TSC Group Holdings Limited has conditionally agreed to allot and issue to China Merchants & Great Wall Ocean Strategy & Technology Fund (L.P.) or the Subscriber Nominee, and the China Merchants has conditionally agreed to subscribe for or nominate the Subscriber Nominee to subscribe for, at Completion, 765,186,000 Subscription Shares. Jiang Longsheng, Mr. Brian Chang and Mr. Wang Yong will resign as Directors with effect from the Completion Date. In place of resigning Directors, the Board has proposed Mr. Wang Hongyuan, Mr. Yang Guohui and Ms. Li Rong as the candidates for election as the Directors at the EGM. If the Candidates for Directors are approved by the Shareholders at the EGM, their appointment as the Directors will take effect from Completion.