Tesson : (1) GENERAL MANDATES TO REPURCHASE SHARES AND ISSUE NEW SHARES; (2) REFRESHMENT OF SCHEME MANDATE LIMIT; (3) RE-ELECTION OF RETIRING DIRECTORS; AND (4) NOTICE OF ANNUAL GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

If you are in any doubt as to any aspect of this circular, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Tesson Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee, or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

TESSON HOLDINGS LIMITED

天 臣 控 股 有 限 公 司

(Incorporated in Bermuda with limited liability)

(Stock code: 1201)

1. GENERAL MANDATES TO REPURCHASE SHARES AND ISSUE NEW SHARES;
2. 1. REFRESHMENT OF SCHEME MANDATE LIMIT;

1. RE-ELECTIONOF RETIRING DIRECTORS; AND
2. NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of Tesson Holdings Limited 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 Friday, 25 June 2021 is set out from pages 16 to 21 of this circular. Whether or not you are able to attend the annual general meeting, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company's branch share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the annual general meeting or any adjournment thereof. Completion and return of the form of proxy shall not preclude shareholders from attending and voting in person at the meeting or any adjourned meeting should they so desire.

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

To safeguard the health and safety of Shareholders and to prevent the spreading of the COVID-19 pandemic, the following precautionary measures will be implemented at the AGM:

1. Compulsory temperature screening/checks
2. Compulsory wearing of surgical face mask
3. No provision of refreshments or drinks

For details of the precautionary measures, please refer to the paragraph headed "Precautionary Measures for the Annual General Meeting" on pages 1 to 2 of the circular.

Attendees who do not comply with the precautionary measures referred to in (1) to (2) above may be denied entry to the AGM venue, at the absolute discretion of the Company as permitted by the laws of Hong Kong.

For the health and safety of Shareholders, the Company would like to encourage Shareholders to exercise their right to vote at the AGM by appointing the Chairman of the AGM as their proxy and to return their forms of proxy by the time specified above, instead of attending the AGM in person.

22 April 2021

		CONTENTS
			Page
Precautionary Measures for the Annual General Meeting . . . . . . . . . . . . . . . . . . .	1
Definitions . . .	. . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Letter from the Board	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Appendix I	-	Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Appendix II	-	Details of the Retiring Directors to be
		Re-elected at the Annual General Meeting . . . . . . . . . .	13
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16

- i -

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

With the outbreak and spreading of the COVID-19 pandemic and the heightened requirements for the prevention and control of its spreading, to safeguard the health and safety of Shareholders who might be attending the AGM in person, the Company will implement the following precautionary measures at the AGM.

Voting by proxy in advance of the AGM: The Company does not in any way wish to diminish the opportunity available to Shareholders to exercise their rights and to vote, but is conscious of the pressing need to protect Shareholders from possible exposure to the COVID-19 pandemic. For the health and safety of Shareholders, the Company would like to encourage Shareholders to exercise their right to vote at the AGM by appointing the Chairman of the AGM as their proxy instead of attending the AGM in person. Physical attendance is not necessary for the purpose of exercising Shareholder rights. Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the AGM or any adjournment thereof should they subsequently so desire.

The deadline to submit completed forms of proxy is Wednesday, 23 June 2021 at

11:00 a.m.. Completed forms of proxy must be returned to the Company's branch share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong.

Shareholders are strongly encouraged to cast their votes by submitting a form of proxy and appointing the Chairman of the AGM as their proxy.

To safeguard the health and safety of Shareholders who might be attending the AGM in person, the Company will also implement the following measures at the AGM:

1. Compulsory temperature screening/checks will be carried out on every attendee at the main entrance of Picasso Room B, B1 level, InterContinental Grand Stanford Hong Kong (the "AGM venue"). Any person with a body temperature above the reference range quoted by the Department of Health from time to time, or is exhibiting flu-like symptoms may be denied entry into the AGM venue and be requested to leave the AGM venue.
2. Every attendee will be required to wear a surgical face mask throughout the AGM and sit at a safe distance from other attendees. Please note that no masks will be provided at the AGM venue and attendees should bring and wear their own masks.
3. Any person who declines any of the abovementioned measures will be denied entry in the AGM venue.
4. No refreshments or drinks will be provided to attendees at the AGM.

Attendees are requested to observe and practise good personal hygiene at the times at the AGM venue. To the extent permitted under the laws of Hong Kong, the Company reserves the right to deny entry into the AGM venue or require any person to leave the AGM venue so as to ensure the health and safety of the attendees at the AGM.

