Tai Sang Land Development Limited — Proxy Solicitation & Information Statement 2026

Apr 27, 2026

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.

大生地匯簽展有限公司

TAI SANG LAND DEVELOPMENT LIMITED

(Incorporated in Hong Kong with limited liability)

(Stock Code: 89)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE is hereby given that the Annual General Meeting of the shareholders of Tai Sang Land Development Limited (the "Company") will be held at Arca Assembly, 2/F., the Arca, 43 Heung Yip Road, Wong Chuk Hang, Hong Kong on Friday, 22nd May 2026 at 3:00 p.m. for the following purposes:

1. To receive the audited financial statements for the year ended 31st December 2025, the report of the Directors and the Independent Auditor's Report.
2. To declare a final dividend for the year ended 31st December 2025.
3. (1) Each as a separate resolution, to re-elect the following retiring Directors:

(a) To re-elect Mr. William Ma Ching Wai as Director.
(b) To re-elect Mr. Philip Ma Ching Yeung as Director.
(c) To re-elect Mr. Alfred Ma Ching Kuen as Director.
(d) To re-elect Mr. Aaron Tan Leng Cheng as Director.

(2) To authorise the Board of Directors to fix the remuneration of the Directors.

1. To re-appoint PricewaterhouseCoopers as Auditor and to authorise the Board of Directors to fix its remuneration.

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1. As special business, to consider and, if thought fit, pass with or without modifications, the following resolutions as Ordinary Resolutions:-

ORDINARY RESOLUTIONS

(1) "THAT:

(a) a general mandate be and is hereby generally and unconditionally given to the Directors to exercise during the Relevant Period (as hereinafter defined) all the powers of the Company to buy back shares of the Company on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or on any other stock exchange on which the shares of the Company may be listed and which is recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or of any other stock exchange as amended from time to time provided however that the total number of the shares of the Company to be bought back pursuant to this Resolution shall not exceed 10 per cent. of the total number of shares of the Company in issue (excluding treasury shares) at the date of passing this Resolution, and if any subsequent consolidation or subdivision of shares of the Company is conducted, the maximum number of shares that may be bought back as a percentage of the total number of issued shares (excluding treasury shares) immediately before and after such consolidation or subdivision shall be the same and such maximum number of shares shall be adjusted accordingly; and

(b) for the purposes of this Resolution:

"Relevant Period" means the period from the passing of this Resolution until whichever is the earliest of:

(i) the conclusion of the next annual general meeting of the Company;

(ii) the expiration of the period within which the next annual general meeting of the Company is required by law to be held; or

(iii) the date on which the authority set out in this Resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting."

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(2) “THAT:

(a) a general mandate be and is hereby generally and unconditionally given to the Directors to exercise during the Relevant Period (as hereinafter defined) all the powers of the Company to allot, issue and deal with additional shares of the Company, and to make or grant offers, agreements or options (including warrants, bonds, debentures, notes and other securities which carry rights to subscribe for or are convertible into shares of the Company) which would or might require the exercise of such powers either during or after the expiry of the Relevant Period, provided that the total number of shares in issue allotted or agreed conditionally or unconditionally to be allotted and issued by the Directors pursuant to this Resolution (otherwise than as scrip dividends pursuant to the articles of association of the Company from time to time or pursuant to a rights issue or pursuant to the exercise of any rights of subscription or conversion under any existing warrants, bonds, debentures, notes and other securities issued by the Company or pursuant to any share option scheme), shall not exceed 20 per cent. of the total number of shares of the Company in issue (excluding treasury shares) at the date of passing this Resolution, and if any subsequent consolidation or subdivision of shares of the Company is conducted, the maximum number of shares that may be allotted or issued as a percentage of the total number of issued shares (excluding treasury shares) immediately before and after such consolidation or subdivision shall be the same and such maximum number of shares shall be adjusted accordingly; and

(b) for the purpose of this Resolution:

“Relevant Period” means the period from the passing of this Resolution until whichever is the earliest of:

(i) the conclusion of the next annual general meeting of the Company;

(ii) the expiration of the period within which the next annual general meeting of the Company is required by law to be held; or

(iii) the date on which the authority set out in this Resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting.”

