TOMO Holdings Limited — Proxy Solicitation & Information Statement 2020

Apr 23, 2020

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant, or other professional adviser.

If you have sold or transferred all your shares in TOMO Holdings Limited (the ‘‘ Company ’’), you should at once hand this circular together with the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

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TOMO Holdings Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 6928)

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, RE-ELECTION OF DIRECTORS, RE-APPOINTMENT OF AUDITORS AND NOTICE OF ANNUAL GENERAL MEETING

Capitalised terms used in the lower portion of the front and inside cover pages shall have the same respective meanings as those defined in the section headed ‘‘Definitions’’ in this circular.

A notice convening the AGM to be held at Block 3018, Bedok North Street 5, #02-08 Eastlink, Singapore 486132 on Tuesday, 2 June 2020, at 11:00 a.m. is set out on pages 18 to 23 of this circular. Whether or not you are able to attend the AGM, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the AGM (i.e. no later than 11:00 a.m. on Sunday, 31 May 2020 (Hong Kong Time)). The completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof if you so wish.

24 April 2020

CONTENTS

	Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Proposed Grant of General Mandates to Issue Shares and Repurchase Shares . . . . . . .	5
Re-election of the Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Re-appointment of the Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Closure of Register of Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Voting by Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
APPENDIX I – EXPLANATORY STATEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
APPENDIX II – DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED. . .	13
NOTICE OF ANNUAL GENERAL MEETING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	18

This circular is prepared in both English and Chinese. In the event of any inconsistency, the English text of this circular shall prevail.

– i –

DEFINITIONS

In this circular, unless the context requires otherwise, the following expressions have the following meanings:

• ‘‘AGM’’ or

• “Annual General Meeting”

The annual general meeting of the Company to be held at Block 3018, Bedok North Street 5, #02-08 Eastlink, Singapore 486132 on Tuesday, 2 June 2020, at 11:00 a.m.

• ‘‘AGM Notice’’

the notice convening the AGM set out on pages 18 to 23 of this circular

• ‘‘Articles’’

the articles of association of the Company, as amended from time to time

• ‘‘associate(s)’’

has the same meaning as defined in the Listing Rules

• ‘‘Board’’

the board of Directors

‘‘Companies Law’’ the Companies Law, Chapter 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands as amended, supplemented or otherwise modified from time to time

‘‘Company’’ TOMO Holdings Limited, an exempted company incorporated in the Cayman Islands with limited liability and the Shares of which are listed on the Main Board of the Stock Exchange (stock code: 6928)

• ‘‘connected person(s)’’

has the same meaning as defined in the Listing Rules

“Director(s)”

‘‘Group’’

director(s) of the Company the Company and its subsidiaries

‘‘HK$’’

Hong Kong dollars, the lawful currency of Hong Kong

– 1 –

DEFINITIONS

‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the PRC ‘‘Issue Mandate’’ a general and unconditional mandate proposed to be granted to the Directors at the AGM to exercise all powers of the Company to allot, issue and deal with Shares of the Company as set out in resolutions 4 and 6 of the AGM Notice

‘‘Latest Practicable Date’’ 16 April 2020, being the latest practicable date prior to the printing of this circular for ascertaining certain information for inclusion in this circular ‘‘Listing Date’’ 13 July 2017, the date on which dealings in the Shares commenced on GEM “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange ‘‘PRC’’ the People’s Republic of China, and for the purpose of this circular, excluding Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan

‘‘Repurchase Mandate’’ a general and unconditional mandate proposed to be granted to the Directors at the AGM to exercise all powers of the Company to repurchase the Shares as set out in resolution 5 of the AGM Notice

‘‘SFO’’

the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended or supplemented from time to time

‘‘Share(s)’’

ordinary share(s) of HK$0.01 each in the share capital of the Company

– 2 –

DEFINITIONS

‘‘Shareholders’’ ‘‘Stock Exchange’’

‘‘Takeovers Code’’

‘‘%’’

holder(s) of Share(s)

The Stock Exchange of Hong Kong Limited

the Code on Takeovers and Mergers and Share Buy-back as amended from time to time and approved by the Securities and Futures Commission of Hong Kong

per cent.