- 1 -

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

Due to the constantly evolving COVID-19 pandemic situation in Hong Kong, the Company may be required to change the AGM arrangements at short notice. Shareholders should check the Company's website at www.tessonholdings.com for future announcements and updates on the AGM arrangements.

Appointment of proxy by Non-registered Shareholders: Non-registeredShareholders whose Shares are held through banks, brokers, custodians or the Hong Kong Securities Clearing Company Limited should consult directly with their banks or brokers or custodians (as the case may be) to assist them in the appointment of proxy.

If Shareholders have any questions relating to the AGM, please contact Company's branch share registrar as follows:

Computershare Hong Kong Investor Services Limited

17M Floor, Hopewell Centre

183 Queen's Road East

Wanchai, Hong Kong

Telephone: [phone]

Facsimile: [phone]

Email: [e-mail]

- 2 -

DEFINITIONS

In this circular and the appendixes, the following expressions have the following meanings

unless the context requires otherwise:

"Act"	the Companies Act 1981 of Bermuda and as amended
	from time to time;
"AGM"	the annual general meeting of the Company to be held
	on Friday, 25 June 2021 at 11:00 a.m. or any
	adjournment thereof;
"AGM Notice"	the notice of AGM set out from pages 16 to 21 of this
	circular;
"Board"	the Board of Directors;
"Bye-laws"	the bye-laws of the Company;
"Close associates"	has the same meaning as defined under the Listing
	Rules;
"Code"	the Hong Kong Code on Takeovers and Mergers;
"Company"	Tesson Holdings Limited, a company incorporated in
	Bermuda and the shares of which are listed on the
	main board of the Stock Exchange (stock code: 1201);
"Director(s)"	the director(s) of the Company;
"Double Key"	Double Key International Limited;
"Group"	the Company and its subsidiaries;
"HK$"	Hong Kong dollars, the lawful currency of Hong
	Kong;
"Hong Kong"	the Hong Kong Special Administrative Region of the
	PRC;
"Latest Practicable Date"	15 April 2021, the latest practicable date for
	ascertaining certain information for inclusion in this
	circular;
"Listing Rules"	the Rules Governing the Listing of Securities on the
	Stock Exchange;

- 3 -

	DEFINITIONS
"Lithium Ion Motive Battery	one of the Group's principal business activities, which
Business"	is the manufacturing and sale of lithium ion motive
	battery, lithium ion battery module, battery charging
	devices, battery materials machines and production
	lines, new energy solution and sale of relevant
	equipment, investments holding and import and
	export trading;
"PRC"	the People's Republic of China, excluding Hong
	Kong, Macau Special Administrative Region and
	Taiwan for the purpose of this circular;
"Repurchase Proposal"	the proposal to grant Directors new general mandate
	to repurchase Shares up to 10% of the total issued
	share capital of the Company at the date of granting
	the Repurchase Proposal by ordinary resolution at the
	AGM;
"SFO"	the Securities and Futures Ordinance (Chapter 571 of
	the Laws of Hong Kong) as amended, supplemented
	or otherwise modified from time to time;
"Share Option Scheme"	the share option scheme adopted by the Company on
	13 June 2012;
"Share(s)"	ordinary share(s) of HK$0.10 each in the capital of the
	Company;
"Shareholder(s)"	holder(s) of the Share(s);
"Stock Exchange"	The Stock Exchange of Hong Kong Limited; and
"%"	per cent.

- 4 -

LETTER FROM THE BOARD

TESSON HOLDINGS LIMITED

天 臣 控 股 有 限 公 司

(Incorporated in Bermuda with limited liability)

(Stock code: 1201)

Executive Directors:	Registered Office:
Mr. Tin Kong (Chairman)	Clarendon House
Ms. Cheng Hung Mui	2 Church Street
Mr. Chen Dekun	Hamilton HM 11
Mr. Sheng Siguang	Bermuda
Independent Non-executive Directors:	Principal place of business:
Dr. Ng Ka Wing	Room 401A
Mr. See Tak Wah	Empire Centre
Mr. Wang Jinlin	68 Mody Road, Tsim Sha Tsui
	Kowloon, Hong Kong
	22 April 2021
To the Shareholder(s)
Dear Sir or Madam,

1. GENERAL MANDATES TO REPURCHASE SHARES AND ISSUE NEW SHARES;
2. 1. REFRESHMENT OF SCHEME MANDATE LIMIT;

1. RE-ELECTIONOF RETIRING DIRECTORS; AND
2. NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to seek your approval at the forthcoming AGM of ordinary resolutions as set out in the AGM Notice to (i) grant the Directors general mandates to repurchase Shares and issue new Shares, respectively; (ii) refresh the scheme limit; (iii) re-elect the retiring Directors; (iv) re-appoint the auditor of the Company; and

1. receive, consider and adopt the audited accounts of the Company and reports of the Directors and of the auditors for the year ended 31 December 2020.

