. Accordingly, a Shareholder or group of Shareholders acting in concert, depending on the level of increase in the Shareholders’ interest, could obtain or consolidate control of the Company and become(s) obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.

As at the Latest Practicable Date, to the best knowledge and belief of the Directors, the following Shareholders have beneficial interests representing 5% or more of the issued share capital of the Company within the meaning of Part XV of the SFO:

	Before	After
Name of Shareholders	repurchase	repurchase
Madam Chen Fengying (Note 1)	17.64%	19.59%
Madam Zhang Jiuli (Note 2)	17.64%	19.59%
Mr. Zhang Menggui, Morgan (Note 3)	17.64%	19.59%
Mr. Jiang Bing Hua (Note 3)	17.64%	19.59%
Global Energy Investors, LLC	16.98%	18.86%
(Note 3)
Mr. Brian Chang	9.34%	10.38%
(Note 4)
Windmere International Limited	9.34%	10.38%
China International Marine Containers	13.12%	14.58%
(Group) Co., Ltd. (Note 5)
China International Marine Containers	13.12%	14.58%
(Hong Kong) Ltd.
Harmony Master Fund (Note 6)	10.06%	11.17%

– 24 –

APPENDIX II

EXPLANATORY STATEMENT

Notes:

1. These interests represent the same block of Shares held by Mr. Zhang Menggui, Morgan. Since Madam Chen Fengying is the spouse of Mr. Zhang Menggui, Morgan, she is deemed to be interested in the Shares held by him under Part XV of the SFO.

2. These interests represent the same block of Shares held by Mr. Jiang Bing Hua. Since Madam Zhang Jiuli is the spouse of Mr. Jiang Bing Hua, she is deemed to be interested in the Shares held by him under Part XV of the SFO.

3. This interest includes the same block of corporate interest held by Mr. Zhang Menggui, Morgan and Mr. Jiang Bing Hua equally, both of whom are the executive Directors.

4. Mr. Brian Chang holds the entire issued share capital of Windmere International Limited. Accordingly, he is deemed to be interested in the shares held by Windmere International Limited under Part XV of the SFO.

5. China International Marine Containers (Group) Company Limited (”CIMC Group”) holds the entire issued share capital of China International Marine Containers (Hong Kong) Limited (”CIMC HK”). 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 Island. Harmony Fund is managed by DM Fund Management Limited, a company registered in Cayman Island 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 China, Hong Kong and New York.

In the event that the Repurchase Mandate is exercised in full and given the Repurchase Mandate having been approved by Shareholders, the interests of the above Shareholders will be increased to approximately the respective percentages shown in the last column above. On the basis of the shareholdings held by the Shareholders named above, an exercise of the Repurchase Mandate in full will not give rise to an obligation on them to make a mandatory offer under Rule 26 of the Takeovers Code. The Directors are not aware of any Shareholder, or a group of Shareholders acting in concert, who may become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code in the event that the Directors exercise the power to repurchase Shares pursuant to the Repurchase Mandate.

– 25 –

APPENDIX II

EXPLANATORY STATEMENT

(vii) Connected persons

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their associates (as defined under the Listing Rules), have any present intention to sell any Shares to the Company or any of its subsidiaries under the Repurchase Mandate if it is approved by the Shareholders.

As at the Latest Practicable Date, no connected person (as defined in the Listing Rules) of the Company has notified the Company that he has a present intention to sell Shares to the Company or its subsidiaries, or has undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.

(viii) Undertaking

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the powers of the Company to make repurchases pursuant to the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands and in accordance with the regulations set out in the Articles of Association.

(ix) Shares repurchase made by the Company

The Company did not repurchase any Shares (whether on the Stock Exchange or otherwise) during the six months prior to the Latest Practicable Date.