– 3 –

LETTER FROM THE BOARD

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TOMO Holdings Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 6928)

Executive Directors: Registered office: Mr. Siew Yew Khuen Cricket Square Ms. Lee Lai Fong Hutchins Drive Mr. Siew Yew Wai P.O. Box 2681 Mr. Zha Jianping Grand Cayman KY1-1111 Cayman Islands Independent non-executive Directors: Mr. Clarence Tan Kum Wah Principal place of business Mr. Gary Chan Ka Leung in Hong Kong: Mr. Ng Chee Chin 57/F The Center 99 Queen’s Road Central Hong Kong

To the Shareholders,

Dear Sir or Madam,

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, RE-ELECTION OF DIRECTORS, RE-APPOINTMENT OF AUDITORS AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information relating to the resolutions to be proposed at the AGM, among other things, (i) the granting of general mandates to the Directors to issue Shares and repurchase Shares; (ii) the re-election of Directors and (iii) the re-appointment of auditors of the Company. These resolutions will be proposed at the AGM and are set out in the Notice of the AGM as contained in this circular.

– 4 –

LETTER FROM THE BOARD

PROPOSED GRANT OF GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES

The Directors were granted general mandates to allot, issue and deal with the Share pursuant to the resolutions of the Shareholders passed on 9 May 2019. As at the Latest Practicable Date, such general mandate has not been utilised and will lapse at the conclusion of the AGM.

At the AGM, separate ordinary resolutions will be proposed to grant the general mandates to the Directors (i) to allot, issue and otherwise deal with Shares not exceeding in aggregate 20% of the aggregate number of Shares in issued as at the date of the passing of such resolution; (ii) to repurchase Shares which does not exceed 10% of the aggregate number of Shares in issue as at the date of passing of such resolution; and (iii) the general extension mandate, after the Repurchase Mandate is granted, to add the aggregate amount of the Shares repurchased by the Company pursuant to the Repurchase Mandate to the Issue Mandate, subject to a maximum of 10% of the aggregate number of Shares in issued as at the date of passing of the resolution for approving the Issue Mandate.

Based on 450,000,000 Shares in issue as at the Latest Practicable Date and assuming that no further Shares are repurchased or issued prior to the AGM, subject to the passing of the ordinary resolution for approving the Issue Mandate and the Repurchase Mandate, the Directors will be authorised to allot, issue and deal with up to a limit of 90,000,000 Shares pursuant to the Issue Mandate and repurchase 45,000,000 Shares pursuant to the Repurchase Mandate.

An explanatory statement, required by the Listing Rules to be sent to the Shareholders in connection with the Repurchase Mandate, is set out in Appendix I to this circular. The explanatory statement contains all the information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the relevant proposed ordinary resolution for the grant of the Repurchase Mandate at the AGM.

The Issue Mandate, the Repurchase Mandate and the general extension mandate, if granted at the AGM, will remain in effect until the earliest of (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by law or the Articles to be held; and (iii) the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders in a general meeting of the Company.

– 5 –

LETTER FROM THE BOARD

RE-ELECTION OF THE DIRECTORS

Pursuant to Articles 83(3) and 84(1) of the Articles, Mr. Siew Yew Khuen, Mr. Siew Yew Wai, Mr. Zha Jianping and Mr. Ng Chee Chin will retire from office as Directors at the AGM and, being eligible, offer themselves for re-election.

The Board, upon the recommendation of the nomination committee of the Board, proposed Mr. Siew Yew Khuen, Mr. Siew Yew Wai, Mr. Zha Jianping and Mr. Ng Chee Chin, the retiring Directors, to stand for re-election as Directors at the AGM.

Particulars of the Directors proposed to be re-elected at the AGM are set out in Appendix II to this circular.

RE-APPOINTMENT OF THE AUDITORS

PricewaterhouseCoopers will retire as the auditors of the Company at the AGM and, being eligible, offer themselves for re-appointment.

The Board, upon the recommendation of the audit committee of the Board, proposed to re-appoint PricewaterhouseCoopers as the auditors of the Company and to hold office until the conclusion of the next annual general meeting of the Company.

ANNUAL GENERAL MEETING

The notice convening the AGM at which ordinary resolutions will be proposed, inter alia, the Issue Mandate and the Repurchase Mandate; the re-election of Directors and the re-appointment of auditors of the Company are set out on pages 18 to 23 of this circular.

A form of proxy for the AGM is enclosed herewith. Whether or not you intend to be present at the AGM, you are requested to complete the form of proxy and return it to the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, in accordance with the instructions printed thereon not less than 48 hours before the time fixed for the AGM (i.e. no later than 11:00 a.m. on Sunday, 31 May 2020 (Hong Kong Time)). The completion and return of the form of proxy will not preclude you from attending and voting at the AGM in person if you so wish.