- 5 -

LETTER FROM THE BOARD

GENERAL MANDATES TO REPURCHASE SHARES AND ISSUE NEW SHARES

The Directors are seeking the passing of ordinary resolutions at the AGM to give to the Directors new general mandates:

1. to repurchase Shares not exceeding 10% of the total number of issued Shares of the Company as at the date of passing of the relevant resolution at the AGM; and
2. to allot, issue and otherwise deal with new Shares not exceeding 20% of the total number of issued Shares of the Company as at the date of passing of the relevant resolution at the AGM.

The Directors will also propose a separate ordinary resolution at the AGM to add to the mandate to issue those Shares repurchased by the Company pursuant to the repurchase mandate granted to the Directors at the AGM.

As at the Latest Practicable Date, the issued share capital of the Company comprised 1,196,485,700 Shares. Subject to the passing of ordinary resolution (4) set out in the notice convening the AGM and on the basis that no further Shares are issued and/or repurchased prior to the date of the AGM, the Company would be allowed to allot, issue and otherwise deal with a maximum of 239,297,140 Shares and under the Repurchase Proposal to repurchase a maximum of 119,648,570 Shares.

EXPLANATORY STATEMENT

An explanatory statement, as required under the Listing Rules, containing information required to enable Shareholders to make an informed decision regarding the resolution in respect of the mandate to repurchase Shares, is set out in the Appendix I to this circular.

REFRESHMENT OF SCHEME MANDATE LIMIT

Under the Share Option Scheme and the applicable Listing Rules, the Board has the right to grant to the eligible participants options to subscribe for up to a maximum of 10% of the Shares in issue as at the date of adoption of the Share Option Scheme. Apart from the Share Option Scheme, the Company has no other share option scheme currently in force.

The current scheme mandate limit is 103,631,570 Shares, representing 10% of the total number of Shares in issue as at the date of adoption of the Share Option Scheme. From the date of adoption of the Share Option Scheme up to the Latest Practicable Date, a total of 24,300,000 share options to subscribe for a total of 24,300,000 shares were granted by the Company under the Share Option Scheme, among which 10,300,000 Share options have lapsed. As at the Latest Practicable Date, there were a total of 14,000,000 outstanding options, carrying rights to subscribe for 14,000,000 Shares. As such, under the current scheme mandate limit, options carrying rights to subscribe for the remaining 79,331,570 Shares may be granted.

- 6 -

LETTER FROM THE BOARD

On 28 February 2017, the Company issued convertible bonds in the aggregate principal amount of HK$300,000,000 with a coupon rate of 3% to Double Key, details of which are set out in the circular of the Company dated 13 February 2017. The Company had allotted and issued an aggregate of 150,000,000 Shares on 16 April 2018.

As a result of the placing of new shares as announced by the Company on 7 August 2019, the Company had allotted and issued an aggregate of 10,170,000 Shares on 19 August 2019. Accordingly, the issued share capital of the Company had then been enlarged to 1,196,485,700 Shares.

The proposed refreshment of scheme mandate limit will be conditional upon: (i) the approval of the Shareholders at the AGM; and (ii) the Stock Exchange granting the listing of, and the permission to deal in, such number of Shares representing 10% of the Shares in issue as at the date of passing the relevant resolution at the AGM, which may fall to be allotted and issued pursuant to the exercise of options that may be granted under the refreshed scheme mandate limit.

On the basis of 1,196,485,700 Shares in issue as at the Latest Practicable Date and assuming that no further Shares are issued and/or repurchased by the Company prior to the date of the AGM, the Company will be entitled to grant further options under the Share Option Scheme carrying rights to subscribe for up to 119,648,570 Shares upon the proposed refreshment of the scheme mandate limit.

An ordinary resolution will therefore be proposed to the Shareholders at the AGM to refresh the scheme mandate limit so as to allow the Directors to grant share options entitling holders thereof to subscribe for up to 10% of the issued ordinary share capital of the Company as at the date of passing the relevant resolution at the AGM.

