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T.S. Lines Limited Proxy Solicitation & Information Statement 2026

Apr 8, 2026

50639_rns_2026-04-08_4f7d1120-0a8d-4824-aa25-07f94e32f207.pdf

Proxy Solicitation & Information Statement

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T.S. LINES

德翔海運

T.S. Lines Limited

德翔海運有限公司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 2510)

FORM OF PROXY FOR USE AT THE ANNUAL GENERAL MEETING

TO BE HELD ON Thursday, May 21, 2026

I/We/Name (1)

of

being the registered holder(s) of/Name (2)

shares in the share capital of T.S. Lines Limited (the "Company") HEREBY APPOINT/Name (3) THE CHAIRMAN OF THE MEETING (the "Chairman")

or

of

as my/our proxy to attend and vote for me/us and on my/our behalf at the annual general meeting of the Company ("AGM") to be held at Chairman's Place, New World Millennium Hong Kong Hotel, 72 Mody Road, Tsim Sha Tsui East, Kowloon, Hong Kong on Thursday, May 21, 2026 at 10:00 a.m. (and at any adjournment or postponement thereof) for the purpose of considering and, if thought fit, passing the resolutions set out in the notice of the AGM as indicated below or if no such indication is given, as my/our proxy thinks fit and in respect of any other business that may properly come before the AGM (and/or at any adjournment or postponement thereof):

ORDINARY RESOLUTIONS FOR/Name (4) AGAINST/Name (5)
1. To receive and approve the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors and of the auditors of the Company for the year ended December 31, 2025.
2. To declare a final dividend US$0.10 per share of the Company for the year ended December 31, 2025.
3. (a) To re-elect Mr. Chen Shao-Hsiang as an executive director of the Company.
(b) To re-elect Mr. To Hung-Lin as an executive director of the Company.
(c) To re-elect Mr. Wu Youn-Ger as an independent non-executive director of the Company.
(d) To authorize the board of directors of the Company to fix the respective directors' remuneration.
4. To re-appoint Messrs. KPMG as auditors of the Company and authorize the board of directors of the Company to fix their remuneration.
5. (A) To grant a general mandate to the directors of the Company to buy back shares of the Company not exceeding 10% of the total number of issued shares of the Company (excluding treasury shares of the Company, if any) as at the date of passing this resolution.
(B) To grant a general mandate to the directors of the Company to allot, issue and deal with additional shares of the Company and to sell and transfer any treasury shares of the Company not exceeding 20% of the total number of the issued shares (excluding treasury shares of the Company, if any) as at the date of passing this resolution.
(C) To extend the general mandate granted to the directors of the Company to allot, issue and deal with additional shares of the Company and to sell and transfer any treasury shares of the Company under resolution no. 5(B) by adding thereto the shares to be bought back by the Company pursuant to the general mandate granted under resolution no. 5(A).

Dated: ___, 2026

Signature(s)/Name (6)

Notes

  1. Full name(s) and address(es) must be inserted in BLOCK CAPITALS. The name of all joint holders should be stated.
  2. Please insert the number of shares of the Company registered in your name(s) to which the proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares of the Company registered in your name(s).
  3. If any proxy other than the chairman of the AGM is preferred, please strike out the words "THE CHAIRMAN OF THE MEETING or" and insert the name and address of the proxy desired in the space provided. A shareholder holding two or more shares may appoint more than one proxy. A shareholder may appoint a proxy in respect of part only of his/her/its holding of shares in the Company. A proxy need not be a member of the Company. IF NO NAME IS INSERTED, THE CHAIRMAN WILL ACT AS YOUR PROXY. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON(S) WHO SIGN(S) IT.
  4. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, PLEASE TICK ("✓") THE BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST THE RESOLUTION, PLEASE TICK ("✓") THE BOX MARKED "AGAINST". Failure to tick either box in respect of any resolution will entitle your proxy to cast your vote or abstain at his/her discretion. Your proxy will also be entitled to vote or abstain at his/her discretion on any resolution properly put to the AGM (and/or at any adjournment or postponement thereof) other than those referred to in the notice convening the AGM.
  5. This form of proxy must be signed by you or your attorney duly authorized in writing or, if the shareholder is a corporation, either under its common seal or under the hand of an officer, attorney or other person authorized to sign the same. In the case of this form of proxy purporting to be signed on behalf of a corporation by an officer thereof it shall be assumed, unless the contrary appears, that such officer was duly authorized to sign this form on behalf of the corporation without further evidence of the fact.
  6. Any shareholder of the Company entitled to attend and vote at the AGM is entitled to appoint another person as his/her/its proxy to attend and vote instead of him/her/it.
  7. In the case of joint holders of any shares, any one of such joint holders may vote at the AGM, either in person or by proxy, in respect of each share as if he/she were solely entitled thereto, but if more than one of such joint holders be present at the AGM, the vote of the senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the vote(s) of the other joint holders, and for this purpose, seniority shall be determined by the order in which the names stand in the Company's register of members in respect of the relevant joint holding.
  8. In order to be valid, this form of proxy and the 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 deposited at 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 before the time appointed for the AGM (or the adjourned or postponed meeting thereof).
  9. Completion and delivery of this form of proxy shall not preclude you from attending and voting in person at the AGM and in such event, this form of proxy shall be deemed to be revoked.
  10. The full text of the proposed resolutions and the notice of the AGM is set out in the Company's circular dated April 9, 2026.
  11. References to dates and time in this form of proxy are to Hong Kong dates and time.

PERSONAL INFORMATION COLLECTION STATEMENT

Your supply of your and your proxy's (or proxies') name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the AGM (the "Purposes"). We may transfer your and your proxy's (or proxies') name(s) and address(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to us for use in connection with the Purposes and to such parties who are authorized by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy's (or proxies') name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to the Company or the Personal Data Privacy Officer of Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong.