THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any 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 Tesson Holdings Limited (the “ Company ”), you should at once hand this circular together with the accompanying form of proxy to the purchaser or the transferee, or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser or 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.

This circular is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.

TESSON HOLDINGS LIMITED 天臣控股有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 1201)

(I) PROPOSED ISSUE OF NEW SHARES UNDER SPECIFIC MANDATES; (II) CONNECTED TRANSACTION INVOLVING SUBSCRIPTION OF NEW SHARES BY CONNECTED PERSON; AND (III) NOTICE OF SGM

Financial Adviser to the Company

==> picture [137 x 32] intentionally omitted <==

Independent Financial Adviser

to the Independent Board Committee and the Independent Shareholders

==> picture [142 x 33] intentionally omitted <==

A letter from the Board is set out on pages 5 to 13 of this circular. A letter from the Independent Board Committee containing its recommendation to the Independent Shareholders is set out on pages 14 to 15 of this circular. A letter from the Independent Financial Adviser containing its advice to the Independent Board Committee and the Independent Shareholders is set out on pages 16 to 30 of this circular.

A notice convening the SGM to be convened and held at Jade Room, 9/F., Infinitus Plaza, 199 Des Voeux Road Central, Hong Kong on Thursday, 10 December 2015 at 3:30 p.m. is set out on pages 37 to 39 of this circular. A form of proxy for use at the SGM is also enclosed with this circular. Whether or not you are able to attend the SGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same with Computershare Hong Kong Investor Services Limited, the Company’s Hong Kong Branch Share Registrar and Transfer Office, at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the SGM or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the SGM or any adjourned meeting should you so wish.

24 November 2015

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
LETTER FROM THE INDEPENDENT BOARD COMMITTEE . . . . . . . . . . . . . . . . . . . .	14
LETTER FROM THE INDEPENDENT FINANCIAL ADVISER . . . . . . . . . . . . . . . . . . . .	16
APPENDIX – GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	31
NOTICE OF SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	37

DEFINITIONS

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

“Announcements” the announcements of the Company dated 26 October 2015 and 27 October 2015 respectively in relation to, among other things, the Subscription Agreements and the transactions contemplated thereunder
“associate(s)” has the meaning ascribed to it in the Listing Rules
“Board” the board of Directors
“Business Day” a day (other than a Saturday, Sunday, public holiday of Hong Kong or a day on which a tropical cyclone warning no. 8 or above or a “black” rainstorm warning signal is hoisted or remains hoisted between 9:00 a.m. and 12:00 noon and is not lowered or discontinued at or before 12:00 noon) on which licensed banks in Hong Kong are generally open for business through their normal business hours
“close associate(s)” has the meaning ascribed to it in the Listing Rules
“Company”
Tesson Holdings Limited, a company incorporated in Bermuda with limited liability, the issued shares of which are listed on the main board of the Stock Exchange (stock code: 1201)

“Completion” completion of the Independent Subscription or the Connected Subscription (as the case may be)

“connected person(s)” has the meaning ascribed to it under the Listing Rules
“Connected Subscriber” Burgeon Max Holdings Limited (萌豐控股有限公司), a company incorporated in the British Virgin Islands with limited liability
“Connected Subscription” the subscription of the Connected Subscription Shares by the Connected Subscriber pursuant to the Connected Subscription Agreement
“Connected Subscription Agreement”
the conditional subscription agreement dated 26 October 2015 entered into between the Company and the Connected Subscriber in relation to the Connected Subscription
“Connected Subscription Shares”
100,000,000 new Shares to be allotted and issued to the Connected Subscriber pursuant to the Connected Subscription Agreement
“Director(s)”

the director(s) of the Company

DEFINITIONS

“Group”
“HK$”
“Hong Kong”
“Independent Board Committee”
“Independent Financial Adviser” or “Proton Capital”
“Independent Third Party(ies)”
“Independent Shareholders”
“Independent Subscriber”
“Independent Subscription”
“Independent Subscription Agreement”
“Independent Subscription Shares”

the Company and its subsidiaries

Hong Kong dollars, the lawful currency of Hong Kong

the Hong Kong Special Administrative Region of the PRC

an independent committee of the Board which comprises Mr. Ho Chun Chung, Patrick, Mr. Lee Kwong Yiu and Mr. Wang Jinlin

Proton Capital Limited, a licensed corporation to carry out type 1 (dealing in securities) and type 6 (advising on corporate finance) regulated activities as defined under the SFO, being the independent financial adviser to the Independent Board Committee and the Independent Shareholders in respect of the Connected Subscription

any person or company and their respective shareholders, ultimate beneficial owners (if applicable) and associate(s) which, to the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, are third parties independent of the Company and its connected persons

Shareholders other than those who are required under the Listing Rules to abstain from voting at the SGM for the resolution(s) approving the Connected Subscription Agreement and the transactions contemplated thereunder, including the specific mandate for the allotment and issue of the Connected Subscription Shares under the Connected Subscription

Lankai Limited (藍凱有限公司), a company incorporated in the British Virgin Islands with limited liability

the subscription of the Independent Subscription Shares by the Independent Subscriber pursuant to the Independent Subscription Agreement

the conditional subscription agreement dated 26 October 2015 entered into between the Company and the Independent Subscriber in relation to the Independent Subscription

100,000,000 new Shares to be allotted and issued to the Independent Subscriber pursuant to the Independent Subscription Agreement

DEFINITIONS

“Last Trading Day”	23 October 2015, being the last trading day of the Shares on the
	Stock Exchange immediately prior to the date of the Subscription
	Agreements
“Latest Practicable Date”	19 November 2015, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information
	contained herein
“Listing Rules”	the Rules Governing the Listing of the Securities on the Stock
	Exchange
“Long Stop Date”	31 December 2015
“PRC”	the People’s Republic of China
“SFO”	Securities and Futures Ordinance (Chapter 571, Laws of Hong
	Kong)
“SGM”	the special general meeting of the Company to be convened and
	held at Jade Room, 9/F., Infinitus Plaza, 199 Des Voeux Road
	Central, Hong Kong on Thursday, 10 December 2015 at 3:30 p.m
	for the purpose of considering and, if thought fit, approving the
	Subscription Agreements and the transactions contemplated
	thereunder, including the grant of the specific mandates for the
	allotment and issue of the Subscription Shares under the
	Subscriptions
“Share(s)”	ordinary share(s) of HK$0.10 each in the share capital of the
	Company
“Shareholder(s)”	holder(s) of the Shares
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Subscribers”	collectively, the Independent Subscriber and the Connected
	Subscriber
“Subscriptions”	collectively, the Independent Subscription and the Connected
	Subscription
“Subscription Agreements”	collectively, the Independent Subscription Agreement and the
	Connected Subscription Agreement
“Subscription Price”	a subscription price of HK$0.80 per Subscription Share

DEFINITIONS

“Subscription Shares” collectively, the Independent Subscription Shares and the Connected Subscription Shares, each a “Subscription Share” “Tesson New Energy” Tesson New Energy (Shenzhen) Limited (天臣新能源（深圳）有限公司), a wholly-owned subsidiary of the Company “%” per cent.

LETTER FROM THE BOARD

TESSON HOLDINGS LIMITED 天臣控股有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 1201)

Executive Directors:

Ms. Cheng Hung Mui Mr. Zhang Xiaofeng (Chief Executive Officer)

Mr. Tin Kong (Chairman) Mr. Zhou Jin Mr. Chen Dekun Mr. Tao Fei Hu

Independent Non-Executive Directors:

Mr. Ho Chun Chung, Patrick Mr. Lee Kwong Yiu Mr. Wang Jinlin

Registered Office:

Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Head Office and Principal Place of Business in Hong Kong: Room 1007 Tsim Sha Tsui Centre, West Wing 66 Mody Road, Tsim Sha Tsui Kowloon, Hong Kong

24 November 2015

To the Shareholders

Dear Sir or Madam,

(I) PROPOSED ISSUE OF NEW SHARES UNDER SPECIFIC MANDATES; (II) CONNECTED TRANSACTION INVOLVING SUBSCRIPTION OF NEW SHARES BY CONNECTED PERSON;

AND (III) NOTICE OF SGM

INTRODUCTION

Reference is made to the Announcements regarding the Subscriptions.

LETTER FROM THE BOARD

Connected Subscriber has conditionally agreed to subscribe for, and the Company has conditionally agreed to allot and issue, 100,000,000 Connected Subscription Shares at the Subscription Price of HK$0.80 per Subscription Share.

The purpose of this circular is to provide you with, amongst others, (i) further information on the Subscription Agreements and the transactions contemplated thereunder; (ii) the recommendation of the Independent Board Committee to the Independent Shareholders regarding the terms of the Connected Subscription Agreement and the transactions contemplated thereunder (including the Connected Subscription); (iii) a letter from the Independent Financial Adviser containing their advice to the Independent Board Committee and the Independent Shareholders regarding the terms of the Connected Subscription Agreement and the transactions contemplated thereunder (including the Connected Subscription); and (iv) the notice convening the SGM.

SUBSCRIPTION AGREEMENTS

Save as otherwise specified below, the terms of the Subscription Agreements are substantially the same. Principal terms of the Subscription Agreements are set out below:

Date

26 October 2015

Parties involved

(i) the Company; and
(ii) the Independent Subscriber or the Connected Subscriber (as the case may be).