The number of Shares to be issued upon exercise of all outstanding share options granted and yet to be exercised under the Share Option Scheme and all other share option schemes of the Company must not, in aggregate, exceed 30% of the issued share capital of the Company from time to time. The total number of Shares which may fall to be allotted and issued pursuant to the exercise of share options that may be granted under the refreshed scheme mandate limit together with all outstanding share options granted and yet to be exercised as at the Latest Practicable Date, being a total of 133,648,570 Shares, do not exceed the 30% limit as at the Latest Practicable Date.

The Directors consider that it is in the interest of the Company and the Shareholders as a whole to refresh the scheme mandate limit to permit the grant of share options under the Share Option Scheme so as to provide incentive or reward to Directors and employees of the Group and other selected grantees for their contribution to and continuing efforts to promote the interests of the Company. The refreshment allows the Company greater flexibility in doing so.

Application will be made to the Listing Committee of the Stock Exchange for the approval of the listing of, and permission to deal in, the Shares, which may be issued upon exercise of the share options to be granted under the aforesaid refreshed scheme mandate limit.

- 7 -

LETTER FROM THE BOARD

RE-ELECTION OF RETIRING DIRECTORS

By virtue of bye-law 87 of the Bye-laws, Mr. Chen Dekun, Mr. Sheng Siguang and Dr. Ng Ka Wing, shall retire by rotation and being eligible, have offered themselves for re-election at the AGM.

The nomination committee of the Company has considered the background, skills, knowledge and experience of Mr. Chen Dekun, Mr. Sheng Siguang and Dr. Ng Ka Wing, having regard to the board diversity policy of the Board (the "Board Diversity Policy"). The Board Diversity Policy set out that board appointments are based on objective criteria, having due regard for the benefits of diversity on the Board including but not limited to gender, age, cultural and educational background, ethnicity, professional experience, skills, knowledge and length of service. The particulars in Appendix II describe how each such Director contributes to the diversity of the Board. The Board, having considered the recommendation of the nomination committee of the Company, is of the view that Mr. Chen Dekun, Mr. Sheng Siguang and Dr. Ng Ka Wing will continue to contribute to the Board with their deep understanding of the businesses of the Group, diversity of skills sets and perspectives as well as devotion to the Board. The Board also believes that the valuable knowledge and experience of these retiring Directors in the businesses of the Group and their general business acumen continue to generate significant contribution to the Company and the Shareholders as a whole.

Further, the Board has also assessed and reviewed the independence of Dr. Ng Ka Wing, who has also given the Company his annual confirmation of independence. The Board, therefore, considers him to be independent and believes that he should be re-elected.

Information on the retiring Directors is set out in Appendix II to this circular. Each of their re-election will be subject to a separate resolution to be proposed at the AGM.

CONFIRMATION ON RE-APPOINTMENT OF AUDITOR

Bye-law 154(1) provides that subject to section 88 of the Act, at the annual general meeting or at a subsequent special general meeting in each year, Shareholders shall appoint an auditor to audit the accounts of the Company and such auditor shall hold office until Shareholders appoint another auditor. Such auditor may be a Shareholder but no Director or officers or employee of the Company shall, during his continuance in office, be eligible to act as an auditor of the Company.

At the AGM, an ordinary resolution will be proposed for the purpose of re-appointing ZHONGHUI ANDA CPA Limited as the auditor of the Company and authorising the auditor 's remuneration to be fixed by the Board.

RECEIVING, CONSIDERING AND ADOPTING FINANCIAL STATEMENTS

An ordinary resolution will be proposed at the AGM for the purpose of receiving, considering and adopting the audited consolidated financial statements of the Company, the report of the Directors and the independent auditor 's report for the year ended 31 December 2020.

- 8 -

LETTER FROM THE BOARD

AGM AND PROXY ARRANGEMENT

A notice convening the AGM is set out from pages 16 to 21 of this circular.

A form of proxy for use at the AGM is enclosed. To be valid, the form of proxy must be completed in accordance with the instructions printed thereon and deposited, together with power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power of attorney or authority, at the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the meeting. Completion and delivery of the form of proxy will not prevent you from attending and voting at the AGM.

RECOMMENDATION

The Directors believe that (i) the grant of the general mandates to the Directors to repurchase Shares and issue new Shares, respectively; (ii) the refreshment of the scheme limit; (iii) the re-election of the retiring Directors; and (iv) the re-appointment of auditor of the Company are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend all Shareholders to vote in favour of the relevant resolutions at the AGM.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

Yours faithfully,

By order of the Board

Tesson Holdings Limited

Tin Kong

Chairman

- 9 -

APPENDIX I	EXPLANATORY STATEMENT

This is the explanatory statement to provide requisite information to all Shareholders for their consideration of the proposed general mandate to be granted to the Directors to repurchase Shares of the Company as required by the relevant provision set out in the Listing Rules to regulate the repurchase by companies with primary listings on the Stock Exchange of their own securities on the Stock Exchange.

