Innovax Holdings Limited — Proxy Solicitation & Information Statement 2016

Jul 21, 2016

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

TESSON HOLDINGS LIMITED 天臣控股有限公司

(Incorporated in Bermuda with limited liability)

(Stock code: 1201)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting (the “ SGM ”) of Tesson Holdings Limited (the “ Company ”) will be held at Academy Room III, 1/F., InterContinental Grand Stanford Hong Kong, 70 Mody Road, Tsim Sha Tsui East, Kowloon, Hong Kong, Hong Kong on Friday, 5 August 2016 at 11:00 a.m. for the purpose of considering and, if thought fit, passing with or without amendments the following resolutions which will be proposed as ordinary resolutions of the Company. Unless otherwise indicated, capitalised terms used in this notice shall have the same meanings as those defined in the circular of the Company dated 21 July 2016 (the “ Circular ”).

ORDINARY RESOLUTIONS

1. “ THAT subject to and conditional upon fulfillment of the conditions of the underwriting agreement made between the Company and Double Key International Limited (the “ Underwriter ”) dated 14 June 2016 (the “ Underwriting Agreement ”) (a copy of which has been produced to this meeting marked “A” and signed by the chairman of this meeting for the purpose of identification):

   • (a) the allotment and issue of 444,135,300 Offer Shares by way of open offer (the “ Open Offer ”) at the Subscription Price of HK$0.80 per Offer Share on the basis of three (3) Offer Shares for every four (4) Shares held by the Qualifying Shareholders whose names appear on the register of members of the Company on Wednesday, 17 August 2016 (or such other date as the Company may agree with the Underwriter) (the “ Record Date ”) other than those Shareholders whose names appear on the register of members of the Company on the Record Date which are outside Hong Kong, whom the

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directors of the Company, based on the enquiry made or legal advice obtained, consider it necessary or expedient not to offer the Offer Shares to such Shareholders (the “ Non-Qualifying Shareholders ”) and the transactions contemplated thereunder, be and are hereby approved;

• (b) the board of directors of the Company (the “ Board ”) or a committee thereof be and is/are hereby authorised to allot and issue the Offer Shares pursuant to or in connection with the Open Offer notwithstanding that the same may be offered, allotted or issued otherwise than pro-rata to the Qualifying Shareholders and, in particular, the Board may make such exclusions or other arrangements in relation to the Non-Qualifying Shareholders as it may deem necessary or expedient having regard to any restrictions or obligations under the laws of the relevant place or the requirements of any recognised regulatory body or any stock exchange in, any territory outside Hong Kong;

• (c) the entering into of the Underwriting Agreement by the Company be and is hereby approved, confirmed and ratified in all respects and the performance of the transactions contemplated thereunder by the Company (including but not limited to the arrangements for taking up of the underwritten Offer Shares, if any, by the Underwriter) be and are hereby approved, confirmed and ratified;

• (d) the increase in the issued share capital of the Company by more than 50% upon the close of the Open Offer be and is hereby approved;

• (e) the absence of arrangements for application for the Offer Shares by the Qualifying Shareholders in excess of their entitlements under the Open Offer be and is hereby approved; and

• (f) any one or more of the Directors be and is/are hereby authorised to sign and execute and deliver any such documents and do all such acts and things incidental to the Open Offer or as he/she/they consider necessary, desirable or expedient in connection with the implementation of or giving effect to the Open Offer, the Underwriting Agreement, the absence of excess application arrangement and the transactions contemplated thereunder or in this resolution.”

1. “ THAT subject to the Executive granting the Whitewash Waiver to the Underwriter and parties acting in concert with it, and the satisfaction of any condition(s) attached to the Whitewash Waiver granted and such other necessary waiver or consent of the Executive for the transactions contemplated under the Open Offer, the waiver pursuant to Note 1 on the dispensations from Rule 26 of the Takeovers Code waiving any obligation on the part of the Underwriter and parties acting in concert with it to make a mandatory general offer for all the issued securities of the Company not already owned or agreed to be acquired by

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the Underwriter and parties acting in concert with it, which would be triggered as a result of the fulfillment of its underwriting obligation under the Underwriting Agreement be and is hereby approved.”

1. “ THAT subject to the fulfilment of the terms and conditions set out in Purchase Agreement B II, Purchase Agreement B III, Purchase Agreement C II, Purchase Agreement D, Purchase Agreement E, Purchase Agreement F and Purchase Agreement G (collectively, the “ Purchase Agreements ”) regarding the purchase of various machineries and services from independent vendors by the Group, copies of which have been produced to this meeting marked “B” and signed by the chairman of this meeting for the purpose of identification):

   • (a) the Purchase Agreements and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified;

   • (b) any one or more of the Directors be and is/are hereby authorised to sign and execute and deliver any such documents and do all such acts and things incidental to the Purchase Agreements or as he/she/they consider necessary, desirable or expedient to implement and give effect to the Purchase Agreements and the transactions contemplated thereunder.”

2. “ THAT

   • (i) the authorised share capital of the Company be increased from HK$100,000,000 (divided into 1,000,000,000 Shares of HK$0.10 each) to HK$200,000,000 (divided into 2,000,000,000 Shares) by the creation of an additional 1,000,000,000 Shares, and that each such new Share, upon issue, shall rank pari passu in all respects with the existing issued Shares and have rights and privileges and be subject to the restrictions contained in the memorandum and articles of association and bye-laws of the Company (the “ Increase in the Authorised Share Capital ”); and

   • (ii) any one or more of the directors of the Company be and is/are hereby authorised to do all such acts and things and execute all such documents, including under the seal of the Company, where applicable, as he/she/they consider necessary, desirable or expedient for the purpose of, or in connection with, the implementation of the Increase in the Authorised Share Capital.”

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

Hong Kong, 21 July 2016

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Notes:

• (1) For the purpose of determining the eligibility of members who are qualified for attending the meeting, the register of members of the Company will be closed from Thursday, 11 August 2016 to Wednesday, 17 August 2016 (both days inclusive), during which period no transfer of Shares will be effected. In order to qualify for attending the meeting or any adjournment thereof, all transfer of Shares accompanies by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M/F., Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong not less than 4:30 p.m. on Wednesday, 10 August 2016.

• (2) 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.

• (3) 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.

• (4) 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 1712-1716, 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.

• (5) The ordinary resolutions as set out above will be determined by way of a poll.

As at the date of this notice, the executive Directors of the Company are Ms. Cheng Hung Mui, Mr. Tin Kong, Mr. Zhou Jin, Mr. Chen Dekun, Mr. Tao Fei Hu and Mr. Sheng Siguang; and the independent non-executive Directors are Mr. Wang Jinlin, Mr. Chen Weixi, and Mr. Ng Ka Wing.

The Directors jointly and severally accept full responsibility for the accuracy of information contained in this announcement and confirm, having made all reasonable enquiries, to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement the omission of which would make any statement in this announcement misleading.

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