The Independent Subscriber is an investment holding company. The sole shareholder of the Independent Subscriber, namely, Mr. Li Yujun, invests and manages a hotel in Guangxi, the PRC. The Company got acquainted with the Independent Subscriber through Mr. Tin Kong, the Chairman and an executive Director of the Company. To the best knowledge, information and belief of the Directors, having made all reasonable enquiries, as well as confirmed by the Independent Subscriber, the Independent Subscriber and its associates are Independent Third Parties.

The Connected Subscriber is an investment holding company. As at the Latest Practicable Date, the Connected Subscriber is owned as to 60% by Ms. Wang Jin and 40% by Ms. Wu Siqing. Ms. Wang Jin and Ms. Wu Siqing are experienced in financial management and investment. Given that Ms. Wang Jin is the spouse of the legal representative of Tesson New Energy, a wholly-owned subsidiary of the Company, the Connected Subscriber is regarded as a connected person of the Company pursuant to Chapter 14A of the Listing Rules.

To the best knowledge, information and belief of the Directors, having made all reasonable enquiries, the Independent Subscriber and the Connected Subscriber are not related to each other.

LETTER FROM THE BOARD

To proceed with the Subscriptions, the Company had sought for potential investors and was only able to reach agreements with the Independent Subscriber and the Connected Subscriber respectively who are optimistic about the future development of the Group.

Subscription Shares

Pursuant to the Independent Subscription Agreement, the Independent Subscriber has conditionally agreed to subscribe for, and the Company has conditionally agreed to allot and issue, 100,000,000 Independent Subscription Shares. Pursuant to the Connected Subscription Agreement, the Connected Subscriber has conditionally agreed to subscribe for, and the Company has conditionally agreed to allot and issue, 100,000,000 Connected Subscription Shares.

The aggregate of 200,000,000 Subscription Shares, represents (i) approximately 51.00% of the existing issued share capital of the Company as at the Latest Practicable Date; and (ii) approximately 33.78% of the issued share capital of the Company as enlarged by the allotment and issue of the Subscription Shares. The aggregate nominal value of 200,000,000 Subscription Shares is HK$20,000,000.

Subscription Price

The Subscription Price of HK$0.80 represents:

(a) a discount of approximately 19.19% to the closing price of HK$0.99 per Share as quoted on the Stock Exchange on the Latest Practicable Date;
(b) a discount of approximately 23.08% to the closing price of HK$1.04 per Share as quoted on the Stock Exchange on the date of the Subscription Agreements;
(c) a discount of approximately 27.27% to the closing price of HK$1.10 per Share as quoted on the Stock Exchange on the Last Trading Day;
(d) a discount of approximately 16.32% to the average closing price of HK$0.956 per Share as quoted on the Stock Exchange for the last five consecutive trading days up to and including the Last Trading Day; and
(e) a discount of approximately 8.36% to the average closing price of HK$0.873 per Share as quoted on the Stock Exchange for the last 10 consecutive trading days up to and including the Last Trading Day.

The Subscription Price was arrived at after arm’s length negotiations between the Company and the Independent Subscriber/Connected Subscriber with reference to the recent market prices of the Shares.

LETTER FROM THE BOARD

Conditions precedent

Completion is conditional upon fulfilment of the following conditions precedent:

(1) the Listing Committee of the Stock Exchange having granted the listing of, and permission to deal in, the Independent Subscription Shares or the Connected Subscription Shares (as the case may be);
(2) all necessary consents and approvals required to be obtained on the part of the Company in respect of the Independent Subscription Agreement or the Connected Subscription Agreement (as the case may be) and the transactions contemplated thereunder having been obtained;
(3) all necessary consents and approvals required to be obtained on the part of the Independent Subscriber or the Connected Subscriber (as the case may be) in respect of the Independent Subscription Agreement or the Connected Subscription Agreement (as the case may be) and the transactions contemplated thereunder having been obtained; and
(4) the passing by the Shareholders (other than those who are required to abstain from voting pursuant to the Listing Rules or other applicable laws, rules and regulations) of the necessary resolution(s) at the SGM to approve the Independent Subscription Agreement or the Connected Subscription Agreement (as the case may be) and the transactions contemplated thereunder, including but not limited to the allotment and issue of the Independent Subscription Shares or the Connected Subscription Shares (as the case may be).

If the above conditions have not been fulfilled on or before 4:00 p.m. on the Long Stop Date, or such other date as the parties to the Independent Subscription Agreement or the Connected Subscription Agreement (as the case may be) may agree in writing, the Independent Subscription Agreement or the Connected Subscription Agreement (as the case may be) shall cease and terminate (save for those provisions dealing with termination, fees, announcement, notices and governing law and jurisdiction which shall survive termination) and neither party shall have any obligations and liabilities towards each other thereunder save for any antecedent breaches of the terms thereof.

In relation to the condition precedent set out in paragraph (2) above, save for (i) the approval by the Board of the Subscription Agreements and the transactions contemplated thereunder; (ii) the Stock Exchange’s approval for the despatch of this circular to the Shareholders, which are necessary in connection with the performance of the Subscription Agreements and the transactions contemplated thereunder; (iii) the granting of the listing of, and permission to deal in, the Subscription Shares by the Listing Committee of the Stock Exchange as set out in paragraph (1) above; and (iv) the approval by the Shareholders at the SGM of the Subscription Agreements and transactions contemplated thereunder as set out in paragraph (4) above, as at the Latest Practicable Date, the Directors were not aware of any other consents or approvals required to be obtained on the part of the Company in respect of the Subscription Agreements and the transactions contemplated thereunder.

In relation to the condition precedent set out in paragraph (3) above, as at the Latest Practicable Date, the Subscribers were not aware of any consents or approvals required to be obtained on the part of the Subscribers in respect of the Subscription Agreements and the transactions contemplated thereunder.

LETTER FROM THE BOARD

As at the Latest Practicable Date, save for the condition precedent set out in paragraph (3) above, none of the conditions precedent has been fulfilled.

For the avoidance of doubt, the Independent Subscription and the Connected Subscription are not conditional on each other.

Completion

Upon fulfilment of all the conditions precedent set out above, Completion shall take place at 4:00 p.m. on the third Business Day following the date on which all the conditions precedent to completion of the Independent Subscription or the Connected Subscription (as the case may be) are fulfilled (or such other date and time as may be agreed between parties to the Independent Subscription Agreement or the Connected Subscription Agreement (as the case may be)).

Ranking of Subscription Shares

The Independent Subscription Shares and the Connected Subscription Shares will rank, upon issue, pari passu in all respects with the Shares in issue as at the date of the allotment and issue of the Independent Subscription Shares and the Connected Subscription Shares, respectively.

Mandate to issue the Subscription Shares

The Subscription Shares will be allotted and issued pursuant to the specific mandates to be sought from the Shareholders or Independent Shareholders (as the case may be) at the SGM.

Application for Listing

Application will be made by the Company to the Stock Exchange for the listing of, and permission to deal in, the Subscription Shares.

REASONS FOR THE SUBSCRIPTIONS

The Company is an investment holding company and its subsidiaries are principally engaged in printing and manufacturing of packaging products.

According to the announcement of the Company dated 20 October 2015, the Company has established an indirect wholly-owned subsidiary, namely Tesson New Energy, in Shenzhen, the PRC in late September 2015. Tesson New Energy is intended to engage in the sale of lithium ion motive battery, lithium ion battery module, battery charging devices, battery materials machines and production lines, new energy solution and sale of relevant equipment, investments holding and import and export trading (“ Potential New Business ”). The Board intended to develop the Potential New Business through self-development of Tesson New Energy and/or acquisition(s) of suitable targets/assets through Tesson New Energy or any other subsidiaries. Tesson New Energy has employed a number of employees in November 2015 who are experienced in the lithium battery business. Before joining Tesson New Energy, these employees worked for major lithium battery manufacturers / relevant industries in the PRC.

LETTER FROM THE BOARD

The management of the Group has been monitoring the financial performance of a PRC subsidiary of the Group which operates in Harbin, Heilongjiang Province, the PRC (the “ Harbin Subsidiary ”) and recorded consecutive losses for the past three financial years. The Board does not obviate the possibility of discontinuing the operation of the Harbin Subsidiary which does not represent a significant part of the Group’s overall operation. Save as and except for the above, the Company has not entered, or proposed to enter into any agreement, arrangement, undertaking (whether formal or informal and whether expressed or implied) and negotiation (whether concluded or not), with an intention to dispose of/downsize the existing business of the Group.

The Group’s cash and cash equivalents as at 30 June 2015 was approximately HK$184,254,000, of which approximately HK$80 million had been applied for repayment of liabilities of the Group. The remaining balance of cash and cash equivalents is retained for, amongst others, the general working capital of the Group, in particular, its printing and manufacturing of packaging products operation. As such, the existing financial resources of the Group may not be sufficient for the Potential New Business at present.

Financing alternatives

The Board has considered various financing alternatives such as debt financing and equity financing.

In view of (i) that the Company just completed a debt restructuring by way of scheme of arrangement in March 2015 with discharge of the provisional liquidators in late February 2015; and (ii) the Group’s high gearing ratio (calculated as total liabilities over total assets) of approximately 62% as at 30 June 2015, it is challenging for the Group to obtain loans from banks or financial institutions. As such, the Board considers that debt financing is not suitable for the Group at present.