– 26 –

APPENDIX III DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

Mr. JIANG Longsheng , aged 71, has been a non-executive Director of the Company since May 2006. Mr. Jiang is a veteran in the offshore oil industry in China and has over 43 years of experience in the onshore and offshore oil industry in China. He received a bachelor of science degree from the Beijing Petroleum Institute (北京石油學院) in China in 1969. He was an executive director of CNOOC Limited (”CNOOC”) (a company listed on the Main Board of the Stock Exchange) from 2000 to 2005 and has held the position of vice president of CNOOC from 1998 to 2005. From 1994 to 1998, he was the general manager of China Offshore Oil Southern Drilling Company. From 1991 to 1994, Mr. Jiang served as the deputy chief drilling engineer and was later appointed as the chief drilling engineer of China Offshore Oil Western South China Sea Corporation. Mr. Jiang presently serves as an independent non-executive director of Metallurgical Corporation of China Limited, a company listed on the Main Board of the Stock Exchange.

Mr. Jiang entered into a service contract with the Company for a term of three years commencing from 1 May 2006 and expiring on 30 April 2009, renewable automatically for successive terms of three years from 1 May 2009, 1 May 2012 and 1 May 2015 respectively unless terminated by giving either party to the other not less than three months’ prior written notice. Under the service contract, Mr. Jiang’s emoluments, which are determined based on the prevailing market rate of similar position and his qualification, experience, role and responsibilities, are HK$120,000 per annum. As at the Latest Practicable Date, Mr. Jiang was interested in a total of 400,000 Shares, representing approximately 0.06% of the entire issued share capital of the Company of which 400,000 share options were granted under the share option scheme of the Company within the meaning of Part XV of the SFO. Mr. Jiang is a director of Oxford Asia Investments Limited and EMER International Limited, both being subsidiaries of the Company.

Save as disclosed, Mr. Jiang does not have any relationships with any Directors, senior management, or substantial or controlling shareholders of the Company nor does he hold other positions in the Group.

Mr. Jiang has confirmed that there is no other information which is discloseable nor is/was he involved in any matters required to be disclosed pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no other matters relating to his re-election that need to be brought to the attention of the Shareholders.

Mr. Brian CHANG , aged 73, has been a non-executive Director of the Company since July 2009. Mr. Chang is the chairman and chief executive officer of Brian Chang Holdings Limited. With over 40 years of experience in the oil and gas industry, he has accomplished more than 600 projects and renowned for many “firsts” in design and engineering of offshore projects. Mr. Chang is also the chairman of Blue Capital Pte. Ltd. and Calm Oceans Pte. Ltd. He was also the founder of Promet Pte Ltd (now known as PPL Shipyard Pte Ltd) and Yantai Raffles Offshore Ltd (now known as Yantai CIMC Raffles Offshore Ltd). Mr. Chang holds a degree in Electrical Engineering from the City University, London, U.K. in 1965.

– 27 –

APPENDIX III

DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

Mr. Brian Chang has entered into a letter of appointment with the Company for a term of three years commencing from 10 July 2009 and expiring on 9 July 2012, renewable automatically for successive terms of three years from 10 July 2012 and 10 July 2015 respectively unless terminated by giving either party to the other not less than three months’ prior written notice, but he is subject to the retirement by rotation and re-election in accordance with the Articles. The director’s fee of Mr. Chang is HK$120,000 per annum which is fixed with reference to his responsibilities and duties within the Group as well as the prevailing market conditions.

The Company has no obligation to pay Mr. Chang compensation when his appointment terminates. As at the Latest Practicable Date, Mr. Chang indirectly holds 66,072,800 Shares through Windmere International Limited which is his wholly-owned company.

Accordingly, he is deemed to be interested in the Shares held by Windmere International Limited under Part XV of the SFO. Mr. Chang is a director of Oxford Asia Investments Limited, a subsidiary of the Company.

Save as disclosed, Mr. Chang does not have any relationships with any Directors, senior management, or substantial or controlling shareholders (as defined under the Listing Rules) of the Company nor does he hold other positions in the Group.

Mr. Chang has confirmed that there is no other information which is discloseable nor is/was he involved in any matters required to be disclosed pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no other matters relating to his re-election that need to be brought to the attention of the Shareholders.

