CM Energy Tech Co., Ltd. — Proxy Solicitation & Information Statement 2018

Dec 3, 2018

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 stockbroker 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 and the accompanying form of proxy to the purchaser or other transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the 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)

CHANGE OF COMPANY NAME; AND NOTICE OF EGM

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

A notice convening the EGM to be held at Unit 06-09, 27/F, Office Tower One, The Harbourfront, 18 Tak Fung Street, Kowloon, Hong Kong at 10:00 a.m. on Thursday, 3 January 2019 is set out on pages 5 to 6 of this circular. A form of proxy for the special general meeting is enclosed herein. Whether or not you are able to attend the meeting in person, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the branch share registrar and transfer office of the Company in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, as soon as possible but in any event not less than 48 hours before the time appointed for holding of the meeting or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or at any adjournment thereof if you so wish and in such event, the proxy shall be deemed to be revoked.

4 December 2018

CONTENTS

		Page
DEFINITIONS	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
**LETTER FROM **	THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
NOTICE OF EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		5

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DEFINITIONS

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

• “Announcement”

the announcement of the Company dated 23 November 2018 in relation to the change of company name

• “Articles” the articles of association of the Company

• “Board” the board of Directors

• “Change of Company Name” the proposed change of English name of the Company from “TSC Group Holdings Limited” to “CMIC Ocean En-Tech Holding Co., Ltd.”, and “華商國際海洋能源科 技控股有限公司” be adopted as the dual foreign name in Chinese of the Company

• “Company”

TSC Group Holdings Limited, a company incorporated in Cayman Islands with limited liability and the shares of which are listed on the main board of the Stock Exchange (stock code: 206)

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

• “EGM” the extraordinary general meeting of the Company to be convened and held at which resolution(s) will be proposed to consider, and, if thought fit, to approve, among other things, the Change of Company Name

• “Group” the Company and its subsidiaries

• “Hong Kong” Hong Kong Special Administrative Region of the PRC

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

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

• “Shareholder(s)” holder(s) of the Share(s)

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

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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. Wang Hongyuan (Executive Chairman) Mr. Jiang Bing Hua (Co-Chairman) Mr. Zhang Menggui, Morgan

Non-executive Directors: Mr. Wang Jianzhong Mr. Lou Dongyang Ms. Li Rong

Independent Non-Executive Directors: Mr. Chan Ngai Sang, Kenny Mr. Zou Zhendong Mr. Chen Weidong

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

Principal place of business in Hong Kong: Unites 2706-2709, 27/F One Harbourfront 18 Tak Fung Street Hunghom, Kowloon Hong Kong

4 December 2018

To the Shareholders

Dear Sir or Madam,

CHANGE OF COMPANY NAME; AND NOTICE OF EGM

INTRODUCTION

The purpose of this circular is to provide you with information relating to the Change of Company Name.

CHANGE OF COMPANY NAME

Reference is made to the announcement of the Company dated 23 November 2018 in relation to the Change of Company Name.

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LETTER FROM THE BOARD

The Board considers that the Change of Company Name will better reflect the current status of the Company, its new business plans and direction of its future business development. The Board believes that the proposed new name of the Company will provide the Company with a new corporate image which will enable the Group to better identify itself and capture potential business opportunities for its future development. Accordingly, the Board is of the view that the Change of Company Name is in the interests of the Company and the Shareholders as a whole.

The Change of Company Name is subject to the following conditions:

• i. the passing of the necessary special resolution by the Shareholders at the EGM to approve the Change of Company Name; and

• ii. the Registrar of Companies in the Cayman Islands approving the Change of Company Name.

Once the special resolution on the Change of Company Name has been passed, the Company will file a certified copy of the said resolution with the Registrar of Companies in the Cayman Islands to effect the change. The Change of Company Name will take effect from the date of issue of the certificate of incorporation on change of name by the Registrar of Companies in the Cayman Islands.

Upon the Change of Company Name taking effect, the Company will carry out the necessary filing procedures with the Companies Registry in Hong Kong. The Change of Company Name, once approved and after becoming effective, will not, in any way affect any of the rights of the Shareholders.

All existing share certificates of the Company in issue bearing the existing name of the Company shall continue to be evidence of title to the shares of the Company and will be valid for trading, settlement, registration and delivery purposes. As such, no arrangement will be made for the exchange of share certificates of the Company as a result of the Change of Company Name.

In addition, subject to confirmation by the Stock Exchange, the English and Chinese stock short names of the Company for trading in the securities on the Stock Exchange will also be changed after the Change of Company Name becoming effective.