With regard to equity financing, the Directors considered that although both open offer and rights issue would allow Shareholders to maintain their respective pro-rata shareholdings in the Company and at the same time to strengthen the capital base of the Company, such fund raising exercises require the Company to procure commercial underwriting. Procurement of commercial underwriting would be difficult given (i) the situation of the Group as mentioned in the above paragraph; and (ii) the volatile market conditions in Hong Kong stock market in the past few months.

The Board is of the view that the Subscriptions (including both of the Independent Subscription and the Connected Subscription) represent opportunities for the Group to strengthen its financial positions and provide financial resources for the Group to develop the Potential New Business.

Intended use of proceeds

The gross proceeds of the Subscriptions will be HK$160 million. The net proceeds from the Subscriptions, after deducting professional fees and other related expenses, are estimated to be approximately HK$159 million and the net issue price per Subscription Share will be approximately HK$0.795. The Company intends to apply the net proceeds from the Subscriptions (i) as to approximately

10 -

LETTER FROM THE BOARD

HK$140 million for acquisition of lithium ion battery production facility(ies) and/or equipment (for selfdevelopment of the Potential New Business or expansion of the production facility(ies) to be acquired, if necessary) which target to achieve production capacity of 400,000 ampere-hour (Ah) to 600,000 Ah lithium ion battery per day in the future; and (ii) as to approximately HK$19 million for general working capital for the Group (which may apply for its existing business and/or the Potential New Business).

The funding need for the Potential New Business is estimated based on the initial business plan of the Potential New Business and the allocated net proceeds for the Potential New Business will be used when the Group proceeds with the acquisition of lithium ion battery production facility(ies) and/or equipment.

The Directors (including the independent non-executive Directors) consider that the Subscription Agreements are entered into on normal commercial terms and the terms of the Subscription Agreements are fair and reasonable and the Subscriptions are in the interest of the Company and the Shareholders as a whole.

EFFECT ON SHAREHOLDING STRUCTURE

As at the Latest Practicable Date, the Company has 392,180,400 Shares in issue. The shareholding structure of the Company (i) as at the Latest Practicable Date; (ii) immediately after the allotment and issue of the Independent Subscription Shares under the Independent Subscription (but before the allotment and issue of the Connected Subscription Shares under the Connected Subscription); (iii) immediately after the allotment and issue of the Connected Subscription Shares under the Connected Subscription (but before the allotment and issue of the Independent Subscription Shares under the Independent Subscription); and (iv) immediately after the allotment and issue of all Subscription Shares under the Subscriptions are as follows:

			Immediately after the	Immediately after the
			allotment and issue of the	allotment and issue of the
			Independent Subscription	Connected Subscription
			Shares under the	Shares under the Connected
			Independent Subscription	Subscription (but before the
			(but before the allotment and	allotment and issue of the	Immediately	after the
			issue of the Connected	Independent Subscription	allotment and	issue of all
	As at the Latest		Subscription Shares under	Shares under the	Subscription Shares to under
	Practicable Date		the Connected Subscription)	Independent Subscription)	the Subscriptions
	Number of	Approximate	Number of Approximate	Number of Approximate	Number of	Approximate
	Shares	%	Shares %	Shares %	Shares	%
Double Key International
Limited (Note)	235,245,306	59.98	235,245,306 47.79	235,245,306 47.79	235,245,306	39.72
The Independent Subscriber	–	–	100,000,000 20.32	– –	100,000,000	16.89
The Connected Subscriber	–	–	– –	100,000,000 20.32	100,000,000	16.89
Existing public Shareholders	156,935,094	40.02	156,935,094 31.89	156,935,094 31.89	156,935,094	26.50
Total	392,180,400	100	492,180,400 100	492,180,400 100	592,180,400	100

Note: Double Key International Limited is wholly owned by Ms. Cheng Hung Mui, an executive Director.

11 -

LETTER FROM THE BOARD

FUND RAISING ACTIVITIES OF THE COMPANY DURING THE PAST 12 MONTHS

Apart from the fund raising activity mentioned below, the Company had not conducted any other equity fund raising activities in the past 12 months immediately preceding the Latest Practicable Date.

Date of Net proceeds announcements Fund raising activity raised Intended use of proceeds Actual use of proceeds 15 September 2014, Open offer on the basis Approximately (a) administrative expenses of (a) Approximately 4 December 2014, of one offer share for HK$89.50 approximately HK$10 million; and HK$9.5 million was 31 December 2014, every two existing shares million (b) the remaining balance of applied for 4 February 2015, held on the record date approximately HK$79.50 million administrative expenses 17 March 2015 as (i) working capital of the of the Group; and (b) Group; (ii) investment in new approximately HK$80 businesses when suitable million was applied for opportunities arise; or (iii) repayment of liabilities repayment of part of the working of the Group. capital loan from Double Key subject to (i) and (ii) above.

LISTING RULES IMPLICATION

The Independent Subscription Shares will be issued under the specific mandate to be sought at the SGM and the Independent Subscription is therefore subject to Shareholders’ approval.

As at the Latest Practicable Date, the Connected Subscriber is owned as to 60% by Ms. Wang Jin and 40% by Ms. Wu Siqing. Given that Ms. Wang Jin is the spouse of the legal representative of Tesson New Energy, a wholly-owned subsidiary of the Company, the Connected Subscriber is regarded as a connected person of the Company pursuant to Chapter 14A of the Listing Rules. Accordingly, the Connected Subscription constitutes a non-exempt connected transaction of the Company under the Listing Rules and is subject to the announcement, reporting and independent shareholders’ approval requirements pursuant to the Listing Rules.

An Independent Board Committee has been established to advise the Independent Shareholders, and Proton Capital Limited has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the terms of the Connected Subscription Agreement entered between the Company and the Connected Subscriber and the transactions contemplated thereunder (including the Connected Subscription).

Voting in relation to the ordinary resolutions to be proposed at the SGM to approve the Subscription Agreements and the transactions contemplated thereunder, including the grant of the specific mandates for the allotment and issue of the Subscription Shares will be conducted by way of poll.

None of the Directors has material interest in the Subscription Agreements and the transactions contemplated thereunder. As such, no Director is required to abstain from voting on the relevant board resolutions approving the Subscription Agreements and the transactions contemplated thereunder.

12 -

LETTER FROM THE BOARD

To the best of the Directors’ knowledge, information and belief, as at the Latest Practicable Date, none of the Shareholders has material interest in (i) the Independent Subscription Agreement and the transactions contemplated thereunder; and (ii) the Connected Subscription Agreement and the transactions contemplated thereunder and as such, none of the Shareholders is required to abstain from voting on the relevant resolutions to be proposed at the SGM for approving (i) the Independent Subscription Agreement and the transactions contemplated thereunder, including the specific mandate for the allotment and issue of the Independent Subscription Shares under the Independent Subscription; and (ii) the Connected Subscription Agreement and the transactions contemplated thereunder, including the specific mandate for the allotment and issue of the Connected Subscription Shares under the Connected Subscription.

SGM

The SGM will be held at Jade Room, 9/F., Infinitus Plaza, 199 Des Voeux Road Central, Hong Kong on Thursday, 10 December 2015 for the purpose of considering and, if thought fit, passing the ordinary resolutions in relation to the Subscription Agreements and the transactions contemplated thereunder, including the grant of the specific mandates for the allotment and issue of the Subscription Shares.

A notice convening the SGM is set out on pages 37 to 39 of this circular. A form of proxy for use at the SGM is also enclosed with this circular. Whether or not you are able to attend the SGM, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return the same as soon as possible to Computershare Hong Kong Investor Services Limited, the Company’s Hong Kong Branch Share Registrar and Transfer Office, at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, and in any event not less than 48 hours before the time appointed for the holding of the SGM or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the SGM or any adjourned meeting should you so wish.

RECOMMENDATION

Having considered the reasons set out herein, the Directors (including the independent non-executive Directors) are of the opinion that the Subscription Agreements are on normal commercial terms, fair and reasonable so far as the Shareholders are concerned and the Subscriptions are in the interest of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the ordinary resolutions set out in the notice of SGM enclosed to this circular.

GENERAL

Your attention is also drawn to the letter from the Independent Board Committee set out on pages 14 to 15 of this circular, the letter from the Independent Financial Adviser set out on pages 16 to 30 of this circular and the additional information set out in the appendix to this circular.

By Order of the Board Tesson Holdings Limited Tin Kong

Chairman and Executive Director

13 -

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

TESSON HOLDINGS LIMITED 天臣控股有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 1201)

24 November 2015

To the Independent Shareholders

Dear Sir or Madam,

(I) PROPOSED ISSUE OF NEW SHARES UNDER SPECIFIC MANDATES; AND (II) CONNECTED TRANSACTION INVOLVING SUBSCRIPTION OF NEW SHARES BY CONNECTED PERSON

We refer to the circular dated 24 November 2015 (the “ Circular ”) of the Company of which this letter forms part. Terms used in this letter shall have the meanings as defined in the Circular unless the context requires otherwise.

We, being all the independent non-executive Directors, have been appointed to form the Independent Board Committee to advise you as to whether the terms of the Connected Subscription Agreement are fair and reasonable so far as the Independent Shareholders are concerned and whether the Connected Subscription Agreement and the transactions contemplated thereunder are in the interests of the Company and the Shareholders as a whole.

The Independent Financial Adviser has been appointed to advise the Independent Board Committee and the Independent Shareholders in relation to the Connected Subscription Agreement and transactions contemplated thereunder. We wish to draw your attention to the letter from the Board set out on pages 5 to 13 of this circular which sets out details of the Connected Subscription Agreement and the transactions contemplated thereunder, and the letter from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders set out on pages 16 to 30 of this circular which contain its advice in respect of the Connected Subscription Agreement and transactions contemplated thereunder (including the Connected Subscription). Your attention is also drawn to the general information set out in the appendix to the Circular.

Having taken into account the advice and recommendations of the Independent Financial Adviser and the principal factors and reasons taken into consideration by them in arriving at their opinion, we consider that the Connected Subscription Agreement are on normal commercial terms, and that such terms fair and reasonable as far as the Independent Shareholders are concerned. We consider that the Connected Subscription Agreement and the transactions contemplated thereunder (including the Connected

14 -

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

Subscription) are in the interests of the Company and the Shareholders as a whole. Accordingly, we recommend the Independent Shareholders to vote in favour of the resolution to be proposed at the SGM to approve the Connected Subscription Agreement and the transactions contemplated thereunder.

Yours faithfully,

Mr. Ho Chun Chung, Patrick

For and on behalf of the Independent Board Committee Mr. Lee Kwong Yiu

Mr. Wang Jinlin

Independent Non-executive Directors

15 -

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The following is the full text of a letter of advice from Proton Capital Limited to the Independent Board Committee and the Independent Shareholders, which has been prepared for the purpose of inclusion in the Circular.

==> picture [149 x 35] intentionally omitted <==

Unit 1001, 10th Floor, Chuang’s Tower, 30-32 Connaught Road Central, Hong Kong

24 November 2015

To: The Independent Board Committee and the Independent Shareholders of Tesson Holdings Limited

Dear Sirs,

CONNECTED TRANSACTION INVOLVING SUBSCRIPTION OF NEW SHARES BY CONNECTED PERSON

INTRODUCTION

We refer to our appointment as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the Connected Subscription, details of which are set out in the letter from the Board (the “ Board Letter ”) contained in the circular dated 24 November 2015 issued by the Company to the Shareholders (the “ Circular ”), of which this letter forms part. Capitalised terms used in this letter shall have the same meanings as those defined in the Circular unless the context requires otherwise.

On 26 October 2015 (after trading hours), the Company (i) entered into the Independent Subscription Agreement with the Independent Subscriber, pursuant to which the Independent Subscriber has conditionally agreed to subscribe for, and the Company has conditionally agreed to allot and issue, 100,000,000 Independent Subscription Shares at the Subscription Price of HK$0.80 per Subscription Share; and (ii) entered into the Connected Subscription Agreement with the Connected Subscriber, pursuant to which the Connected Subscriber has conditionally agreed to subscribe for, and the Company has conditionally agreed to allot and issue, 100,000,000 Connected Subscription Shares at the Subscription Price of HK$0.80 per Subscription Share.

With reference to the Board Letter, as at the Latest Practicable Date, the Connected Subscriber is owned as to 60% by Ms. Wang Jin and 40% by Ms. Wu Siqing. Given that Ms. Wang Jin is the spouse of the legal representative of Tesson New Energy, a wholly-owned subsidiary of the Company, the Connected Subscriber is regarded as a connected person of the Company pursuant to Chapter 14A of the Listing Rules. Accordingly, the Connected Subscription constitutes a non-exempt connected transaction of the Company under the Listing Rules and is subject to the announcement, reporting and independent shareholders’ approval requirements pursuant to the Listing Rules.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The Independent Board Committee comprising Mr. Ho Chun Chung, Patrick, Mr. Lee Kwong Yiu and Mr. Wang Jinlin (being independent non-executive Directors) has been established to advise the Independent Shareholders and Proton Capital Limited has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the terms of the Connected Subscription Agreement and the transactions contemplated thereunder.

BASIS OF OUR OPINION

In formulating our opinion to the Independent Board Committee and the Independent Shareholders, we have relied on the statements, information, opinions and representations contained or referred to in the Circular and the information and representations as provided to us by the Directors and the management of the Company (the “ Management ”). We have assumed that all information and representations that have been provided by the Directors, for which they are solely and wholly responsible, are true and accurate at the time when they were made and continue to be so as at the Latest Practicable Date. We have also assumed that all statements of belief, opinion, expectation and intention made by the Directors in the Circular were reasonably made after due enquiry and careful consideration. We have no reason to suspect that any material facts or information have been withheld or to doubt the truth, accuracy and completeness of the information and facts contained in the Circular, or the reasonableness of the opinions expressed by the Company, its advisers and/or the Directors, which have been provided to us. Our opinion is based on the Directors’ representation and confirmation that there are no undisclosed private agreements/arrangements or implied understanding with anyone concerning the Subscription. We consider that we have taken sufficient and necessary steps on which to form a reasonable basis and an informed view for our opinion in compliance with Rule 13.80 of the Listing Rules.

The Directors have collectively and individually accepted full responsibility for the accuracy of the information contained in the Circular and have confirmed, having made all reasonable enquiries, which to the best of their knowledge and belief, that the information contained in the Circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement in the Circular or the Circular misleading. We, as the Independent Financial Adviser, take no responsibility for the contents of any part of the Circular, save and except for this letter of advice. We consider that we have been provided with sufficient information to reach an informed view and to provide a reasonable basis for our opinion. We have not, however, conducted any independent in-depth investigation into the business and affairs of the Company, the Connected Subscriber or their respective subsidiaries or associates, nor have we considered the taxation implication on the Group or the Shareholders as a result of the Connected Subscription. Our opinion is necessarily based on the financial, economic, market and other conditions in effect and the information made available to us as at the Latest Practicable Date. Shareholders should note that subsequent developments (including any material change in market and economic conditions) may affect and/or change our opinion and we have no obligation to update this opinion to take into account events occurring after the Latest Practicable Date or to update, revise or reaffirm our opinion. In addition, nothing contained in this letter should be construed as a recommendation to hold, sell or buy any Shares or any other securities of the Company. Lastly, where information in this letter has been extracted from published or otherwise publicly available sources, it is the responsibility of Proton Capital to ensure that such information has been correctly extracted from the relevant sources while we are not obligated to conduct any independent in-depth investigation into the accuracy and completeness of that information.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

This letter is issued to the Independent Board Committee and the Independent Shareholders solely in connection with their consideration of the Connected Subscription, and, except for its inclusion in the Circular, is not to be quoted or referred to, in whole or in part, nor shall this letter be used for any other purpose without our prior written consent.

PRINCIPAL FACTORS AND REASONS CONSIDERED

In arriving at our opinion in respect of the Connected Subscription, we have taken into consideration the following principal factors and reasons:

(1) Background and reasons for the Connected Subscription

Information on the Group

With reference to the Board Letter, the Company is an investment holding company and its subsidiaries are principally engaged in printing and manufacturing of packaging products.

Trading in the Shares on the Stock Exchange had been suspended since 18 December 2013 and upon the application of China CITIC Bank International Limited (formerly known as CITIC Bank International Limited), a creditor of the Company, the provisional liquidators to the Company (the “ Provisional Liquidators ”) were appointed on 5 March 2014. In order to resume trading and revive the Group’s business, the Company conducted a restructuring which mainly included (i) winding up of those subsidiaries engaged in distribution business; (ii) debt restructuring by way of schemes of arrangement; and (iii) open offer (the “ Open Offer ”), which details were set out in the announcement of the Company dated 4 December 2014.

After the discharge of the Provisional Liquidators and the withdrawal/dismissal of winding-up petitions against the Company in February 2015 as well as fulfillment of the resumption conditions as set out by the Stock Exchange by the Company on 25 March 2015, trading in the shares of the Company on the Stock Exchange resumed on 27 March 2015 (the “ Resumption Date ”).

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Set out below is a summary of the consolidated financial information of the Company for the two years ended 31 December 2014 and 2013 and the six months ended 30 June 2015 as extracted from the Company’s annual report for the year ended 31 December 2014 (the “ 2014 Annual Report ”) and the interim report for the six months ended 30 June 2015 (the “ 2015 Interim Report ”) respectively:

			For the
			six months
	For the year	ended	ended
	31 December		30 June
	2013	2014	2015
	HK$’000	HK$’000	HK$’000
	(audited)	(audited)	(unaudited)
Continuing operations
Revenue	737,281	758,687	344,833
Gross profit	235,115	238,290	121,046
Profit/(loss) for the year/period from
continuing operations	(32,334)	62,884	33,366
Discontinued operations
Profit/(loss) for the year/period from
discontinued operations	(614,642)	42,190	–
Profit/(loss) for the year/period	(646,976)	105,074	33,366

From the above table, we noted that the Group’s total revenue from the package printing business continuing operations of approximately HK$758,687,000 was approximately 2.9% higher than that of 2013 (“ Year 2013 ”). As part of the restructuring of the Group, subsidiaries engaged in distribution business were put into liquidation on 20 August 2014 and the Group had exited from the business segment of distribution of other electronic and related products.

According to the 2014 Annual Report, the turnaround to profitability of the Group’s result from loss of approximately HK$646,976,000 in the year ended 31 December 2013 (“ Year 2013 ”) to profit of approximately HK$105,074,000 in the year ended 31 December 2014 (“ Year 2014 ”) is primarily attributable to the combined effects of (i) the absence of one-off loss incurred in the Year 2013 attributable to the disposal of an associate and discontinued business; and (ii) the one-off gain from deconsolidation of the discontinued subsidiaries in the Year 2014, and (iii) the significant reduction in impairment loss on various assets in the Year 2014.

