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. This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company. TSC Group Holdings Limited (Incorporated in the Cayman Islands with limited liability) (Stock Code: 206) UPDATE ANNOUNCEMENT Reference is made to the announcement issued by TSC Group Holdings Limited (the Company ) dated 14 December 2017 (the Announcement ) regarding the Subscription and the application for Whitewash Waiver. Unless the context requires otherwise, capitalized terms used herein shall bear the same meanings as those defined in the Announcement. The Board has been informed by the that on 15 December 2017 and 19 December 2017, the entered into subscription agreements with two new limited partners, namely Meris Global Investments Limited and Essence International CMBC Fund SP ( Essence Fund SP ), respectively. Meris Global Investments Limited is a co-investment vehicle of the management team of the Fund Manager, and has subscribed for approximately 0.035% limited partnership interest in the. Essence Fund SP, an independent third party of the, has subscribed for approximately 19.993% of limited partnership interest in the. Essence Fund SP has subscribed for the limited partnership interests in the on behalf of China Minsheng Banking Corp., Ltd. (HKSE Stock Code: 01988), which is the ultimate beneficiary of Essence Fund SP and provided the financial resources for the said subscription. 1
The following chart depicts the corporate structure of the immediately prior to the subscription by Meris Global Investments Limited and Essence Fund SP: CM Group (Note 2) China Merchants Steam Navigation Company Limited China Merchants Capital Investment Co., Ltd. China Merchants Capital Management Co. Ltd. China Merchants Capital Management China Merchants Capital Holdings Co. Ltd. China Merchants Capital Holdings China Merchants Holdings (Hong Kong) Company Ltd. CM Industry GW Asset Management (Note 1) GWAMC International Great Wall International Investment V Limited 45% Equity interest Limited partnership interest in the Fund GP 12.5% 30% 37.5% 25% 50% Fund Manager Overall control Manage day to day affairs * For identification purpose only Note 1: Note 2: The ultimate beneficial shareholders of GW Asset Management are Ministry of Finance of the People s Republic of China, National Council for Social Security Fund of the People s Republic of China and China Life Insurance (Group) Company, each holding 97%, 2% and 1% of equity interest, respectively. CM Group is wholly owned by the State-owned Assets Supervision and Administration Commission of the State Council of the People s Republic of China. Following the introduction of the two new limited partners, the original limited partners of the, namely China Merchants Capital Holdings, CM Industry and Great Wall International Investment V Limited, will hold approximately 9.996%, 29.989% and 39.986% of limited partnership interest in the, respectively. There have been no changes to the shareholding structure of the Fund GP (the s general partner) nor the Fund Manager (the management company of the ). 2
The following chart depicts the corporate structure of the as at the date of this announcement: CM Group (Note 2) China Merchants Steam Navigation Company Limited Essence Fund SP (Note 4) China Merchants Capital Investment Co., Ltd.* China Merchants Capital Management Co. Ltd.* China Merchants Capital Holdings Co. Ltd.* China Merchants Capital Management China Merchants Capital Holdings China Merchants Holdings (Hong Kong) Company Ltd. CM Industry Meris Global Investments Limited (Note 3) GW Asset Management (Note 1) GWAMC International Great Wall International Investment V Limited 45% Equity Interest Limited partnership interest in the Fund GP 9.996% 30% 29.989% 0.035% 25% 39.986% Fund Manager Overall control Manage day to day affairs 19.993% * For identification purpose only Note 1: Note 2: Note 3: Note 4: Note 5: The ultimate beneficial shareholders of GW Asset Management are Ministry of Finance of the People s Republic of China, National Council for Social Security Fund of the People s Republic of China and China Life Insurance (Group) Company, each holding 97%, 2% and 1% of equity interest, respectively. CM Group is wholly owned by the State-owned Assets Supervision and Administration Commission of the State Council of the People s Republic of China. Meris Global Investments Limited is a co-investment vehicle of the management team of the Fund Manager. The management team of the Fund Manager, including Mr. Wang Hongyuan, Mr. Yang Guohui and Ms. Li Rong, holds in aggregate 81% beneficial interests in Meris Global Investments Limited. The remaining 19% beneficial interests in Meris Global Investments Limited are held by independent third parties. Essence Fund SP, an independent third party of the, has subscribed for the limited partnership interests in the on behalf of China Minsheng Banking Corp., Ltd., (HKSE Stock Code: 01988) which is the ultimate beneficiary of Essence Fund SP and provided the financial resources for the said subscription. The percentages of the limited partnership interest in the as stated in this announcement are rounded to the nearest three decimal places, and the total number of percentages may not add up to due to rounding. 3
Save for the 92,800,000 Shares held by CIMC (HK), which is indirectly held by CM Group through its subsidiaries including CM Industry, representing approximately 13.12% of the issued share capital of the Company as at the date of the Announcement and this announcement, (i) the and its ultimate beneficial owners are parties independent of the Company and the connected persons (as defined under the Listing Rules) of the Company; and (ii) before the Completion, the and parties acting in concert with it do not have any interest in the Company. Save as disclosed in this announcement, all other information in the Announcement remains unchanged. By Order of the Board TSC Group Holdings Limited Jiang Bing Hua Executive Chairman Hong Kong, 22 December 2017 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. The Directors jointly and severally accept full responsibility for the accuracy of the information (other than that relating to the ) contained in this announcement and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement (other than those expressed by the ) have been arrived at after due and careful consideration and there are no other facts not contained in this announcement the omission of which would make any statement in this announcement misleading. The directors of China Merchants Great-Wall GP Limited, namely, Mr. Zhang Rizhong, Mr. Wang Hongyuan, Mr. Chen Anhua, Mr. Huang Xiaohua and Mr. Wu Sichuan, accept full responsibility for the accuracy of the information (other than that relating to the Group) contained in this announcement and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement (other than those expressed by the Group) have been arrived at after due and careful consideration, and there are no other facts not contained in this announcement the omission of which would make any statement in this announcement misleading. 4
The directors of China Merchants Great-Wall Capital Management Limited, namely, Mr. Zhang Rizhong, Mr. Wang Hongyuan, Mr. Chen Anhua, Mr. Huang Xiaohua, Mr. Wu Sichuan, Mr. Tian Jiong and Mr. Kang Dong, accept full responsibility for the accuracy of the information (other than that relating to the Group) contained in this announcement and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement (other than those expressed by the Group) have been arrived at after due and careful consideration, and there are no other facts not contained in this announcement the omission of which would make any statement in this announcement misleading. 5