The Company will make further announcement(s) on the Change of Company Name and the effective dates of the Change of Company Name and the new stock short name of the Company under which the shares of the Company will be traded on the Stock Exchange.

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LETTER FROM THE BOARD

EGM

The EGM will be convened by the Company at Unit 06-09, 27/F, Office Tower One, The Harbourfront, 18 Tak Fung Street, Kowloon, Hong Kong on 3 January 2019, at 10:00 a.m. at which resolutions will be proposed to consider and, if thought fit, approve the Change of Company Name. Notice convening the EGM has been despatched to the Shareholders on 4 December 2018, a copy of which is set out on pages 5 to 6 of this circular.

The proxy form for use at the EGM is enclosed with the notice of the EGM despatched to the Shareholders on 4 December 2018. Whether or not you are able to attend (if you are so entitled to) the EGM, you are requested to complete the proxy form in accordance with the instructions printed thereon and return them as soon as possible to the Company’s 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, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof (as the case may be).

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, and save as disclosed above, no Shareholder has a material interest in the Change of Company Name, and accordingly no Shareholder is required to abstain from voting on the resolution(s) to be proposed at the EGM or any adjournment thereof (as the case may be).

RECOMMENDATION

The Directors consider that the proposed resolution referred to in this circular are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the resolution set out in the notice of the EGM.

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 Group. 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 aspects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

By Order of the Board TSC Group Holdings Limited Wang Hongyuan Executive Chairman

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NOTICE OF EGM

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TSC Group Holdings Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 206)

NOTICE IS HEREBY GIVEN THAT an extraordinary general meeting (the “ EGM ”) of TSC Group Holdings Limited (the “ Company ”) will be held at Unit 06-09, 27/F, Office Tower One, The Harbourfront, 18 Tak Fung Street, Kowloon, Hong Kong at 10:00 a.m. on Thursday, 3 January 2019, for the purposes of considering and, if thought fit, passing with or without amendment, the following resolution of the Company as special resolution:

SPECIAL RESOLUTION

“ THAT subject to and conditional upon the approval of the Registrar of Companies in the Cayman Islands having been obtained, (i) the English name of the Company be changed from “TSC Group Holdings Limited” to “CMIC Ocean En-Tech Holding Co., Ltd.”; and (ii) that “華商國際海洋能源科技控股有限公司” be adopted as the dual foreign name in Chinese of the Company (the “ Change of Company Name ”), and that any one of the directors or the company secretary of the Company be and is hereby authorised to do all such acts, deeds and things and execute all such documents and make all such arrangements as he/she/they consider necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the Change of Company Name and to attend to any necessary registration and/or filing for and on behalf of the Company.”

By Order of the Board TSC Group Holdings Limited Wang Hongyuan Executive Chairman

Hong Kong, 4 December 2018

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

Principal place of business in Hong Kong: Unites 2706-2709, 27/F One Harbourfront 18 Tak Fung Street Hunghom, Kowloon Hong Kong

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NOTICE OF EGM

Notes:

1. A form of proxy for use at the Meeting is enclosed herewith.

2. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of any officer or attorney duly authorised.

3. Any shareholder of the Company entitled to attend and vote at the Meeting convened by the above notice shall be entitled to appoint another person as his proxy to attend and vote instead of him. A proxy need not be a shareholder of the Company.

4. In order to be valid, the form of proxy, together with the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power of attorney or authority, must be deposited at the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not less than 48 hours before the time appointed for holding of the above Meeting or any adjournment thereof (as the case may be).

5. Completion and return of the form of proxy will not preclude a shareholder of the Company from attending and voting in person at the Meeting convened or at any adjourned meeting (as the case may be) and in such event, the form of proxy will be deemed to be revoked.

6. Where there are joint registered holders of any share of the Company, any one of such joint registered holders may vote, either in person or by proxy, in respect of such share as if he/she/they were solely entitled thereto, but if more than one of such joint holders are present at the Meeting, whether in person or by proxy, the most senior shall alone be entitled to vote. For this purpose, seniority shall be determined by the order in which the names stand on the register of members of the Company in respect of the joint holding.

7. As at the date of this notice, the Board comprises three executive Directors, namely Mr. Wang Hongyuan, Mr. Jiang Bing Hua and Mr. Zhang Menggui, Morgan; three non-executive Directors, namely Mr. Lou Dongyang, Mr. Wang Jianzhong and Ms. Li Rong; and three independent non-executive Directors, namely Mr. Chan Ngai Sang, Kenny, Mr. Zou Zhendong and Mr. Chen Weidong.

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