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TSC Group Holdings Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 206) POLL RESULT OF EXTRAORDINARY GENERAL MEETING HELD ON 5 DECEMBER 2014

The Board is pleased to announce that the ordinary resolution as set out in the notice of the EGM contained in the Circular were duly approved by the Shareholders by way of poll at the EGM held on 5 December 2014.

Reference is made to the announcement dated 23 October 2014 and the circular incorporating a notice of extraordinary general meeting of TSC Group Holdings Limited (the "Company") dated 13 November 2014 (the "Circular"). Unless otherwise defined, capitalised terms used herein shall have the same meaning as defined in the Circular.

POLL RESULT

The Board is pleased to announce that the ordinary resolution proposed at the EGM held on
5 December 2014 has been duly passed by the Shareholders by way of poll as more than 50% of the votes were cast in favour of the resolution. The vote-taking at the EGM was scrutinised by the Company's Hong Kong branch share registrar, Tricor Investor Services Limited.
As at the date of the EGM, the total number of issued shares of the Company was 696,511,204 ordinary shares, which were the total number of shares entitling the holders to attend and vote on the resolution at the EGM. There were no shares entitling the holder to attend and abstain from voting in favour at the EGM as set out in rule 13.40 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules").
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No shareholder of the Company was required under the Listing Rules to abstain from voting on the resolution at the EGM as no shareholder of the Company has any material interest in the Agreement. None of the shareholders has stated their intention in the Circular to vote against or to abstain from voting on the resolution at the EGM.
The poll results are as follows:

Ordinary Resolution

Number of Votes (%)

Ordinary Resolution

For

Against

1.

To approve, confirm and ratify the conditional share purchase agreement dated 23 October 2014 (the " Agreement ") entered into between Petro Equip Leaders Limited (the "Purchaser") (a wholly-owned subsidiary of the Company) with Xingbo Limited (the "Vendor") and Mr. Li Yong Hu (the "Guarantor") in respect of the issue of 8,404,000 ne w shares (" Consideration Shar es ") and the transactions contemplated thereunder as set out in the notice of special general meeting dated 13 November 2014, including but not limited to the allotment and issue of the Consideration Shares, and the grant of a specific mandate to the directors of the Company to issue the and allot the Consideration Shares."

295,481,539 (100%)

0

(0%)

As a majority of the votes were cast in favour of the resolution, the resolution was duly passed as ordinary resolution.
By Order of the Board

TSC Group Holdings Limited Jiang Bing Hua

Executive Chairman

Hong Kong, 5 December 2014

As at the date of this announcement, Mr. Jiang Bing Hua and Mr. Zhang Menggui are executive Directors; Mr. Jiang Longsheng, Mr. Brian Chang and Mr. Yu Yuqun are non- executive Directors; and Mr. Chan Ngai Sang, Kenny, Mr. Bian Junjiang, Mr. Guan Zhichuan and Mr. Robert William Fogal Jr. are independent non-executive Directors.

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