(3) “THAT conditional upon the passing of Ordinary Resolutions Nos. 5(1) and 5(2) set out in the notice convening this meeting, the general mandate granted to the Directors to allot shares pursuant to Ordinary Resolution No. 5(2) set out in the notice convening this meeting be and is hereby extended by the additional thereto of the number of shares representing the total number of shares of the Company bought back by the Company under the authority granted pursuant to Ordinary Resolution No. 5(1) set out in the notice convening this meeting, provided that such extended amount shall not exceed 10 per cent. of the total number of shares of the Company in issue (excluding treasury shares) at the date of passing this Resolution.”

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1. As special business, to consider and, if thought fit, pass with or without modifications, the following resolution as a Special Resolution:-

SPECIAL RESOLUTION

“THAT:

(a) the proposed amendments (the “Proposed Amendments”) to the existing articles of association of the Company (the “Existing Articles”), the full details of which are set out in Appendix III to the Company’s circular to shareholders dated 28th April 2026 (the “Circular”) be and are hereby approved;

(b) the new articles of association of the Company (the “New Articles”), which contain all the Proposed Amendments and a copy of which has been produced to this Annual General Meeting and marked “A” and initialed by the chairman of this Annual General Meeting for the purpose of identification, be and are hereby approved and adopted in substitution for, and to the exclusion of, the Existing Articles with immediate effect; and

(c) any Director or the Company Secretary of the Company be and is hereby authorised to do all such acts, deeds, matters and things and execute all such documents and make all such arrangements that he/she shall, in his/her absolute discretion, deem necessary or expedient to effect and record the adoption of the New Articles.”

By Order of the Board
Katy Ma Ching Man
Company Secretary

Hong Kong, 28th April 2026

Notes:

(1) The registers of members of the Company will be closed from Tuesday, 19th May 2026 to Friday, 22nd May 2026, both days inclusive, during which no transfer of shares will be registered. The record date for determining the eligibility of shareholders to attend and vote at the Annual General Meeting is Friday, 22nd May 2026. In order to be eligible to attend and vote at the Annual General Meeting, all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s Registrar and Transfer Office, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on Monday, 18th May 2026.

(2) The record date for determining shareholders’ entitlement to the proposed final dividend is as of close of business on Thursday, 28th May 2026. In order to qualify for the proposed final dividend, all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s Registrar and Transfer Office, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on Thursday, 28th May 2026.

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(3) A member of the Company entitled to attend and vote at the Annual General Meeting is entitled to appoint more than one proxy to attend, speak and, on a poll, vote instead of him. A proxy need not be a member of the Company. In order to be valid, a proxy form, together with any power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, must be lodged with the Company's Share Registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 48 hours (excluding any part of a day that is a public holiday) before the time appointed for holding the Annual General Meeting or any adjournment thereof (as the case may be).

(4) With regard to resolution no. 3(1) of this notice, details of retiring Directors proposed for re-election namely, Mr. William Ma Ching Wai, Mr. Philip Ma Ching Yeung, Mr. Alfred Ma Ching Kuen and Mr. Aaron Tan Leng Cheng are set out in the Appendix II to the Circular.

(5) With reference to the Ordinary Resolutions nos. 5(1), 5(2) and 5(3) of this notice, the Directors wish to state that they have no immediate plans to buy back any existing shares or issue any new shares of the Company. Approval is being sought from members as a general mandate pursuant to the Companies Ordinance and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

(6) With regard to resolution no. 6 of this notice, details of the Proposed Amendments are set out in the Appendix III to the Circular.

(7) All the resolutions set out in this notice shall be voted by poll.

As at the date of this announcement, the executive Directors of the Company are Mr. William Ma Ching Wai, Mr. Patrick Ma Ching Hang, Mr. Philip Ma Ching Yeung, Mr. Alfred Ma Ching Kuen and Ms. Amy Ma Ching Sau; the non-executive Director of the Company is Mr. Edward Cheung Wing Yui; and the independent non-executive Directors of the Company are Mr. Kevin Chau Kwok Fun, Mr. Yiu Kei Chung, Mr. Aaron Tan Leng Cheng and Mr. Ho Chi Keung.

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