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Tomson Group Limited Proxy Solicitation & Information Statement 2026

May 12, 2026

49075_rns_2026-05-12_0b91f258-e3b8-43ea-afbb-5fdcfa1c6a30.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 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)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the 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) for the purpose of considering and, if thought fit, pass (with or without modification) the following resolution as a special resolution:

"THAT

(a) the proposed amendments to the existing articles of association of the Company (the "Proposed Amendments"), the details of which are set out in Appendix I to the circular of the Company dated 12th May, 2026 in respect of this Meeting and form part of the notice convening this Meeting, be and are hereby approved;

(b) the amended and restated articles of association of the Company incorporating all the Proposed Amendments (the "New Articles of Association") (a copy of which has been produced to this Meeting marked "A" and initialed by the chairman of this Meeting for identification purpose) be and are hereby approved and adopted as the new articles of association of the Company in substitution for and to the exclusion of the existing articles of association of the Company with immediate effect upon the close of this Meeting; and

(c) any one Director or company secretary of the Company be and is hereby authorized to do all such things and take all such actions as he/she may consider necessary or desirable for the purpose of giving effect to the Proposed Amendments and the adoption of the New Articles of Association, including but not limited to attending to the necessary filings with the Registrar of Companies in the Cayman Islands and Hong Kong."

By Order of the Board of

TOMSON GROUP LIMITED

Lee Yuen Han

Company Secretary

Hong Kong, 12th May, 2026


Notes:

  1. In order to determine the eligibility to attend and vote at the Extraordinary General Meeting, the register of members of the Company will be closed from Friday, 29th May, 2026 to Thursday, 4th June, 2026, both days inclusive. In order to be eligible to attend and vote at the Extraordinary General Meeting, all transfers documents accompanied by the relevant share certificates must be lodged with the Company's share registrar in the Hong Kong Special Administrative Region ("Hong Kong") of the People's Republic of China, Tricor Investor Services Limited, at 17/F., Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 4:30 p.m. on Thursday, 28th May, 2026 for registration.

  2. A member of the Company entitled to attend and vote at the Extraordinary General Meeting is entitled to appoint one or more proxies to attend and vote in his stead. A proxy need not be a member of the Company but must attend the Extraordinary General Meeting in person to represent the member.

  3. In order for it to be valid, the completed form of proxy, accompanied by a power of attorney or other authority (if any) under which it is signed, or a notarially certified copy thereof, must be deposited at the office of the Company in Hong Kong at Rooms 1507-12, 15th Floor, Wing On Centre, 111 Connaught Road Central, Hong Kong not later than 11:30 a.m. on Wednesday, 3rd June, 2026 (or not less than 24 hours before the time appointed for holding of the Extraordinary General Meeting or any adjournment of that meeting, as the case may be). Completion and delivery of the form of proxy will not preclude you from attending and voting at the Extraordinary General Meeting or any adjournment of that meeting (as the case may be) in person, if you so wish, and in such event, the form of proxy will be deemed to be revoked.

  4. Subject to any special rights, privileges or restrictions as to voting for the time being attached to any class or classes of shares, at any general meeting on a poll, every member (no matter present in person or by proxy or (being a corporation) by a duly authorised representative) shall have one vote for every fully-paid share of which he is the holder.

  5. In the case of joint holders of a share, any one of such persons may vote at any meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders are present at any meeting personally or by proxy, the vote of 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 will be accepted to the exclusion of the votes of the other joint holder(s).

  6. A circular of the Company dated 12th May, 2026 regarding the Proposed Amendments 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) together with this notice.

  7. The articles of association of the Company are written in English and the Chinese version of the Proposed Amendments is a translation for reference only. Should there be any discrepancies, the English version will prevail.

  8. Please pay attention to the meeting arrangements in times of bad weather stated in the circular of the Company dated 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.

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