TOM Group Limited — Proxy Solicitation & Information Statement 2022

Feb 15, 2022

16 February 2022

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(Stock Code: 2383)

Dear Shareholders,

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 excluded 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 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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and entering the following details:

• Shareholder Number: your 10-digit shareholder reference number starting with “C” (“SRN”) printed under the barcode on the top right corner of this letter

• Last Name: your surname as registered with the Company’s Hong Kong Share Registrar

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

For corporate shareholders who wish to attend the EGM online, please call Computershare Hong Kong Investor Services Limited, the Company’s Hong Kong Share Registrar, at its hotline (852) 2862 8555 for arrangement.

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[®] .

Shareholders who have chosen (or are deemed to have consented) to read the Company’s Corporate Communications [(Note)] published on the Company’s website in place of receiving printed copies thereof and who for any reason have difficulty in receiving or gaining access to the Current Corporate Communication posted on the Company’s website will upon request in writing promptly be sent the Current Corporate Communication in printed form free of charge.

If you want to request printed version of the Current Corporate Communication, please send a request in writing to the Company c/o its branch share registrar (“Hong Kong Share Registrar”), Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong. You may also send your request by email to tomgroup@computershare.com.hk.

Please note that you are entitled to change your choice as to the means of receipt (i.e. in printed form or by electronic means through the Company’s website) and/or the language of the Company’s Corporate Communications at any time by reasonable prior notice in writing to the Company c/o the Hong Kong Share Registrar or sending such a notice by email to tomgroup@computershare.com.hk.

Should you have any queries relating to this letter, please call the hotline of the Company’s Hong Kong Share Registrar at (852) 2862 8688 during business hours from 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: Corporate Communications include but not limited to (a) the directors’ report, its annual accounts together with a copy of the auditor’s report and, where applicable, its summary financial report; (b) the interim report and, where applicable, summary interim report; (c) a notice of meeting; (d) a listing document; (e) a circular; and (f) a proxy form.