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Tesson Holdings Limited Proxy Solicitation & Information Statement 2026

Jun 2, 2026

49762_rns_2026-06-02_a95b54fc-ec3b-44a7-a188-49789ad8454f.pdf

Proxy Solicitation & Information Statement

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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

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TESSON HOLDINGS LIMITED

天臣控股有限公司

(Incorporated in Bermuda with limited liability)

(Stock code: 1201)

SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING

Reference is made to the notice dated 29 April 2026 (the "Original AGM Notice") in relation to the annual general meeting (the "AGM") of Tesson Holdings Limited (the "Company") to be held at Picasso Room B, B1 Level, InterContinental Grand Stanford Hong Kong, 70 Mody Road, Tsim Sha Tsui East, Kowloon, Hong Kong at 11:00 a.m. on Monday, 22 June 2026 and the resolutions to be proposed at the AGM for the approval of the shareholders of the Company (the "Shareholders"). This supplemental notice should be read together with the Original AGM Notice.

SUPPLEMENTAL NOTICE IS HEREBY GIVEN THAT the AGM will be held as originally scheduled at Picasso Room B, B1 Level, InterContinental Grand Stanford Hong Kong, 70 Mody Road, Tsim Sha Tsui East, Kowloon, Hong Kong at 11:00 a.m. on Monday, 22 June 2026 for the Shareholders to consider and, if thought fit, pass the following resolution (with or without modification) as an ordinary resolution, in addition to the resolutions as set out in the Original AGM Notice:

ORDINARY RESOLUTION

As ordinary business, to consider and if thought fit, pass the following ordinary resolution:

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(viii) To re-elect Ms. Huang Weili as an independent non-executive Director.

By order of the Board

Tesson Holdings Limited

Wei Mingren

Chairman

Hong Kong, 2 June 2026


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Notes:

  1. Save for the inclusion of the additional proposed resolution No. 2(viii) set out in this supplemental notice, there are no other changes to the Original AGM Notice. For details of the other resolutions to be considered at the AGM, closure of the register of members of the Company, eligibility for attending the AGM, appointment of proxy and other relevant matters, please refer to the Original AGM Notice.

  2. Any member of the Company entitled to attend and vote at a meeting of the Company shall be entitled to appoint another person as his/her proxy to attend and vote instead of him/her. A member who is the holder of two or more shares of the Company may appoint more than one proxy to represent him/her and vote on his/her behalf. A proxy need not be a member of the Company. A proxy or proxies representing either a member who is an individual or a member which is a corporation shall be entitled to exercise the same powers on behalf of the member which he/she/they represent as such member could exercise.

  3. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his/her attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same.

  4. The instrument appointing a proxy (if required by the Board) together with the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power of authority, must be delivered to the offices of the Company's branch share registrar, Computershare Hong Kong Investor Services Limited (the "Branch Share Registrar") at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than forty-eight (48) hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote (the "Closing Time") and in default the instrument of proxy shall not be treated as valid.

  5. Delivery of an instrument appointing a proxy shall not preclude a member of the Company from attending and voting in person at the meeting convened and in such event, the instrument appointing a proxy shall be deemed to be revoked.

  6. A revised form of proxy (the "Revised Proxy Form") is enclosed with this supplemental notice. A Shareholder who has not yet lodged the proxy form enclosed with the circular of the Company dated 29 April 2026 in respect of the AGM (the "Original Proxy Form") with the Branch Share Registrar is requested to lodge the Revised Proxy Form if he/she wishes to appoint proxy(ies) to attend and vote at the AGM on his/her behalf. In this case, the Original Proxy Form should not be lodged with the Branch Share Registrar.

  7. A Shareholder who has already lodged the Original Proxy Form with the Branch Share Registrar should take note of the following:

(i) subject to (iii) below, if no Revised Proxy Form is lodged with the Branch Share Registrar, the Original Proxy Form will be treated as a valid form of proxy lodged by him/her if correctly completed and signed. The proxy so appointed by the Shareholder shall be required to vote in such manner as he/she may be directed under the Original Proxy Form and, in respect of the resolution for the proposed re-election of Ms. Huang as an independent non-executive Director as set out in the Supplemental AGM Notice and the Revised Proxy Form, the proxy will be entitled to vote at his/her discretion or to abstain from voting on such resolutions;

(ii) if the Revised Proxy Form is lodged with the Branch Share Registrar before the Closing Time, the Revised Proxy Form, if correctly completed and signed, shall revoke and supersede the Original Proxy Form previously lodged by him/her. The Revised Proxy Form will be treated as a valid form of proxy lodged by the Shareholder; and

(iii) if the Revised Proxy Form is lodged with the Branch Share Registrar after the Closing Time, or if lodged before the Closing Time but is incorrectly completed, the proxy appointment under the Revised Proxy Form will be invalid. The proxy so appointed by the Shareholder under the Original Proxy Form, if correctly completed, will be entitled to vote in the manner as mentioned in (i) above as if no Revised Proxy Form was lodged with the Branch Share Registrar.


  1. The register of members will be closed from 16 June 2026 to 22 June 2026 (both dates inclusive), during which period no transfer of Shares will be effected. In order to qualify for attending and voting at the aforesaid meeting, all transfer forms of shares accompanied by the relevant share certificates must be lodged with the Company's Branch Share Registrar at Shops 1712-1716, 17/F., Hopewell Centre 183 Queen's Road East, Wanchai, Hong Kong for registration no later than 4:30 p.m. on 15 June 2026.

  2. If tropical cyclone warning signal number 8 or above or a "black" rainstorm warning or "extreme conditions caused by a super typhoons" announced by the Government of Hong Kong is/are in effect any time and remains in force 3 hours before the time of the above meetings, the meeting will be adjourned. The Company will post an announcement on the websites of the Stock Exchange at www.hkexnews.hk and the Company at www.tessonholdings.com to notify shareholders of the date, time and place of the adjourned meeting.

  3. As at the date of this notice, the Board comprises Mr. Wei Mingren, Ms. Cheng Hung Mui, Mr. Chan Wei, Ms. Yu Xiaolei, Mr. Li Jingquan, Mr. Li Yang and Mr. Li Yuqi as executive Directors, and Dr. Ng Ka Wing, Mr. See Tak Wah, Mr. Wang Jinlin and Ms. Huang Weili as independent non-executive Directors.

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