1. DIRECTORS, CLOSE ASSOCIATES AND CORE CONNECTED PERSONS

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their Close associates, presently intends to sell Shares to the Company under the Repurchase Proposal in the event that the Repurchase Proposal is approved by Shareholders.

The Company has not been notified by any core connected persons (as defined in the Listing Rules) of the Company that they have a present intention to sell to the Company any securities of the Company, nor have they undertaken not to sell any securities of the Company held by them to the Company in the event that the Repurchase Proposal is approved by Shareholders.

2. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 1,196,485,700 Shares. Subject to the passing of ordinary resolution (4) set out in the notice convening the AGM and on the basis that no further Shares are issued and/or repurchased prior to the date of the AGM, the Company would be allowed under the Repurchase Proposal to repurchase a maximum of 119,648,570 Shares. No repurchases of Shares have been made by the Company in the six months preceding the Latest Practicable Date (whether on the Stock Exchange or otherwise).

3. REASONS FOR SHARE BUY BACK

Although the Directors have no present intention of purchasing any Shares, they believe that the flexibility afforded by the Repurchase Proposal would be in the best interests of the Company and Shareholders. Trading conditions on the Stock Exchange have sometimes been volatile in recent years. At any time in the future when securities are trading at a discount to their underlying value, the ability of the Company to purchase Shares will be beneficial to those Shareholders who retain their investment in the Company since their attributable percentage of interest in the assets of the Company would increase in proportion to the number of Shares repurchased by the Company. Shareholders can be assured that the Directors would only make such purchases in circumstances where they consider to be beneficial to the Company and the Shareholders.

- 10 -

APPENDIX I	EXPLANATORY STATEMENT

4. FUNDING OF REPURCHASES OF SHARES

The Directors propose that repurchases of Shares under the Repurchase Proposal would be financed by the Company's internal resources and/or existing banking facilities.

When repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with the Memorandum of Association of the Company and the Bye-Laws and applicable laws of Bermuda, namely the Act.

There may be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited accounts contained in the Company's annual report for the year ended 31 December 2020) in the event that the Repurchase Proposal were to be carried out in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the Repurchase Proposal to such extent as would in the circumstances have a material adverse impact on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

5. SHARE PRICES

The highest and lowest market prices for Shares traded on the Stock Exchange during each of the previous twelve months were as follows:

	Share prices (per share)
	Highest	Lowest
	HK$	HK$
2020
May	0.50	0.44
June	0.52	0.45
July	0.49	0.42
August	0.51	0.43
September	0.50	0.43
October	0.49	0.37
November	0.45	0.39
December	0.43	0.37
2021
January	0.45	0.37
February	0.45	0.37
March	0.46	0.34
April (up to and including the Latest
Practicable Date)	0.43	0.34

- 11 -

APPENDIX I	EXPLANATORY STATEMENT

6. UNDERTAKING OF DIRECTORS

Subject to the passing of the ordinary resolution in respect of the Repurchase Proposal at the AGM, the Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the powers of the Company to make repurchase pursuant to the Repurchase Proposal in accordance with the Listing Rules, the laws of Bermuda and the Bye-Laws.

7. EFFECT OF HONG KONG CODES ON TAKEOVERS AND MERGERS AND SHARE BUY-BACKS

If, on the exercise of the power by the Company to repurchase Shares pursuant to the Repurchase Proposal, a Shareholder 's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of Rule 32 of the Code and would give rise to an obligation to make a mandatory offer in accordance with Rule 26 of the Code.

As at the Latest Practicable Date, to the best knowledge and belief of the Company, Double Key and Ms. Cheng Hung Mui, our executive Director, being the controlling shareholders (as defined in the Listing Rules) of the Company, were interested in a total of 775,894,533 Shares, representing approximately 64.85% of the number of issued Shares of the Company. Public float of the Company is at 33.98%. On the basis of 1,196,485,700 Shares in issue and assuming that no further Shares are issued and/or repurchased by the Company, in the event that the Directors exercise in full the power to repurchase Shares which is proposed to be granted pursuant to the Repurchase Proposal, the shareholding of the controlling shareholders of the Company would be increased from approximately 64.85% to approximately 72.05% of the number of issued Shares of the Company, which imply a public float of 26.65%. Such increase in shareholding of the controlling shareholders would not give rise to an obligation to make a mandatory offer under Rule 26 of the Code.