Mr. Robert William FOGAL JR. , aged 80, has been an independent non-executive Director of the Company since July 2009. Mr. Fogal Jr. has an illustrious career of successful accomplishments in the rig building business and he brings an extensive range of expertise in the oil and gas industry to TSC. He has been instrumental in the sale and construction of over 100 drilling rigs and vessels. He started as an engineer with the Levingston Shipyard in Orange, Texas in the mid-1950s and has since held key executive positions with Baker Marine Corporation (“BMC”), Texas Dry Dock (TDIHalter Marine), Friede and Goldman (“F&G”), Yantai Raffles, and Jackup Structures Alliance. He was a founder member of the Far East Levingston Shipyard (“FELS”), which is now Keppel FELS, the largest rig builder in the world. Mr. Fogal Jr. also served as director of business development for Zentech, Inc. Mr. Fogal Jr. studied Lamar University in Beaumont, Texas with degrees in mechanical. He is also a member of the International Association of Drilling Contractors (“IADC”), the Society of Naval Architects and Marine Engineers (“SNAME”) and the Marine Technical Society (“MTS”).

– 28 –

APPENDIX III DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

Mr. Fogal Jr. has entered into a letter of appointment with the Company for a term of three years commencing from 10 July 2009 and expiring on 9 July 2012, renewable automatically for successive terms of three years from 10 July 2012 and 10 July 2015 respectively unless terminated by giving either party to the other not less than three months’ prior written notice, but he is subject to the retirement by rotation and re-election in accordance with the Articles. The director’s fee of Mr. Fogal is HK$120,000 per annum which is fixed with reference to his responsibilities and duties within the Group as well as the prevailing market conditions.

The Company has no obligation to pay Mr. Fogal Jr. compensation when his appointment terminates. As at the Latest Practicable Date, he did not have any interests in the Shares or underlying Shares within the meaning of Part XV of the SFO.

Save as disclosed, Mr. Fogal Jr. does not have any relationships with any Directors, senior management, or substantial or controlling shareholders (as defined under the Listing Rules) of the Company nor does he hold other positions in the Group.

Mr. Fogal Jr. has confirmed that there is no other information which is discloseable nor is/was he involved in any matters required to be disclosed pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no other matters relating to his re-election that need to be brought to the attention of the Shareholders.

– 29 –

NOTICE OF ANNUAL GENERAL MEETING

==> picture [115 x 60] intentionally omitted <==

TSC Group Holdings Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 206)

NOTICE IS HEREBY GIVEN that an annual general meeting of TSC Group Holdings Limited (the “Company”) will be held at Falcon Room 1, Basement, Gloucester Luk Kwok, 72 Gloucester Road, Wanchai, Hong Kong on Friday, 27 May 2016 at 10:00 a.m. for the following purposes:

1. To receive and consider the audited financial statements of the Company and its subsidiaries and the reports of the directors (the “Directors”) and auditors for the year ended 31 December 2015;

2. To re-elect Mr. Jiang Longsheng as a non-executive director of the Company;

3. To re-elect Mr. Brian Chang as a non-executive director of the Company;

4. To re-elect Mr. Robert William Fogal Jr., as an independent non-executive director of the Company;

5. To authorise the board of directors of the Company (the “Board”) to fix the Directors’ remuneration;

6. To re-appoint KPMG as auditors of the Company and to authorise the Board to fix their remuneration;

As special business, to consider and, if thought fit, to pass with or without amendments the following resolutions as ordinary resolutions of the Company:

1. “ THAT

2. (i) subject to paragraph (iii) of this resolution, pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”), the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with additional shares of HK$0.10 each in the capital of the Company (the “Shares”) and to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into Shares) which might require the exercise of such powers be and is hereby generally and unconditionally approved;

– 30 –

NOTICE OF ANNUAL GENERAL MEETING

• (ii) the approval in paragraph (i) of this resolution shall authorise the Directors during the Relevant Period (as defined below) to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into Shares) which might require the exercise of such powers after the end of the Relevant Period (as defined below);

• (iii) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (i) of this resolution, otherwise than pursuant to (a) a Rights Issue (as defined below); (b) the exercise of warrants issued to subscribe for Shares or the exercise of options granted under any share option scheme adopted by the Company; or (c) an issue of Shares in lieu of whole or part of a dividend on Shares in accordance with the articles of association of the Company, shall not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this resolution and this approval shall be limited accordingly; and

• (iv) for the purpose of this resolution:

“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:

• (a) the conclusion of the next annual general meeting of the Company;

• (b) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws of the Cayman Islands to be held; and

• (c) the date on which the authority sets out in this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.

“Rights Issue” means offer of Shares open for a period fixed by the Directors to holders of Shares on the register of members of the Company on a fixed record date in proportion to their then holdings of such Shares as at that date (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of, any recognised regulatory body or any stock exchange in any territory applicable to the Company)”;

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NOTICE OF ANNUAL GENERAL MEETING

1. “ THAT

2. (i) subject to paragraph (ii) of this resolution, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to repurchase issued Shares in the capital of the Company on the Stock Exchange, subject to and in connection with all applicable laws and/or the requirements of the Stock Exchange and the Hong Kong Code on Share Repurchases as amended from time to time, be and is hereby generally and unconditionally approved;

3. (ii) the aggregate nominal amount of shares of the Company which the Company is authorised to repurchase pursuant to the approval in paragraph (i) of this resolution shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this resolution, and this approval shall be limited accordingly; and

4. (iii) for the purpose of this resolution:

“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:

• (a) the conclusion of the next annual general meeting of the Company;

• (b) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws of the Cayman Islands to be held; and

• (c) the date on which the authority sets out in this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.”;

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NOTICE OF ANNUAL GENERAL MEETING

1. “ THAT conditional upon ordinary resolutions nos. 7 and 8 above being passed, the general mandate granted to the Directors to exercise the powers of the Company to allot, issue and deal with additional Shares pursuant to ordinary resolution no. 7 above be and is hereby extended by the addition thereto the aggregate nominal amount of the share capital of the Company which may be allotted or agreed conditionally or unconditionally to be allotted and issued by the Directors pursuant to such general mandate of an amount representing the aggregate nominal amount of the share capital of the Company repurchased by the Company under the authority granted to the Directors pursuant to the ordinary resolution no. 7 above, provided that such an amount shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing this resolution.”;

2. “ THAT :

3. (a) the adoption of the share award incentive scheme (the “Share Award Incentive Scheme”) in accordance with the rules of the Share Award Incentive Scheme as set out in the circular of the Company dated 8 April 2016 be and is hereby approved;

4. (b) a mandate be and is hereby granted to the Directors of the Company during the Share Award Incentive Scheme Period (as defined below) to exercise all the powers of the Company to allot and issue shares of the Company underlying any awards granted under the Share Award Incentive Scheme;

5. (c) the aggregate number of shares underlying all awards granted under the Share Award Incentive Scheme pursuant to the approval in sub-paragraph (b) of this resolution shall not exceed 3% of the total number of issued shares of the Company as at the date of this resolution (subject to adjustment in the event of sub-division or consolidation of Shares in accordance with the rules of the Share Award Incentive Scheme); and

6. (d) for the purposes of this resolution:-

“Share Award Incentive Scheme Period” means the period from the passing of this resolution until the business day immediately prior to the tenth (10th) anniversary of the passing of this resolution.”

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

Hong Kong, 8 April 2016

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NOTICE OF ANNUAL GENERAL MEETING

Notes:

1. The register of members of the Company will be closed from Wednesday, 25 May 2016 to Friday, 27 May 2016, 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 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 Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 4:30 p.m. on 24 May 2016.

2. 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.

3. 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 03, 19/F, Bangkok Bank Building, No. 18 Bonham Strand West, Sheung Wan, Hong Kong not less than 48 hours before the time appointed for the holding of the meeting or any adjourned meeting.

4. 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.

5. 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.

6. Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll. Therefore, all resolutions proposed at the meeting shall be voted by poll.

7. An explanatory statement containing further details regarding resolutions nos. 7 to 9 above as required by the Listing Rules is set out in Appendix I to the circular which will be dispatched to shareholders together with the annual report of the Company for the year ended 31 December 2015.

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