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Top Form International Limited Proxy Solicitation & Information Statement 2026

May 12, 2026

49135_rns_2026-05-12_a76f42a2-1ebb-43cc-b12b-39b04d27cec5.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.

Top Form

Group

TOP FORM INTERNATIONAL LIMITED

黛麗斯國際有限公司*

(Incorporated in Bermuda with limited liability)

(Stock Code: 333)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting of the shareholders of Top Form International Limited (the "Company") will be held at 7/F, Port 33, 33 Tseuk Luk Street, San Po Kong, Kowloon, Hong Kong on Thursday, 4 June 2026 at 2:00 p.m. for the purpose of considering and, if thought fit, passing (with or without modifications) the following resolution as ordinary resolution:

"THAT:

the 7th Renewal Agreement, as defined and described in the circular of the Company dated 13 May 2026 (the "Circular"), a copy of this agreement is tabled before the meeting and initialled by the chairman of the meeting for identification purpose, and the terms of the transactions contemplated under the 7th Renewal Agreement and the implementation thereof be and are hereby accepted and approved; and the proposed annual caps in relation to the sales to Van de Velde N.V. as described in the 7th Renewal Agreement and the Circular for each of the three financial years ending 30 June 2029 be and are hereby approved."

By Order of the Board

Top Form International Limited

Wong Chung Chong

Chairman

Hong Kong, 13 May 2026

  • for identification purposes only

Notes:

  1. In order to determine the qualification of Shareholders who are entitled to attend and vote at the SGM, the register of members of the Company will be closed from Monday, 1 June 2026 to Thursday, 4 June 2026 (both days inclusive), during which period no transfer of Shares will be registered. Shareholders whose names appear on the register of members of the Company on Thursday, 4 June 2026 will be entitled to attend and vote at the SGM. In order to attend the SGM, any Shareholder whose transfer has not been registered shall lodge the transfer documents together with the relevant share certificates with Tricor Investor Services Limited, the Company's Hong Kong branch share registrar, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, by no later than 4:30 p.m. on Friday, 29 May 2026.

  2. Any member entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote instead of him in accordance with the Company's Bye-laws. A proxy need not be a member of the Company but must be present in person to represent the member.

  3. To be valid, a form of proxy, together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such power of attorney or authority must be lodged with Tricor Investor Services Limited, the Company's Hong Kong branch share registrar, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof (as the case may be).

  4. Completion and return of the form of proxy will not preclude members from attending and voting in person at the meeting or any adjournment thereof (as the case may be) should they so wish, and in such event, the instrument appointing a proxy shall be deemed to be revoked.

  5. The instrument appointing a proxy shall be in writing under the hand of the appointor or his attorney duly authorised in writing, or if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorised.

  6. The Directors as at the date of this notice are Mr. Wong Chung Chong, Mr. Wong Kai Chung, Kevin and Mr. Wong Kai Chi, Kenneth as executive Directors, Mr. Herman Van de Velde and Ms. Lien Van de Velde as non-executive Directors, Ms. Leung Churk Yin, Jeanny, Mr. Wang Man Hon, Sidney, Mr. Tai Lun, Paul and Mr. Frederic R. F. Lemoine as independent non-executive Directors.

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