We noted that the packaging business of the Group remained fairly stable for the six months ended 30 June 2015 in which the revenue from continuing operations represented an increase of approximately 5.74% as compared to the same period of last year. According to the 2015 Interim

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Report, the profit for the period of approximately HK$33,366,000 was arrived at after the inclusion of, among others, a gain on execution of the schemes of arrangement of approximately HK$29,439,000 and restructuring costs of approximately HK$23,575,000.

			As at
	As at 31	December	30 June
	2013	2014	2015
	HK$’000	HK$’000	HK$’000
	(audited)	(audited)	(unaudited)
Bank and cash balances	56,758	53,702	184,254
Total assets	1,116,821	1,099,574	1,277,536
Total liabilities	845,807	731,373	797,406
Net current assets/(liabilities)	(349,899)	(226,505)	373,970
Gearing ratio (total liabilities
over total assets)	75.73%	66.51%	62.42%

As for the assets and liabilities position of the Group, we noted from the above table that the Company had turnaround from the net current liabilities position of approximately HK$226,505,000 as at 31 December 2014 to net current assets of approximately HK$373,970,000 as at 30 June 2015. Gearing ratio of the Group was maintained at a relatively high level, although there was an improvement from approximately 75.73% as at 31 December 2013 to approximately 62.42% as that 30 June 2015.

With the completion of the Open Offer which raised net proceeds of approximately HK$89.5 million and restructuring of the Group in March 2015, the bank and cash balances of the Group increased from approximately HK$53,702,000 as at 31 December 2014 to approximately HK$184,254,000 as at 30 June 2015.

Information on the Connected Subscriber

With reference to the Board Letter, the Connected Subscriber is an investment holding company. As at the Latest Practicable Date, the Connected Subscriber is owned as to 60% by Ms. Wang Jin; and 40% by Ms. Wu Siqing. Ms. Wu Siqing are experienced in financial management and investment. Given that Ms. Wang Jin is the spouse of the legal representative of Tesson New Energy, a wholly-owned subsidiary of the Company, the Connected Subscriber is regarded as a connected person of the Company pursuant to Chapter 14A of the Listing Rules.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Financing alternatives available to the Group

The Company has conducted the following equity fund raising activity in the 12 months preceding the Announcement:

Date of	Fund raising	Net proceeds		Actual use of
announcements	activity	raised	Intended use of proceeds	proceeds
15 September 2014,	Open offer on	Approximately	(a) administrative	(a) Approximately
4 December 2014,	the basis of	HK$89.50	expenses of approximately	HK$9.5 million was
31 December 2014,	one offer	million	HK$10 million; and (b)	applied for
4 February 2015,	share for		the remaining balance of	administrative
17 March 2015	every two		approximately HK$79.50	expenses of the Group;
	existing shares		million as (i) working	and (b) approximately
	held on the		capital of the Group; (ii)	HK$80 million was
	record date		investment in new	applied for repayment
			businesses when suitable	of liabilities of the
			opportunities arise; or (iii)	Group.
			repayment of part of the
			working capital loan from
			Double Key subject to (i)
			and (ii) above.

Save for the Open Offer as set out above, the Company has not conducted any other equity fund raising exercise in the 12 months immediately preceding the Announcement. We noted that the Open Offer was jointly underwritten by Double Key International Limited, the controlling Shareholder, and Guoyuan Securities Brokerage (Hong Kong) Limited.

For our due diligence purpose, we have enquired and were informed by the Directors that the Group has considered various methods, namely internal resources, debt financing and equity financing, for financing the Potential New Business (as defined in the section headed Reasons for and benefits of the Connected Subscription and the use of proceeds in this letter).

We were advised that although the Group had cash and cash equivalents of approximately HK$184,254,000 as at 30 June 2015, approximately HK$80 million had been applied for repayment of liabilities of the Group. The remaining balance of cash and cash equivalents is retained for, amongst others, the general working capital of the Group, in particular, its printing and manufacturing of packaging products operation. As such, the existing financial resources of the Group will not be available for the New Business Development for the time being.

The Directors further advised that in view of (i) that the Company just completed a debt restructuring by way of schemes of arrangement at March 2015 with discharge of the Provisional Liquidators at late February 2015; and (ii) the Group’s high gearing ratio (calculated as total liabilities over total assets) of approximately 62.42% as at 30 June 2015, it is challenging for the Group to obtain loans from banks or financial institutions. As such, the Board considers that debt financing is considered not suitable for the Group at present.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

With regard to equity financing, the Directors advised us that although both open offer and rights issue would allow Shareholders to maintain their respective pro-rata shareholdings in the Company and at the same time to strengthen the capital base of the Company, such fund raising exercises require the Company to procure commercial underwriting. Procurement of commercial underwriting would be difficult given (i) the situation of the Group as mentioned in the above paragraph; and (ii) the volatile market conditions in Hong Kong stock market in the past few months. Although the Company successfully completed the Open Offer in March 2015, the success of the Open Offer was attributable to the fullest support of Double Key International Limited, which agreed to act as one of the underwriters, in the absence of which, the Open Offer could not be proceeded.

After taking into the aforesaid, we concur with the Directors that the Connected Subscription is more preferable method of fund raising for the Group.

Reasons for and benefits of the Connected Subscription and the use of proceeds

With reference to the Board Letter and as aforementioned, The Company is an investment holding company and its subsidiaries are principally engaged in printing and manufacturing of packaging products.

According to the announcement of the Company dated 20 October 2015, the Company has established an indirect wholly-owned subsidiary, namely Tesson New Energy, in Shenzhen, the People’s Republic of China in late September 2015. Tesson New Energy is intended to engage in the sale of lithium ion motive battery, lithium ion battery module, battery charging devices, battery materials machines and production lines, new energy solution and sale of relevant equipment, investments holding and import and export trading (“ Potential New Business ”). The Board intended to develop the Potential New Business through self-development of Tesson New Energy and/or acquisition(s) of suitable targets/assets through Tesson New Energy or any other subsidiaries. Tesson New Energy has employed a number of employees in November 2015 who are experienced in the lithium battery business. Before joining Tesson New Energy, these employees worked for major lithium battery manufacturers/relevant industries in the PRC.

To proceed with the Subscriptions (including the Connected Subscription), the Company had sought for potential investors and was only able to reach agreements with the Independent Subscriber and the Connected Subscriber respectively who are optimistic on the future development of the Group.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The Board is of the view that the Subscriptions represent opportunities for the Group to strengthen its financial positions and provide financial resources for the Group to develop the Potential New Business.

The gross proceeds of the Subscriptions will be HK$160 million (of which HK$80 million will be from the Connected Subscription). The net proceeds from the Subscriptions, after deducting professional fees and other related expenses, are estimated to be approximately HK$159 million and the net issue price per Subscription Share will be approximately HK$0.795. The Company intends to apply the net proceeds from the Subscriptions (i) as to approximately HK$140 million for acquisition of lithium ion battery production facility(ies) and/or equipment (for self-development of the Potential New Business or expansion of the production facility(ies) to be acquired, if necessary) which target to achieve production capacity of 400,000 ampere-hour (Ah) to 600,000 Ah lithium ion battery per day in the future; and (ii) as to approximately HK$19 million for general working capital for the Group (which may apply for its existing business and/or the Potential New Business). The funding need for the Potential New Business is estimated based on the initial business plan of the Potential New Business and the allocated net proceeds for the Potential New Business will be used when the Group proceeds with the acquisition of lithium ion battery production facility(ies) and/or equipment.

Having considered (i) the Company had sought for potential investors and was only able to reach agreements with the Independent Subscriber and the Connected Subscriber respectively who are optimistic on the future development of the Group; (ii) the Connected Subscription being an appropriate fund raising method currently available to the Group due to the reasons as set out under the sub-section headed “Financing alternatives available to the Group” above; and (iii) the proposed use of the net proceeds from the Connected Subscription as aforementioned will be utilised for funding the development of the Potential New Business, we consider that the reasons for the Connected Subscription are justifiable and the Connected Subscription is in the interests of the Company and the Shareholders as a whole.

(2) Principal terms of the Connected Subscription Agreement

Save as otherwise specified, the terms of the Subscription Agreements are substantially the same. Principal terms of the Connected Subscription Agreement are set out below:

Date:

26 October 2015

Parties involved:

(i) the Company; and
(ii) the Connected Subscriber.
23 -

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Subscription Shares

Pursuant to the Connected Subscription Agreement, the Connected Subscriber has conditionally agreed to subscribe for, and the Company has conditionally agreed to allot and issue, 100,000,000 Connected Subscription Shares.

The Subscription Price

The Subscription Price of HK$0.80 represents:

(a) a discount of approximately 19.19% to the closing price of HK$0.99 per Share as quoted on the Stock Exchange on the Latest Practicable Date;
(b) a discount of approximately 23.08% to the closing price of HK$1.04 per Share as quoted on the Stock Exchange on the date of the Subscription Agreements;
(c) a discount of approximately 27.27% to the closing price of HK$1.10 per Share as quoted on the Stock Exchange on the Last Trading Day;
(d) a discount of approximately 16.32% to the average closing price of HK$0.956 per Share as quoted on the Stock Exchange for the last five consecutive trading days up to and including the Last Trading Day; and
(e) a discount of approximately 8.36% to the average closing price of HK$0.873 per Share as quoted on the Stock Exchange for the last 10 consecutive trading days up to and including the Last Trading Day.

