Tycoon Group Holdings Limited has proposed a sharp increase in the permitted volume of related-party purchases from Talent Smart Group under the 2025 Master Sale and Purchase Agreement (MSPA). The Board has approved—subject to independent shareholders’ consent—the lifting of annual caps from HK$10.00 million to HK$40.00 million for FY2026 and from HK$10.00 million to HK$43.00 million for FY2027.

The revision follows a joint review indicating that existing limits would be insufficient to meet updated procurement plans, particularly after Talent Smart’s planned launch of more than 10 new proprietary Chinese medicine and health-supplement products in 2H26. Historical transactions already outpaced earlier forecasts: purchases totalled HK$16.12 million in FY2025 and HK$2.18 million in the first three months of 2026.

Commercial terms of the MSPA—covering sale and purchase of Tycoon and Talent Smart products through 31 December 2027—remain unchanged. The proposed caps reflect projected sales volumes and continuation of non-exclusive distribution rights granted to Tycoon subsidiary Dynasty Garden from 1 January 2026.

Because the highest applicable percentage ratios exceed 5 % and Talent Smart is wholly owned by controlling shareholder and CEO Mr. Wong Ka Chun Michael (35.76 % stake in Tycoon Group), the revised caps constitute continuing connected transactions that require reporting, announcement, annual review and independent shareholder approval under Chapter 14A of the Hong Kong Listing Rules. Mr. Wong has abstained from Board voting and will do so at the forthcoming extraordinary general meeting (EGM).

An Independent Board Committee comprising all three independent non-executive directors has been formed, and Halcyon Capital Limited has been appointed as independent financial adviser. A circular containing the committee’s recommendation, the adviser’s opinion and EGM notice is expected on or before 10 July 2026.