The Directors will not repurchase Shares to such an extent which will result in the amount of Shares held by the public being reduced to less than 25% of the number of issued Shares of the Company or such other minimum percentage as prescribed by the Listing Rules from time to time.

- 12 -

APPENDIX II DETAILS OF THE RETIRING DIRECTORS TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

The following is the information, as at the Latest Practicable Date, required to be disclosed under the Listing Rules, on the Directors proposed to be re-elected at the AGM.

EXECUTIVE DIRECTORS

Mr. Chen Dekun ("Mr. Chen"), aged 58, has been an executive Director of the Company since 25 June 2015 and the general manager of the Lithium Ion Motive Battery Business of the Group in 2018. He has more than 30 years of experience in investment, trading and management.

A service contract has been entered into between the Company and Mr. Chen for a term of two years commencing from 25 June 2015 to 24 June 2017 and continue thereafter until a notice of termination is served by either party. Mr. Chen is subject to retirement by rotation and re-election in the AGM in accordance with the Bye-laws and the Listing Rules. Mr. Chen is entitled to receive a director 's fee of HK$180,000 per annum and salary of HK$960,000 per annum, which are approved by the remuneration committee of the Company and the Board with reference to his qualification, experience, duties, contributions to the Company and the prevailing market conditions.

As at the Latest Practicable Date, Mr. Chen has 1,000,000 outstanding share options of the Company to subscribe for 1,000,000 Shares granted to him under the Share Option Scheme of the Company.

Save as disclosed above, Mr. Chen (i) does not hold any other directorships in any public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years; (ii) does not hold any other positions in the Company or its subsidiaries; (iii) does not have any relationship with any Directors, senior management, substantial or controlling shareholders (as defined in the Listing Rules) of the Company; and (iv) does not have any interests or deemed interest in the shares of the Company which is required to be disclosed under Part XV of the SFO.

Save as disclosed above, there are no other matters concerning Mr. Chen that are required to be brought to the attention of the Shareholders, nor is there other information that is required to be disclosed pursuant to the requirements of Rule 13.51(2) of the Listing Rules.

Mr. Sheng Siguang ("Mr. Sheng"), aged 48, has been an executive Director of the Company since 8 March 2016. He was the chief executive officer of the Company since 8 February 2018 and resigned on 1 August 2019. Mr. Sheng holds directorships in certain subsidiaries of the Company. He was also in charge of the Lithium Ion Motive Battery Business of the Group. He received a master 's degree in industrial economy from Nanjing Southeast University in September 2006. He also graduated from Nanjing University of Aeronautics and Astronautics with an associate degree and a bachelor 's degree in applied electronic technology in 1993. Mr. Sheng has served in a major state-owned electronic enterprise in China as the quality manager, head of quality department and head of purchasing department. Mr. Sheng has extensive experience in investment management. Mr. Sheng's spouse, Ms. Wang Jin, is the beneficial owner of 13,994,253 Shares in the Company.

- 13 -

APPENDIX II DETAILS OF THE RETIRING DIRECTORS TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

There is no service agreement entered into between Mr. Sheng and the Company. He has not been appointed for a specific term but will be subject to retirement by rotation and re-election in the AGM in accordance with the Bye-laws and the Listing Rules. Mr. Sheng is entitled to receive a director 's fee of HK$180,000 per annum and salary of HK$1,800,000 per annum, which are approved by the remuneration committee of the Company and the Board with reference to his qualification, experience, duties, contributions to the Company and the prevailing market conditions.

As at the Latest Practicable Date, Mr. Sheng was deemed to be interested in 13,994,253 Shares in which Ms. Wang Jin was interested pursuant to the SFO.

Save as disclosed above, Mr. Sheng (i) does not hold any other directorships in any public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years; (ii) does not hold any other positions in the Company or its subsidiaries; (iii) does not have any relationship with any Directors, senior management, substantial or controlling shareholders (as defined in the Listing Rules) of the Company; and (iv) does not have any interests or deemed interest in the shares of the Company which is required to be disclosed under Part XV of the SFO.

Save as disclosed above, there are no other matters concerning Mr. Sheng that are required to be brought to the attention of the Shareholders, nor is there other information that is required to be disclosed pursuant to the requirements of Rule 13.51(2) of the Listing Rules.