As advised by the Directors, the Subscription Price was arrived at after arm’s length negotiations between the Company and the Independent Subscriber/Connected Subscriber with reference to the recent market prices of the Shares.

To further assess the fairness and reasonableness of the Subscription Price, we set out the following analyses for illustrative purpose:

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Review of Share prices

The diagram demonstrating the daily closing price of the Shares as quoted on the Stock Exchange during the period commencing from 27 March 2015, i.e. the Resumption Date, and up to and including the Latest Practicable Date (the “ Review Period ”) is shown as follows:

==> picture [45 x 201] intentionally omitted <==

==> picture [118 x 58] intentionally omitted <==

==> picture [107 x 58] intentionally omitted <==

Source: The Stock Exchange’s web-site (www.hkex.com.hk)

During the Review Period, the lowest and highest closing prices of the Shares as quoted on the Stock Exchange were HK$2.10 per Share recorded on 2 June 2015 and HK$0.66 per Share recorded on 29 September 2015 respectively. As illustrated in the above diagram, the Subscription Price of HK$0.80 is within the aforesaid range. The closing prices of the Shares fluctuated and hit the highest closing price of HK$2.10 per Share on 2 June 2015 after the Company’s announcement of discloseable transactions relating to signing of certain contracts in respect of location and upgrade of the packaging printing plant dated 29 May 2015 then fluctuated and showed a general sliding trend until it reached its bottom at the end of September 2015 and thereafter, it showed a slightly recovery trend. According to the Directors, save and except for the aforesaid announcement dated 29 May 2015, they were not aware of any specific events of the Company during the Review Period that caused the said fluctuation in the Share prices.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Review on trading liquidity of the Shares

The number of trading days, the average daily number of the Shares traded in each month, and the respective percentages of the Shares’ monthly trading volume as compared to (i) the total number of issued Shares held by the public as at the Latest Practicable Date; and (ii) the total number of issued Shares as at the Latest Practicable Date during the Review Period are tabulated as follows:

					% of the	% of the
					Average
				Volume		to total	% of the
					number of			Average
				issued		Shares	Volume to total
					held by the		number of
			Average daily	public as at the			issued Shares
	No.	of trading	trading volume			Latest	as at the Latest
	days in each		(the “Average		Practicable		Practicable
Month		month	Volume”)	Date (Note 2)			Date	(Note 3)
			Shares			%		%
2015
March (since the Resumption on
27 March 2015)		3	35,573,025			22.67		9.07
April		19	5,207,926			3.32		1.33
May (Note 1)		19	5,038,050			3.21		1.28
June		22	2,449,041			1.56		0.62
July		22	1,791,818			1.14		0.46
August		21	704,724			0.45		0.18
September		20	379,700			0.24		0.10
October		20	1,005,100			0.64		0.26
November (up to and including
the Latest Practicable Date)		14	616,929			0.39		0.16

Source: The Stock Exchange’s web-site (www.hkex.com.hk)

Trading in the Shares was halted on 22 May 2015 at 3:28 p.m..
Based on 156,935,094 Shares held by the public as at the Latest Practicable Date.
Based on 392,180,400 Shares in issue as at the Latest Practicable Date.

The above table illustrates that the average daily trading volume of the Shares in each month had been thin during the Review Period. Save for late March 2015 to May 2015, the volume of Shares traded during the Review Period was thin, being below 2% of the total number of issued Shares held by the public as at the Latest Practicable Date. With this being the case and that the Subscription Price of HK$0.80 is within the range of the lowest and highest closing prices of the

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Shares as quoted on the Stock Exchange during the Review Period, we are of the view that it is reasonable to set the Subscription Price at discount to the latest Share prices to balance the low liquidity of the Shares during the Review Period.

Comparison with other share subscription exercises

As part of our analysis, we have also identified transactions regarding subscription/placing of new shares under specific mandate during the period from 1 August 2015 up to the Last Trading Day, being the recent period around the time the Connected Subscription was proposed, for comparison purpose, as announced by companies listed on the main board of the Stock Exchange (the “ Comparables ”). To the best of our knowledge and as far as we are aware of, we found 15 transactions with relevant information available, which met the said criteria.

Shareholders should note that the businesses, operations and prospects of the Company are not the same as the subject companies of the Comparables and thus the Comparables are only used to provide a reference for the recent common market practice of Hong Kong main board listed companies in the subscription of new shares under specific mandate. Summarised below is our relevant findings:

			Premium/(Discount) of the	Premium/(Discount) of the
			issue	price over/(to) closing
			price per share on the last
			trading day prior to/on the
			date of announcement/
			agreement in relation to
	Stock	Date of		the respective issue of
Company name	code	announcement		shares
Shanghai Tonva Petrochemical	1103	5 August 2015		(4.76)%
Co., Ltd.
Daiwa Associate Holdings Limited	1037	7 August 2015		(74.12)%
China Mining Resources Group	340	11 August 2015		(28.60)%
Limited
Quam Limited	952	28 August 2015		(59.93)%
Theme International Holdings	990	28 August 2015		(71.43)%
Limited
Global Bio-Chem Technology	809	28 August 2015		(31.34)%
Group Company Limited
CT Environmental Group Limited	1363	30 August 2015		0.98%
PetroAsian Energy Holdings	850	2 September 2015		(22.16)%
Limited
China Financial International	721	3 September 2015		(78.26)%
Investments Limited
Ceneric (Holdings) Limited	542	15 September 2015		(42.86)%
Petro-King Oilfield Services	2178	24 September 2015		14.50%
Limited

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

			Premium/(Discount) of the	Premium/(Discount) of the
			issue	price over/(to) closing
			price per share on the last
			trading day prior to/on the
			date of announcement/
			agreement in relation to
	Stock	Date of		the respective issue of
Company name	code	announcement		shares
China Everbright Bank Company	6818	25 September 2015		42.75%
Limited
Jilin Qifeng Chemical Fiber Co.,	549	29 September 2015		64.86%
Ltd.
Hong Kong Resources Holdings	2882	7 October 2015		2.38%
Company Limited
LVGEM (China) Real Estate	95	13 October 2015		(12.35)%
Investment Company Limited
Minimum				(78.26)%
Maximum				64.86%
Average				(20.02)%
The Company				(23.08)%

As shown by the above table, the subscription prices of the Comparables ranged from a discount of approximately 78.26% to a premium of approximately 64.86% over the respective closing prices of their shares on the last trading days prior to/on the date of the announcements/agreement in relation to the relevant share subscription (the “ Market Range ”), with an average of a discount of approximately 20.05%.

The Subscription Price which represents a discount of approximately 23.08% to the closing price of the Shares on the date of the Connected Subscription Agreement hence falls within the Market Range and is just slight below the market average discount of 20.02%. From the above table, we further noted that the issue prices of the majority Comparables were set at discounts to their share prices on the last trading days prior to/on the date of the announcements/agreement.

Judging from that (i) the Subscription Price of HK$0.80 is within the range of the lowest and highest closing prices of the Shares as quoted on the Stock Exchange during the Review Period; (ii) whilst the issue prices of the majority Comparables were set at discounts to their share prices on the last trading days prior to/on the date of the announcements/agreement, the discount rate of the Subscription Shares is within the Market Range and is close to the average of the Comparables; and (iii) the average daily trading volume of the Shares in most of the months during the Review Period had been thin, we consider that the Subscription Price is fair and reasonable so far as the Independent Shareholders are concerned.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

(3) Dilution effect on the shareholding interests of the existing public Shareholders

As depicted by the table under the section headed “Shareholding Structure” in the Board Letter, upon completion of the Connected Subscription only, the shareholding interests of the existing public Shareholders would be diluted by approximately 8.13 percent point. Nonetheless, in view of (i) the Connected Subscription being the most appropriate fund raising method currently available to the Group due to the reasons as set out under the sub-section headed “Financing alternatives available to the Group” above; (ii) the reasons for and the possible benefits of the Connected Subscription to the Company, details of which are set out under the section under “Reasons for and benefits of the Connected Subscription and the use of proceeds” of this letter; and (iii) the terms of the Connected Subscription Agreement being fair and reasonable, we are of the view that the aforementioned level of dilution to the shareholding interests of the existing public Shareholders is acceptable.

(4) Financial effects of the Connected Subscription

Effect on shareholder’s equity

Based on the interim results of the Company for the six months ended 30 June 2015, the unaudited equity attributable to owners of the Company was approximately HK$105,739,000 as at 30 June 2015. As confirmed by the Directors, the Connected Subscription would increase the shareholder’s equity of the Company.

Effect on gearing ratio

According to the 2015 Interim Report, the gearing ratio (calculated as total liabilities over total assets) of the Company was approximately 62.42% as at 30 June 2015. As the Connected Subscription will strengthen the capital base of the Company, assuming no other change in its total assets and total borrowings, the Directors expect that the Company’s gearing ratio will be improved upon completion of the Connected Subscription.

Effect on working capital

As confirmed by the Directors, immediately upon completion of the Connected Subscription, the working capital (as calculated by current assets minus current liabilities) of the Group would be increased.

It should be noted that the aforementioned analyses are for illustrative purpose only and does not purport to represent how the financial position of the Group will be upon completion of the Connected Subscription.

29 -

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

RECOMMENDATION

Having taken into consideration the factors and reasons as stated above, we are of the opinion that (i) the terms of the Connected Subscription Agreement are on normal commercial terms and are fair and reasonable so far as the Independent Shareholders are concerned; and (ii) the Connected Subscription are in the interests of the Company and the Shareholders as a whole. Accordingly, we recommend the Independent Board Committee to advise the Independent Shareholders to vote in favour of the resolution(s) to be proposed at the SGM to approve the Connected Subscription Agreement and the transactions contemplated thereunder and we recommend the Independent Shareholders to vote in favour of the resolution(s) in this regard.

Yours faithfully, For and on behalf of Proton Capital Limited Josephine Lau Director – Corporate Finance

Note: Ms. Josephine Lau has been a responsible officer of Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities since 2012 and 2007, respectively. Ms. Lau has more than 14 years of experience in corporate finance and investment banking and has participated in and completed various advisory transactions in respect of connected transactions of listed companies in Hong Kong.

30 -

GENERAL INFORMATION

APPENDIX

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

2. SHARE CAPITAL

The authorised and issued share capital of the Company as at the Latest Practicable Date and upon completion of the Subscriptions (assuming there is no other change in the issued share capital of the Company from the Latest Practicable Date up to the date of Completion) are as follows:

Authorised share capital	HK$
1,000,000,000 Shares	100,000,000
Issued share capital as at the Latest Practicable Date:
392,180,400 Shares	39,218,040
Enlarged issued share capital of the Company upon completion of the
Subscriptions
592,180,400 Shares	59,218,040

All the issued Shares in the capital of the Company rank pari passu with each other in all respects including the rights as to voting, dividends and return of capital. The Subscription Shares to be issued upon Completion shall rank pari passu in all respects with the Shares then in issue.

No part of the share capital or any other securities of the Company is listed or dealt in on any stock exchange other than the Stock Exchange and no application is being made or is currently proposed or sought for the Shares or any other securities of the Company to be listed or dealt in on any other stock exchange.

As at the Latest Practicable Date the Company did not have any other options, warrants and other convertible securities or rights affecting the Shares and no capital of any member of the Group is under option, or agreed conditionally or unconditionally to be put under option.

31 -

GENERAL INFORMATION

APPENDIX

3. DISCLOSURE OF INTERESTS

(a) Interests of Directors and chief executive of the Company

As at the Latest Practicable Date, the interests or short positions of the Directors or chief executive of the Company in the Shares, underlying Shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which (a) were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short positions which any such Director or chief executive was taken or deemed to have under such provisions of the SFO) or (b) were required, pursuant to section 352 of the SFO, to be entered in the register referred to therein, or (c) were required, pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers to be notified to the Company and the Stock Exchange were as follows:

(i) Long positions in the Shares:

					Approximate
					percentage of
					the Company’s
			Corporate	Total number	issued share
Name			interest	of Shares	capital
Cheng	Hung	Mui	235,245,306	235,245,306	59.98%
				(Note)

Note: These Shares are held by Double Key International Limited in which Cheng Hung Mui owns 100% shareholding interest.
(ii) Long positions in the issued share capital of the Company’s associated corporations (as defined in the SFO):

						Approximate
						percentage of the
						such associated
						corporation’s
			Name of associated	Capacity/Nature	Number of	issued share
Name			corporation	of interest	shares	capital
Cheng	Hung	Mui	Double Key	Beneficial Owner	100	100%
			International Limited

Save as disclosed above, as at the Latest Practicable Date, none of the Directors, the chief executive of the Company nor their associates, had any other interests or short positions in the Shares, underlying Shares and debentures of the Company or any associated corporations (within the meaning of Part XV of the SFO) which (a) were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short positions

32 -

GENERAL INFORMATION

APPENDIX

which any such Director or chief executive of the Company is taken or deemed to have under such provisions of the SFO); or (b) were required, pursuant to section 352 of the SFO, to be entered into the register referred to therein; or (c) were required to be notified to the Company or the Stock Exchange, pursuant to the Model Code for Securities Transaction by Directors of Listed Companies contained in the Listing Rules.

(b) Interests of substantial Shareholders and other persons

As at Latest Practicable Date, according to the register kept by the Company pursuant to Section 336 of the SFO and, so far as is known to the Directors, the persons or entities who had an interest or a short position in the shares or underlying shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO or who were, directly or indirectly, interested in 5% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of the Company, or of any other company which is a member of the Group, or in any options in respect of such share capital are as follows:

Interests in the shares of the Company

			Approximate
			percentage of
		Number of	the issued share
		ordinary shares	capital of the
Name of shareholder	Capacity	interested	Company
Cheng Hung Mui	Interest of controlled	235,245,306	59.98%
	corporation	(Note 1)
Double Key	Beneficial owner	235,245,306	59.98%
International Limited		(Note 1)
Burgeon Max Holdings	Beneficial owner	100,000,000	16.89%
Limited		(Note 2)
Lankai Limited	Beneficial owner	100,000,000	16.89%
		(Note 3)
Wang Jin	Interest of controlled	100,000,000	16.89%
	corporation	(Note 2)
Wu Siqing	Interest of controlled	100,000,000	16.89%
	corporation	(Note 2)
Li Yujun	Interest of controlled	100,000,000	16.89%
	corporation	(Note 3)

33 -

GENERAL INFORMATION

APPENDIX

Notes:

The entire issued share capital of Double Key International Limited is owned by Ms. Cheng Hung Mui. Therefore, Ms. Cheng Hung Mui is deemed to be interested in the Shares held by Double Key International Limited pursuant to the SFO.
The issued share capital of Burgeon Max Holdings Limited, the Connected Subscriber, is owned as to 60% by Ms. Wang Jin and 40% by Ms. Wu Siqing. Therefore, Ms. Wang Jin and Ms. Wu Siqing is deemed to be interested in the Shares interested in by Burgeon Max Holdings Limited pursuant to the SFO.
The entire issued share capital of Lankai Limited, the Independent Subscriber, is owned by Mr. Li Yujun. Therefore, Mr. Li Yujun is deemed to be interested in the Shares interested in by Lankai Limited pursuant to the SFO.

The Company received a disclosure of interest form from a substantial shareholder on 31 March 2015, of which Ms. Hui Ngai Hing Abbie reduced the number of Shares held from 30,000,000 Shares to 19,600,000 Shares through her interest in Basab Inc. and Accufit Investments Inc., amounting to 4.998% of the issued share capital of the Company. According to the Company’s record, Mr. Hui King Chun benefits in 30,000,000 ordinary shares through Basab Inc. and Accufit Investments Inc. and Ms. Chen Lihua benefits in 30,000,000 Shares through Superb Glory Holdings Limited which are registered in the name of Accufit Investments Inc. and are subject to a security interest in shares in favour of Superb Glory Holdings Limited. As at Latest Practicable Date, the Company did not receive any disclosure of interest form by substantial shareholder from Mr. Hui King Chun, Ms. Chen Lihua, Superb Glory Holdings Limited and Accufit Investments Inc. about the reduction of number of Shares benefit to them.

Save as disclosed above, as at the Latest Practicable Date, the Directors and chief executive of the Company were not aware of any person (other than a Director or chief executive of the Company) who had any other interests or short positions in the Shares or underlying Shares and debentures of the Company which would fall to be disclosed to the Company under Divisions 2 and 3 of Part XV of the SFO, or is directly or indirectly interested in 5% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meeting of the Company.

4. MATERIAL INTERESTS

As at the Latest Practicable Date, none of the Directors had any direct or indirect interest in the assets which had been, since 31 December 2014, being the date to which the latest published audited consolidated accounts of the Group were made up, acquired or disposed of by or leased to any member of the Group, or were proposed to be acquired or disposed of by or leased to any member of the Group.

As at the Latest Practicable Date, none of the Directors was materially interested in any contract or arrangement which was significant in relation to the business of the Group.

34 -

GENERAL INFORMATION

APPENDIX

5. COMPETING INTERESTS

As at the Latest Practicable Date, none of the Directors and his/her respective close associates (as defined in the Listing Rules) was interested in any business apart from the Group’s business that competes or is likely to compete (either directly or indirectly) with the Group’s business.

6. SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors or proposed Directors had any existing service contract or proposed service contract with any member of the Group which will not expire or is not determinable by the Company within one year without payment of compensation (other than statutory compensation).

7. MATERIAL ADVERSE CHANGE

As at the Latest Practicable Date, the Directors were not aware of any material adverse change in the financial or trading position of the Group since 31 December 2014, being the date to which the latest published audited consolidated accounts of the Group were made up.

8. EXPERT AND CONSENT

The following is the qualification of the professional adviser who has given opinions or advice contained in this circular:

Names			Qualifications
Proton	Capital	Limited	a licensed corporation to carry out type 1 (dealing in
			securities) and type 6 (advising on corporate finance)
			regulated activities as defined under the SFO

Proton Capital has given and has not withdrawn its written consent to the issue of this circular with the inclusion of its letter, and references to its name in the form and context in which they respectively appear.

As at the Latest Practicable Date, Proton Capital did not have any shareholding in any member of the Group or the right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group.

