TOMO Holdings Limited — M&A Activity 2021

Jul 20, 2021

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

This joint announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.

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BILLION LEGEND COMPANY LIMITED

TOMO Holdings Limited

(Incorporated in the British Virgin Islands with limited liability) (Incorporated in the Cayman Islands with limited liability) (Stock Code: 6928)

JOINT ANNOUNCEMENT

(1) CLOSE OF THE MANDATORY UNCONDITIONAL CASH OFFER BY VBG CAPITAL LIMITED FOR AND ON BEHALF OF BILLION LEGEND COMPANY LIMITED TO ACQUIRE ALL OF THE ISSUED SHARES OF TOMO HOLDINGS LIMITED (OTHER THAN THOSE ALREADY OWNED OR AGREED TO BE ACQUIRED BY THE OFFEROR AND PARTIES ACTING IN CONCERT WITH IT); (2) RESULTS OF THE OFFER; AND (3) PUBLIC FLOAT OF THE COMPANY

Financial adviser to the Offeror

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References are made to the joint announcements dated 8 June 2021, 9 June 2021 and the composite offer and response document dated 29 June 2021 (the “ Composite Document ”) jointly issued by TOMO Holdings Limited (the “ Company ”) and Billion Legend Company Limited (the “ Offeror ”) in relation to, among other matters, the Offer. Unless otherwise defined, capitalised terms used in this joint announcement shall have the same meanings as those defined in the Composite Document.

CLOSE OF THE OFFER

The Offer made by VBG Capital for and on behalf of the Offeror closed on Tuesday, 20 July 2021 and was not revised or extended by the Offeror.

RESULTS OF THE OFFER

As at 4:00 p.m. on Tuesday, 20 July 2021, being the latest time and date for acceptance of the Offer as set out in the Composite Document, no valid acceptance had been received by the Offeror in respect of the Offer Shares.

Taking into account that there is no valid acceptance in respect of the Offer Shares, the Offeror’s Concert Group is interested in an aggregate of 230,000,000 Shares, representing 51.11% of the entire issued share capital of the Company as at the date of this joint announcement.

SHAREHOLDING STRUCTURE OF THE COMPANY

Immediately before the commencement of the Offer Period on 8 June 2021, the Offeror’s Concert Group did not hold, control or have direction over any Shares or rights over any Shares.

Immediately after Completion on 9 June 2021, the Offeror’s Concert Group held an aggregate of 230,000,000 Shares, representing 51.11% of the entire issued share capital of the Company.

Immediately after the close of the Offer on 20 July 2021 and as at the date of this joint announcement, and taking into account that there is no valid acceptance in respect of the Offer Shares, the Offeror’s Concert Group remains interested in an aggregate of 230,000,000 Shares, representing approximately 51.11% of the entire issued share capital of the Company.

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The Offeror’s Concert Group had not (i) acquired or agreed to acquire any Shares (save for the Sale Shares upon Completion on 9 June 2021) or any other relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) of the Company or any rights over the Shares during the Offer Period up to and including the date of this joint announcement; or (ii) borrowed or lent any Shares or relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) of the Company during the Offer Period and as at the date of this joint announcement.

The following table sets out the shareholding structure of the Company (i) immediately before the commencement of the Offer Period on 8 June 2021; (ii) immediately after Completion on 9 June 2021; and (iii) immediately after the close of the Offer on 20 July 2021 and as the date of this joint announcement:

The Offeror’s Concert Group The Vendor Public Shareholders Total	Immediately before the commencement of the Offer Period Number of Shares Approximate % 0 0 230,000,000 51.11 220,000,000 48.89 450,000,000 100.00	Immediately after Completion Number of Shares Approximate % 230,000,000 51.11 0 0 220,000,000 48.89 450,000,000 100.00	Immediately after the close of the Offer and as at the date of this joint announcement Number of Shares Approximate % 230,000,000 51.11 0 0 220,000,000 48.89 450,000,000 100.00

PUBLIC FLOAT OF THE COMPANY

Immediately after the close of the Offer and as at the date of this joint announcement, a total of 220,000,000 Shares, representing approximately 48.89% of the entire issued share capital of the Company, are held by the public (within the meaning of the Listing Rules). Accordingly, the Company satisfies the minimum public float requirement of 25% as set out under Rule 8.08(1) of the Listing Rules.

By order of the board of director of By order of the Board of Billion Legend Company Limited TOMO Holdings Limited Ma Xiaoqiu Siew Yew Khuen Sole Director Chairman and Chief Executive Officer

Hong Kong, 20 July 2021

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As at the date of this joint announcement, Ms. Ma Xiaoqiu is the sole director of the Offeror. As the sole director of the Offeror, Ms. Ma Xiaoqiu accepts full responsibility for the accuracy of the information contained in this joint announcement (other than that relating to the Vendor, the Guarantors, the Directors and the Group) and confirm, having made all reasonable inquiries, that to the best of her knowledge, opinions expressed in this joint announcement (other than that expressed by the Directors) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statements in this joint announcement misleading.

The Directors of the Company jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement, other than that relating to the Offeror’s Concert Group, and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than that expressed by the sole director of the Offeror) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statements in this joint announcement misleading.

As at the date of this joint announcement, the Board comprises Mr. Siew Yew Khuen, Ms. Lee Lai Fong, Mr. Siew Yew Wai and Mr. Zha Jianping as executive Directors, and the independent non-executive Directors are Mr. Clarence Tan Kum Wah and Mr. Ng Chee Chin.

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