INDEPENDENT NON-EXECUTIVE DIRECTOR

Dr. Ng Ka Wing ("Dr. Ng"), aged 64, has been an independent non-executive Director since 8 March 2016. He is the chairman of the remuneration committee and a member of the audit committee, the nomination committee and the internal control committee of the Company. Dr. Ng received a Doctor Honoris Causa of Business Administration in Manufacturing and Services from International American University in April 2019. In the same year, he is elevated as the honorary life chairman of Hong Kong Bus Suppliers Association. Dr. Ng has extensive experience in the manufacturing of motor vehicles. He is now the managing director of a bus manufacturer.

There is no service agreement entered into between Dr. Ng and the Company. He has not been appointed for a specific term but will be subject to retirement by rotation and re-election in the AGM in accordance with the Bye-laws and the Listing Rules. Dr. Ng is entitled to receive a director 's fee of HK$180,000 per annum, which is approved by the remuneration committee of the Company with reference to his qualification, experience, duties, contributions to the Company and the prevailing market conditions.

As at the Latest Practicable Date, Dr. Ng did not have any interests in any shares of the Company which is required to be disclosed under Part XV of the SFO.

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APPENDIX II DETAILS OF THE RETIRING DIRECTORS TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

Save as disclosed above, Dr. Ng (i) does not hold any other directorships in any public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years; (ii) does not hold any other positions in the Company or its subsidiaries; (iii) does not have any relationship with any Directors, senior management, substantial or controlling shareholders (as defined in the Listing Rules) of the Company; and (iv) does not have any interests or deemed interest in the shares of the Company which is required to be disclosed under Part XV of the SFO.

Save as disclosed above, there are no other matters concerning Dr. Ng that are required to be brought to the attention of the Shareholders, nor is there other information that is required to be disclosed pursuant to the requirements of Rule 13.51(2) of the Listing Rules.

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NOTICE OF ANNUAL GENERAL MEETING

TESSON HOLDINGS LIMITED

天 臣 控 股 有 限 公 司

(Incorporated in Bermuda with limited liability)

(Stock code: 1201)

NOTICE IS HEREBY GIVEN that the annual general meeting ("AGM") of shareholders of Tesson Holdings Limited (the "Company") will 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 Friday, 25 June 2021 for the following purposes:

ORDINARY RESOLUTIONS

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

1. To receive, consider and adopt the audited consolidated financial statements of the Company and the report of the directors of the Company (the "Directors") and the report of the auditor of the Company for the year ended 31 December 2020, respectively.
2. (a) To re-elect the retiring Directors namely (i) Mr. Chen Dekun as an executive Director; (ii) Mr. Sheng Siguang as an executive Director; (iii) Dr. Ng Ka Wing as an independent non-executive Director; and
3. 1. to authorise the board of Directors (the "Board") to fix the respective Directors' remuneration.
4. To re-appoint ZHONGHUI ANDA CPA Limited as the auditor of the Company and to authorise the Board to fix the auditor 's remuneration.

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NOTICE OF ANNUAL GENERAL MEETING

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

resolutions:

4. (A) "THAT:

1. subject to paragraph (c) of this Resolution, pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Stock Exchange"), the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional share(s) of HK$0.10 each in the capital of the Company (the "Share(s)") and to make or grant offers, agreements and options (including warrants) which might require the exercise of such power be and is hereby generally and unconditionally approved;
2. the approval in paragraph (a) of this Resolution shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options (including warrants) which might require the exercise of such power after the end of the Relevant Period;
3. the aggregate number of Share to be allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and to be issued by the Directors pursuant to the approval in paragraph (a) of this Resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined), or (ii) an issue of Shares upon the exercise of the subscription rights attaching to any warrants which may be issued by the Company from time to time, or (iii) an issue of Shares under any option scheme or similar arrangement for the time being adopted by the Company and/or any of its subsidiaries for the grant or issue of Shares or rights to acquire Shares in the Company, or (iv) any scrip dividend scheme or similar arrangement providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the Bye-laws of the Company, shall not exceed 20% of the total number of issued Shares of the Company in issue as at the date of passing of this Resolution and the said approval shall be limited accordingly; and

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NOTICE OF ANNUAL GENERAL MEETING

1. for the purpose of this Resolution:
   "Relevant Period" means the period from the passing of this Resolution until the earliest of:
2. 1. the conclusion of the next annual general meeting of the Company;
   2. the expiration of the period within which the next annual general meeting of the Company is required by the Bye-Laws of the Company or the Companies Act 1981 of Bermuda or any other applicable laws of Bermuda to be held; and
   3. the passing of an ordinary resolution by shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this Resolution; and

"Rights Issue" means an offer of shares or issue of options to subscribe for shares open for a period fixed by the Directors to holders of Shares whose names appear on the register of members of the Company on a fixed record date in proportion to their then holdings of such Shares (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in any territory applicable to the Company)."