– 6 –

LETTER FROM THE BOARD

CLOSURE OF REGISTER OF MEMBERS

For determining the entitlement to attend and vote at the forthcoming AGM, the register of members of the Company will be closed from Thursday, 28 May 2020 to Tuesday, 2 June 2020, both dates inclusive, during which period no transfer of shares can be registered. In order to be eligible to attend and vote at the Annual General Meeting, all transfers accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration not later than 4:30 p.m. on Wednesday, 27 May 2020.

VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules and Article 66 of the Articles of Association of the Company, the voting of the Shareholders at the AGM must be taken by poll. The chairman of the AGM will therefore demand a poll for all resolutions to be put to the vote at the meeting pursuant to the Articles. An announcement on the poll vote results will be made by the Company after the AGM.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

– 7 –

LETTER FROM THE BOARD

RECOMMENDATION

The Directors consider that the granting of the Issue Mandate and the Repurchase Mandate are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend that all Shareholders should vote in favour of all resolutions approving such matters.

The Board is pleased to recommend the retiring directors, to be re-elected as the Directors at the AGM. In addition, the Board also recommends all Shareholders to vote in favour of re-appointing PricewaterhouseCoopers as the auditors of the Company.

Yours faithfully,

For and on behalf of the Board TOMO Holdings Limited

Siew Yew Khuen

Chairman

Hong Kong, 24 April 2020

– 8 –

EXPLANATORY STATEMENT

APPENDIX I

This appendix serves as an explanatory statement, as required by the Listing Rules, to provide you with the requisite information for your consideration of the Repurchase Mandate.

1. STOCK EXCHANGE RULES FOR REPURCHASES OF SHARES

The Listing Rules permit companies with a primary listing on the Stock Exchange to repurchase their shares on the Stock Exchange subject to certain restrictions.

The Listing Rules provide that all proposed repurchases of shares by a company with a primary listing on the Stock Exchange must be approved by shareholders in advance by an ordinary resolution at a general meeting, either by way of a general mandate or by a specific approval of a particular transaction and that the shares to be repurchased must be fully paid up.

2. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 450,000,000 Shares.

Subject to the passing of the relevant ordinary resolutions granting the Repurchase Shares and on the basis that no further Shares are issued or repurchased before the AGM, the Directors would be authorised to exercise the powers of the Company to repurchase a maximum of 45,000,000 Shares, being 10% of the number of Shares in issue as at the date of the AGM. The Shares repurchased by the Company shall, subject to applicable law, be automatically cancelled upon such repurchase.

3. REASONS FOR REPURCHASE

The Directors believe that the Repurchase Mandate is in the best interests of the Company and the Shareholders to have a general authority from the Shareholders to enable the Directors to repurchase Shares in the market. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value of the Company and/or its earnings per share and will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders.

4. FUNDING AND EFFECT OF REPURCHASES

Repurchases made pursuant to the Repurchase Mandate would be funded out of funds legally available for such purpose in accordance with the memorandum of association of the Company, the Articles, the Listing Rules, and the applicable laws of the Cayman Islands.

– 9 –

EXPLANATORY STATEMENT

APPENDIX I

Under the Listing Rules, a listed company may not repurchase its own shares listed on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange as amended from time to time.

The Directors consider that, if the Repurchase Mandate was to be exercised in full, there might be a material adverse effect on the working capital and/or the gearing position of the Company as compared with the position as at 31 December 2019, being the date of its latest published audited combined financial statements. However, the Directors do not intend to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements or the gearing position of the Company.

5. UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange to exercise the Repurchase Mandate in accordance with the Listing Rules, the memorandum of association of the Company, the Articles and the applicable laws of the Cayman Islands.

6. TAKEOVER CODE CONSEQUENCE

If a Shareholder’s proportionate interest in the voting rights of the Company increases on the Company exercising its powers to repurchase Shares pursuant to the Repurchase Mandate, such an increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder or group of Shareholders acting in concert (as defined in the Takeovers Code) could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 of the Takeovers Code.

