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Tomson Group Limited Governance Information 2026

May 12, 2026

49075_rns_2026-05-12_8cfd110d-ac27-4e06-9230-3125896b248a.pdf

Governance Information

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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 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.

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TOMSON GROUP LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 258)

PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION

An extraordinary general meeting of Tomson Group Limited (the "Company") will be held as a physical meeting only at Monaco Room, Basement 1, Regal Hongkong Hotel, 88 Yee Wo Street, Causeway Bay, Hong Kong on Thursday, 4th June, 2026 at 11:30 a.m. (or as soon thereafter as the annual general meeting of the Company convened at the same place and on the same day shall have been concluded or adjourned) (the "Extraordinary General Meeting"). The board of directors of the Company will submit the following proposal to shareholders of the Company (the "Shareholders") for consideration and approval at the Extraordinary General Meeting:

(i) to amend the existing articles of association of the Company (the "Articles of Association") so as to: (a) provide flexibility for the Company to convene and conduct general meetings wholly or partially by virtual means, and to allow Shareholders to attend, participate and vote at such meetings through the use of electronic facilities; (b) permit the Company to hold treasury shares (which shall have the meaning ascribed to it in the Rules Governing the Listing of Securities (the "Listing Rules") on The Stock Exchange of Hong Kong Limited (the "Stock Exchange")); (c) align with the requirements of the "Consultation Conclusions on Proposals to Further Expand the Paperless Listing Regime and Other Rule Amendments" and the amendments to the Listing Rules to facilitate the implementation of Uncertificated Securities Market published by the Stock Exchange on 24th January, 2025 and 30th March, 2026 respectively; and (d) make certain housekeeping amendments; and

(ii) to adopt the amended and restated Articles of Association incorporating all the aforementioned amendments as the new Articles of Association in substitution for and to the exclusion of the existing Articles of Association,

(collectively the "Amendment and Adoption Proposal").

The Amendment and Adoption Proposal is subject to the approval of the Shareholders by way of a special resolution at the Extraordinary General Meeting and, if approved, shall take effect upon the close of the Extraordinary General Meeting.


A circular containing details of the Amendment and Adoption Proposal and the notice of Extraordinary General Meeting is published on the Company’s website (www.tomson.com.hk) and the HKEXnews website of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk).

By Order of the Board of
TOMSON GROUP LIMITED
Lee Yuen Han
Company Secretary

Hong Kong, 12th May, 2026

As at the date of this announcement, the board of directors of the Company comprises three executive directors, Madam Hsu Feng (Chairman and Managing Director), Mr Albert Tong (Vice-Chairman) and Mr Tong Chi Kar Charles (Vice-Chairman), and three independent non-executive directors, Mr Cheung Siu Ping, Oscar, Mr Lee Chan Fai and Mr Ng Chi Him.