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NOTICE OF ANNUAL GENERAL MEETING

1. "THAT:
2. 1. subject to paragraphs (b) and (c) of this Resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all powers of the Company to repurchase Shares or warrants of the Company on the Stock Exchange or on any other stock exchange on which the Shares or warrants of the Company may be listed and is recognised by the Securities and Futures Commission and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and/or the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;
   2. the aggregate number of Shares or warrants of the Company to be repurchased by the Company pursuant to paragraph (a) of this Resolution during the Relevant Period shall not exceed 10% of the total number of issued Shares of the Company in issue as at the date of passing this Resolution or 10% of the aggregate outstanding amount of warrants of the Company as at the date of passing this Resolution, respectively, and the authority pursuant to paragraph (a) of this Resolution shall be limited accordingly; and
   3. for the purposes of this Resolution:
      "Relevant Period" means the period from the passing of this Resolution until the earliest of:
   4. 1. the conclusion of the next annual general meeting of the Company;
      2. the expiration of the period within which the next annual general meeting of the Company is required by the Bye-Laws of the Company or the Companies Act 1981 of Bermuda or any other applicable laws of Bermuda to be held; and
      3. the passing of an ordinary resolution by shareholders of the Company in general meeting revoking or varying the authority given to the directors of the Company by this Resolution."

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NOTICE OF ANNUAL GENERAL MEETING

1. "THAT conditional upon Resolution Nos. 4(A) and 4(B) as set out in this notice being passed, the general mandate granted to the Directors and for the time being in force to exercise the powers of the Company to allot, issue and deal with additional shares pursuant to Resolution No. 4(A) as set out in this notice be and is hereby extended by the addition to the number of issued Shares of the Company which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to such general mandate of an amount representing the number of issued Shares of the Company repurchased by the Company under the authority granted pursuant to Resolution No. 4(B) as set out in the notice convening this meeting, provided that such extended amount shall not exceed 10% of the total number of issued Shares of the Company in issue as at the date of passing of this Resolution."

5. "THAT subject to and conditional upon (a) the Listing Committee of the Stock Exchange granting the listing of and permission to deal in the ordinary Shares in the ordinary share capital of the Company (representing a maximum of 10% of the ordinary shares of the Company in issue as at the date of passing of this Resolution) which may be issued pursuant to the exercise of options granted under the share option scheme adopted by the Company on 13 June 2012 (the "Share Option Scheme"), the 10% limit on grant of share options under the Share Option Scheme be and is hereby refreshed provided that the total number of Shares which may be issued upon exercise of all options to be granted under the Share Option Scheme and any other share option schemes of the Company under the limit as refreshed hereby shall not exceed 10% of the aggregate nominal amount of the ordinary share capital of the Company in issue as at the date of passing of this Resolution (the "Refreshed Mandate Limit"); and any director of the Company be and is hereby authorised to do such act and execute such document to effect the Refreshed Mandate Limit as he deems fit."

By order of the Board

Tesson Holdings Limited

Tin Kong

Chairman

Hong Kong, 22 April 2021

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NOTICE OF ANNUAL GENERAL MEETING

Notes:

1. 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.
2. 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.
3. 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 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 and in default the instrument of proxy shall not be treated as valid.
4. 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.
5. A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal, or revocation of the instrument of proxy or of the authority under which it was executed, provided that no intimation in writing of such death, insanity or revocation shall have been received by the Company at the registered office or the branch registrar of the Company (or such other place as may be specified for the delivery of the instruments of proxy in the notice convening the meeting) two (2) hours at least before the commencement of the meeting or adjourned meeting, or the taking of the poll, at which the instrument of proxy is used.
6. The register of members will be closed from 22 June 2021 to 25 June 2021 (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 shares certificates must be lodged with the Company's branch share registrar, Computershare Hong Kong Investor Services Limited 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 21 June 2021.
7. Due to the constantly evolving COVID-19 pandemic situation in Hong Kong, the Company may be required to change the AGM arrangements at short notice. Shareholders should check the Company's website at www.tessonholdings.com for future announcements and updates on the AGM arrangements.
8. As at the date of this notice, the Board comprises Mr. Tin Kong, Ms. Cheng Hung Mui, Mr. Chen Dekun and Mr. Sheng Siguang as executive Directors, Dr. Ng Ka Wing, Mr. See Tak Wah and Mr. Wang Jinlin as independent non-executive Directors.

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