As at the Latest Practicable Date, Proton Capital did not have, directly or indirectly, any interest in any assets which had since 31 December 2014 (being the date to which the latest published audited consolidated accounts of the Group were made up) been acquired or disposed of by or leased to any member of the Group, or are proposed to be acquired or disposed of by or leased to any member of the Group.

35 -

GENERAL INFORMATION

APPENDIX

9. MISCELLANEOUS

(a) The company secretary of the Company is Mr. Au Yeung Chi Hang, Jimmy, a member of the Hong Kong Institute of Certified Public Accountants and CPA Australia;
(b) The place of business in Hong Kong is Room 1007, Tsim Sha Tsui Centre, West Wing, 66 Mody Road, Tsim Sha Tsui, Kowloon, Hong Kong; and
(c) The English text of this circular and the accompanying proxy form shall prevail over the Chinese text.

10. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection at the office of the legal advisers to the Company in Hong Kong at 19/F., Prosperity Tower, 39 Queen’s Road Central, Central, Hong Kong during normal business hours (i.e. from 9:00 a.m. to 5:00 p.m.) on any business day (except Saturdays, Sundays and public holidays) from the date of this circular up to and including the date of SGM:

(a) the Subscription Agreements;
(b) all the agreements/contracts as referred to in this circular;
(c) the written consent referred to in the paragraph headed “Expert and Consent” in this appendix;
(d) the letter from the Independent Board Committee, the text of which is set out on pages 14 to 15 of this circular;
(e) the letter from the Independent Financial Adviser, the text of which is set out on pages 16 to 30 of this circular; and
(f) this circular.
36 -

NOTICE OF SGM

TESSON HOLDINGS LIMITED 天臣控股有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 1201)

NOTICE OF SGM

NOTICE IS HEREBY GIVEN that a special general meeting of Tesson Holdings Limited (the “ Company ”) will be held at Jade Room, 9/F., Infinitus Plaza, 199 Des Voeux Road Central, Hong Kong on Thursday, 10 December 2015 at 3:30 p.m. for the purpose of considering and, if thought fit, passing the following resolutions, with or without amendments, as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

“ THAT subject to the fulfilment of the terms and conditions set out in the conditional subscription agreement (the “ Independent Subscription Agreement ”) dated 26 October 2015 entered into between the Company as issuer and Lankai Limited (藍凱有限公司) (the “ Independent Subscriber ”) as subscriber in relation to the subscription of 100,000,000 new ordinary shares of HK$0.10 each in the share capital of the Company (the “ Independent Subscription Share(s) ”) at the subscription price of HK$0.80 per Independent Subscription Share, a copy of which has been produced to this meeting marked “A” and initialled by the Chairman for the purpose of identification,
(a) the Independent Subscription Agreement and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified;
(b) the specific mandate to allot and issue the Independent Subscription Shares by the Company to the Independent Subscriber pursuant to the Independent Subscription Agreement be and is hereby approved and the directors of the Company (the “ Director(s) ”) be and are hereby authorised to allot and issue the Independent Subscription Shares pursuant to the terms of the Independent Subscription Agreement; and
(c) any one or more of the Directors be and is/are hereby authorised to do all such acts and things and execute all such documents which he/she/they consider necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the Independent Subscription Agreement and the transactions contemplated thereunder.”
37 -

NOTICE OF SGM

“ THAT subject to the fulfilment of the terms and conditions set out in the conditional subscription agreement (the “ Connected Subscription Agreement ”) dated 26 October 2015 entered into between the Company as issuer and Burgeon Max Holdings Limited (萌豐控股有限公司) (the “ Connected Subscriber ”) as subscriber in relation to the subscription of 100,000,000 new ordinary shares of HK$0.10 each in the share capital of the Company (the “ Connected Subscription Share(s) ”) at the subscription price of HK$0.80 per Connected Subscription Share, a copy of which has been produced to this meeting marked “B” and initialled by the Chairman for the purpose of identification,
(a) the Connected Subscription Agreement and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified;
(b) the specific mandate to allot and issue the Connected Subscription Shares by the Company to the Connected Subscriber pursuant to the Connected Subscription Agreement be and is hereby approved and the Directors be and are hereby authorised to allot and issue the Connected Subscription Shares pursuant to the terms of the Connected Subscription Agreement; and
(c) any one or more of the Directors be and is/are hereby authorised to do all such acts and things and execute all such documents which he/she/they consider necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the Connected Subscription Agreement and the transactions contemplated thereunder.”

By Order of the Board Tesson Holdings Limited Tin Kong Chairman and Executive Director

Hong Kong, 24 November 2015

Notes:

Any shareholder entitled to attend and vote at the meeting is entitled to appoint another person as his/her/its proxy to attend and vote instead of his/her/it. A shareholder who is the holder of two or more shares may appoint more than one proxy to attend on the same occasion. A proxy need not be a shareholder of the Company but must be present in person at the meeting to represent the shareholder. Completion and return of the form of proxy will not preclude a shareholder from attending the meeting and voting in person. In such event, his/her/its form of proxy will be deemed to have been revoked.
Where there are joint holders of any share, any one of such joint holders may vote at the meeting, either personally or by proxy, in respect of such share as if he/she/it was solely entitled thereto, but if more than one of such joint holders be present at the meeting, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.
38 -

NOTICE OF SGM

In order to be valid, the instrument appointing a proxy together with the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of that power or authority must be deposited at the offices of the Company’s Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited at Shops 17121716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong not less than 48 hours before the time for holding the meeting or any adjournment thereof.
The ordinary resolutions as set out above will be determined by way of a poll.

As at the date of this notice, the Board comprises Ms. Cheng Hung Mui, Mr. Zhang Xiaofeng, Mr. Tin Kong, Mr. Zhou Jin, Mr. Chen Dekun and Mr. Tao Fei Hu as executive Directors, Mr. Ho Chun Chung, Patrick, Mr. Lee Kwong Yiu and Mr. Wang Jinlin, as independent non-executive Directors.

39 -

AI assistant

Innovax Holdings Limited — Proxy Solicitation & Information Statement 2015

50753_rns_2015-11-23_c8e05a5b-231f-4cf4-96dc-d1d2ddbe86b5.pdf

TESSON HOLDINGS LIMITED 天臣控股有限公司

(I) PROPOSED ISSUE OF NEW SHARES UNDER SPECIFIC MANDATES; (II) CONNECTED TRANSACTION INVOLVING SUBSCRIPTION OF NEW SHARES BY CONNECTED PERSON; AND (III) NOTICE OF SGM

CONTENTS

DEFINITIONS

DEFINITIONS

DEFINITIONS

DEFINITIONS

TESSON HOLDINGS LIMITED 天臣控股有限公司

(Stock Code: 1201)

(I) PROPOSED ISSUE OF NEW SHARES UNDER SPECIFIC MANDATES; (II) CONNECTED TRANSACTION INVOLVING SUBSCRIPTION OF NEW SHARES BY CONNECTED PERSON;

AND (III) NOTICE OF SGM

INTRODUCTION

SUBSCRIPTION AGREEMENTS

Date

Parties involved

LETTER FROM THE BOARD

Subscription Shares

Subscription Price

LETTER FROM THE BOARD

Conditions precedent

LETTER FROM THE BOARD

Completion

Ranking of Subscription Shares

Mandate to issue the Subscription Shares

Application for Listing

REASONS FOR THE SUBSCRIPTIONS

LETTER FROM THE BOARD

Financing alternatives

Intended use of proceeds

LETTER FROM THE BOARD

EFFECT ON SHAREHOLDING STRUCTURE

FUND RAISING ACTIVITIES OF THE COMPANY DURING THE PAST 12 MONTHS

LISTING RULES IMPLICATION

LETTER FROM THE BOARD

SGM

RECOMMENDATION

GENERAL

TESSON HOLDINGS LIMITED 天臣控股有限公司

(I) PROPOSED ISSUE OF NEW SHARES UNDER SPECIFIC MANDATES; AND (II) CONNECTED TRANSACTION INVOLVING SUBSCRIPTION OF NEW SHARES BY CONNECTED PERSON

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

To: The Independent Board Committee and the Independent Shareholders of Tesson Holdings Limited

CONNECTED TRANSACTION INVOLVING SUBSCRIPTION OF NEW SHARES BY CONNECTED PERSON

INTRODUCTION

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

BASIS OF OUR OPINION

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

PRINCIPAL FACTORS AND REASONS CONSIDERED

(1) Background and reasons for the Connected Subscription

Information on the Group

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Information on the Connected Subscriber

Financing alternatives available to the Group

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Reasons for and benefits of the Connected Subscription and the use of proceeds

(2) Principal terms of the Connected Subscription Agreement

Date:

Parties involved:

Subscription Shares

The Subscription Price

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Review on trading liquidity of the Shares

Comparison with other share subscription exercises

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

(3) Dilution effect on the shareholding interests of the existing public Shareholders

(4) Financial effects of the Connected Subscription

Effect on shareholder’s equity

Effect on gearing ratio

Effect on working capital

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

RECOMMENDATION

1. RESPONSIBILITY STATEMENT

2. SHARE CAPITAL

3. DISCLOSURE OF INTERESTS

(a) Interests of Directors and chief executive of the Company

APPENDIX

(b) Interests of substantial Shareholders and other persons

Innovax Holdings Limited Proxy Solicitation & Information Statement 2015