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

Jan 18, 2018

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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TSC Group Holdings Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 206)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ EGM ”) of TSC Group Holdings Limited (the “ Company ”) will be held at 2/F, Pacific Room, Island Pacific Hotel, 152 Connaught Road West, Hong Kong at 10:00 a.m. on Monday, 5 February 2018, for the purposes of considering and, if thought fit, passing with or without amendment, the following resolutions of the Company as ordinary resolutions:

ORDINARY RESOLUTIONS

1. “ THAT :

2. (a) the entering into of the conditional subscription agreement (the “ Subscription Agreement ”, a copy of which is tabled at the meeting and marked “A” and initialed by the chairman of the meeting for the purpose of identification) entered into between the Company as issuer and China Merchants & Great Wall Ocean Strategy & Technology Fund (L.P.) as subscriber (the “ Subscriber ”) dated 14 December 2017 in relation to the subscription by the Subscriber (or the Subscriber Nominee) of an aggregate of 765,186,000 shares in the Company (the “ Subscription Shares ”) at the subscription price of HK$0.67 per Subscription Share to be issued by the Company and the transactions contemplated thereunder be and hereby confirmed, approved and ratified;

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• (b) all the transactions contemplated under the Subscription Agreement including but not limited to the Specific Mandate to allot and issue the Subscription Shares by the Company to the Subscriber Nominee pursuant to the Subscription Agreement be and is hereby approved, and the director(s) of the Company (the “ Director(s) ”) be and are hereby authorised to allot and issue the Subscription Shares to the Subscriber Nominee pursuant to the Subscription Agreement; and

• (c) the Directors (or a duly authorised committee thereof) be and are hereby authorised to do all such further acts and things and to sign and execute all such other or further documents and to take all such steps which, in the opinion of the Directors (or a duly authorised committee thereof), may be necessary, appropriate, desirable or expedient to implement and/or give effect to the terms of, or the transactions contemplated by, the Subscription Agreement and to agree to such variation, amendments or waiver of matters relating thereto as are, in the opinion of the Directors (or a duly authorised committee thereof), in the interests of the Company.”

• “ THAT , subject to the passing of the ordinary resolution numbered 1, the waiver (the “ Whitewash Waiver ”) granted or to be granted to the Subscriber Nominee and persons acting in concert with it by the Executive (or any delegate of the Executive) of the Corporate Finance Division of the Securities and Futures Commission pursuant to Note 1 to the Notes on dispensation from Rule 26 of the Hong Kong Code on Takeovers and Mergers from any obligation on the part of the Subscriber Nominee to make a mandatory general offer for all the issued ordinary shares and other securities of the Company not already owned or agreed to be acquired by the Subscriber, the Subscriber Nominee and the parties acting in concert with them which would otherwise arise as a result of the Subscriber Nominee subscribing for the Subscription Shares and the issue of the Subscription Shares to the Subscriber Nominee pursuant to the Subscription Agreement be and is hereby approved, and that any one or more of the Directors be and is hereby authorised to do all such acts and things and execute all such documents as he/she considers necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to any of the matters relating to, or incidental to, the Whitewash Waiver.”

• “ THAT subject to and conditional on the passing of the ordinary resolutions numbered 1 and 2, the appointment of Mr. Wang Hongyuan to serve as an executive Director with effect from the completion of the Subscription Agreement be and is hereby approved and the Directors be authorised to fix his remuneration.”

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1. “ THAT subject to and conditional on the passing of the ordinary resolutions numbered 1 and 2, the appointment of Mr. Yang Guohui to serve as an executive Director with effect from the completion of the Subscription Agreement be and is hereby approved and the Directors be authorised to fix his remuneration.”

2. “ THAT subject to and conditional on the passing of the ordinary resolutions numbered 1 and 2, the appointment of Ms. Li Rong to serve as a non-executive Director with effect from the completion of the Subscription Agreement be and is hereby approved and the Directors be authorised to fix her remuneration.”

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

Hong Kong, 19 January 2018

Notes:

• (a) The register of members of the Company will be closed from Wednesday, 31 January 2018 to Monday, 5 February 2018, 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 30 January 2018.

• (b) 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.

• (c) 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 (i.e. at 10 a.m. on 3 February 2018) or any adjourned meeting. The proxy form is published on the websites of Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk and the Company at www.t-s-c.com.

• (d) 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.

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• (e) 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.

• (f) 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.

As at the date of this announcement, the Board comprises three executive Directors, namely Mr. Jiang Bing Hua, Mr. Zhang Menggui, Morgan and Mr. Wang Yong; three non-executive Directors, namely Mr. Jiang Longsheng, Mr. Brian Chang and Mr. Wang Jianzhong; and three independent non-executive Directors, namely Mr. Chan Ngai Sang, Kenny, Mr. Guan Zhichuan and Dr. Lu Xiaoming.

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