TESSON HOLDINGS (01201.HK): RMB98.4m Acquisition of EV-Charging Target; Consideration Shares Make It a Major Transaction

NewTimeSpace News: On 27 September 2026, Tesson Holdings Limited (stock code: 01201) announced that its direct wholly-owned subsidiary (the purchaser), the Company, the seller CCPOM Limited, the Hong Kong target company (时代华智（香港）新能源科技有限公司) and the personal guarantors entered into a sale and subscription agreement, under which the purchaser agreed to acquire 100% of the issued shares of the Hong Kong target company for RMB98,400,000, payable by (i) HKD cash equivalent to RMB38,400,000 (including a RMB3,000,000 deposit offset) and (ii) consideration shares to be allotted and issued under a specific mandate at HK$2.00 per share for the RMB60,000,000 balance, and the purchaser also agreed to subscribe for new shares of the target company upon a capital injection of RMB21,600,000.

Upon completion, the Company will indirectly hold 100% of the target, whose results will be consolidated; the target group is principally engaged in new-energy technology R&D, operation of EV charging stations and sale and leasing of related products, operating several charging stations in Shanghai and Fuzhou. By way of illustration only, assuming HKD1 to RMB0.86054, the consideration shares would number approximately 34,861,830, representing about 7.93% of existing issued shares and about 7.35% of the enlarged total. The issue price of HK$2.00 represents a 0.25% discount to the closing price of HK$2.005 on 25 September 2026, and the seller has undertaken a 12-month lock-up over the consideration shares.

The announcement also disclosed that Shenzhen Tesson Zhongneng Technology (重能科技), an indirect wholly-owned subsidiary, entered into a loan agreement to provide an interest-free loan of RMB10,000,000 to the PRC target company (福建时代华智新能源科技有限公司) and the related PRC borrower as collateral for their bank loan, with the personal guarantors providing joint and several guarantees; and Mr. Huang Yucheng, the seller's nominee, will be appointed as an executive director upon completion subject to shareholders' approval at the EGM.

Under the Listing Rules, the acquisition and subscription, aggregated under Rule 14.22, constitute a major transaction (highest applicable percentage ratio above 25% but below 100%) subject to announcement, circular and shareholders' approval requirements; the loan, below 5% on its own, remains part of the major transaction when aggregated. The circular is expected to be despatched on or before 20 October 2026; approximately HK$35 million of the cash consideration will be funded from the net proceeds of a share placing in August 2026, with the balance from internal resources.

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