TOM Group Limited — Proxy Solicitation & Information Statement 2022

Feb 15, 2022

(Stock Code: 2383)

16 February 2022

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Dear Shareholders [(Note)] ,

TOM Group Limited (the “Company”)

1. Extraordinary General Meeting (“EGM”) of the Company

The EGM of the Company will be held on Tuesday, 15 March 2022 at 11:30 a.m. at Board Room, Rooms 1601-05, 16/F., China Resources Building, 26 Harbour Road, Wanchai, Hong Kong. For the health and safety of EGM attendees, the EGM will be in a hybrid meeting. The Company would encourage Shareholders to exercise their rights to attend and vote at the EGM electronically, all Shareholders (other than those who are required to attend the EGM physically to form a quorate meeting) who wish to appoint a proxy to attend and vote at the EGM shall appoint the Chairman of the EGM as their proxy. Other than those in the quorum and the limited number of other attendees to ensure the proper conduct of the meeting, any other person who attempts to do so will be exclude d and will not be permitted entry to the venue of the EGM, in order to maintain an internal grouping and minimize the continuing risks posed by the COVID-19 pandemic at the EGM. Details of this arrangement for the EGM are set out in the Circular.

Online Attendance at the EGM

You, as a Non-registered Holder whose shares are held in the Central Clearing and Settlement System through banks, brokers, custodians, nominees or HKSCC Nominees Limited (together, the “Intermediary”), can attend, participate and vote at the EGM online. You will be able to view a live webcast of the EGM, cast your vote on the resolutions in real time and submit online questions to the Company. From 11:00 a.m. on 15 March 2022, you can log in to the EGM online platform by visiting the meeting website:

http://meetings.computershare.com/TOMGroupEGM2022

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In order to attend the EGM online, you need to (i) contact your Intermediary to appoint you as a proxy and (ii) provide your e-mail address to your Intermediary, before the deadline required by your Intermediary. Details regarding the EGM arrangements including the login details to access the EGM online platform will be sent by Computershare Hong Kong Investor Services Limited, the Company’s Hong Kong Share Registrar, to the e-mail address provided by you.

Please keep the login details in safe custody for use at the EGM and do not disclose them to anyone else.

2. Notice of Publication of the Circular dated 16 February 2022 in relation to the Major Transaction - Grant of the Amended Drag-Along Right by TOM E-Commerce and Notice of Extraordinary General Meeting (“Circular”) and Proxy Form in relation to the EGM of the Company (“Current Corporate Communication”)

The Company’s Current Corporate Communication (in both English and Chinese versions) is available on the Company’s website at www.tomgroup.com and the website of Hong Kong Exchanges and Clearing Limited (“HKEX”) at www.hkexnews.hk. You may access the Current Corporate Communication by clicking “Announcements/Circulars” section of the Company’s website and then selecting “Notice for Extraordinary General Meeting”, “Circular (Major Transaction - Grant of the Amended Drag-Along Right by TOM E-Commerce and Notice of Extraordinary General Meeting)” and “Proxy Form”; or by searching under “Listed Company Information” on the website of HKEX. Viewing the above documents requires Adobe[® ] Reader[®] .

If you have any difficulty in receiving or gaining access to the Current Corporate Communication posted on the Company’s website or if you want to receive a printed copy of the Current Corporate Communication, please complete the CCASS request form (the “CCASS Request Form”) on the reverse side and send it to the Company c/o the Company’s branch share registrar, Computershare Hong Kong Investor Services Limited, by post using the mailing label at the bottom of the CCASS Request Form (no stamp is needed if posted in Hong Kong). The address of the Company’s share registrar is 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong. You may also send an email with a scanned copy of the CCASS Request Form to tomgroup@computershare.com.hk.

If you have any queries about how to obtain a copy of the Current Corporate Communication or how to access the Current Corporate Communication on the Company’s website, please call the hotline of the Company’s branch share registrar at (852) 2862 8688 during business hours (9:00 a.m. to 6:00 p.m., Monday to Friday, excluding public holidays).

Yours faithfully,

For and on behalf of TOM Group Limited Yeung Kwok Mung Executive Director

Note: This notification letter is being sent to the non-registered holders of the shares of the Company, whose shares are held in Central Clearing and Settlement System (“CCASS”) and who have notified the Company through Hong Kong Securities Clearing Company Limited that they wish to receive the Current Corporate Communication. If you have sold or transferred your shares in the Company, please disregard this notification letter and the CCASS Request Form enclosed.