As at the Latest Practicable Date, the substantial Shareholders (as defined in the SFO) were:

			Approximately
		Number of	percentage of
		Shares held	shareholding of
Name of Shareholders	Capacity/Nature of interest	(Note 1)	the Company
Mr. Siew Yew Khuen	Interest in controlled	230,000,000 (L)	51.11%
	corporation (Note 2)
Ms. Lee Lai Fong	Interest in controlled	230,000,000 (L)	51.11%
	corporation (Note 2)
TOMO Ventures Limited	Beneficial owner (Note 2)	230,000,000 (L)	51.11%
(‘‘TOMO Ventures’’)

– 10 –

EXPLANATORY STATEMENT

APPENDIX I

Notes:

• (1) The Letter ‘‘L’’ denotes the person’s long position in the relevant Shares.

• (2) The entire issued share capital TOMO Ventures is legally and beneficially owned as to 51% by Ms. Lee Lai Fong and as to 49% by Mr. Siew Yew Khuen. Accordingly, Ms. Lee Lai Fong and Mr. Siew Yew Khuen are deemed to be interested in 230,000,000 Shares held by TOMO Ventures by virtue of the SFO. Ms. Lee Lai Fong and Mr. Siew Yew Khuen are spouses and are therefore deemed to be interested in all the Shares they are respectively interested in (by him/herself or through TOMO Ventures) pursuant to the SFO.

The Directors will not repurchase the Shares on the Stock Exchange if the repurchase would result in the number of the listed securities which are in the hands of the public falling below 25%, being the relevant minimum prescribed percentage for the Company as required by the Stock Exchange.

7. SHARE PURCHASED BY THE COMPANY

The Company has not purchased any of its Shares (whether on the Stock Exchange or otherwise) during the year ended 31 December 2019.

8. DIRECTORS, THEIR ASSOCIATES AND CONNECTED PERSON

None of the Directors and, to the best of their knowledge, having made all reasonable enquiries, none of their respective associates, have any present intention, in the event that the proposal on the Repurchase Mandate is approved by Shareholders, to sell Shares to the Company or its subsidiaries.

No core connected persons of the Company (as defined in the Listing Rules) have notified the Company that they have a present intention to sell Shares to the Company, nor have undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.

– 11 –

EXPLANATORY STATEMENT

APPENDIX I

9. SHARE PRICES

The highest and lowest prices at which the Shares have been traded on the Stock Exchange preceding the Latest Practicable Date were as follows:

	Trading price
	Highest	Lowest
	HK$	HK$
2019
April	0.98	0.87
May	0.95	0.76
June	1.02	0.73
July	0.88	0.75
August	0.91	0.74
September	0.85	0.70
October	0.83	0.70
November	0.85	0.66
December	0.89	0.67
2020
January	0.79	0.67
February	0.71	0.66
March	0.82	0.61
April (up to the Latest Practicable Date)	0.81	0.68

– 12 –

DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX II

Stated below are the details of the Directors who will retire and be eligible for re-election at the AGM in accordance with the Articles.

Mr. Siew Yew Khuen（蕭耀權先生）, aged 63, is a co-founder of our Group and the spouse of Ms. Lee Lai Fong (“ Ms. Lee ”), an executive Director, and brother of Mr. Siew Yew Wai, an executive Director. He was appointed as a Director on 16 January 2017 and re-designated as a chairman, executive Director and chief executive officer of our Company on 8 March 2017. Mr. Siew Yew Khuen has been the director of TOMO-CSE since its inception in October 1995, where he oversees all aspects of the operations of our Group including sales/marketing, product planning/ development, merchandising, strategic planning, corporate policies and new business initiative.

Mr. Siew Yew Khuen is an entrepreneur with over 37 years of start-up and business operational experience, including experience in the supply, manufacture and installation of passenger vehicle leather upholstery, as well as supply and installation of electronic accessories. Under his leadership, our Group has become the number one passenger vehicle interior modification service provider in terms of revenue in Singapore in 2016 (source: Frost & Sullivan Report), dealing in leather upholstery and electronic accessories (such as systems integration for digital video recorders, navigation systems, in-car multimedia entertainment system, reverse camera, front and rear parking sensors, etc).

In 1980, Mr. Siew Yew Khuen co-founded Tomo General Contractors Pte Ltd (“ Tomo GC ”) which principally supplied passenger vehicle accessories products and provided installation services in later years. In 1986, he co-founded Tomo Auto Sound Pte. Ltd. (“ Tomo Sound ”) with Ms. Lee to supply passenger vehicle accessories to authorised passenger vehicle distributors and dealers in Singapore. In 1990, he co-founded Tomo Auto Leather Pte Ltd (“ Tomo Leather ”) to supply leather upholstery products and installation services to authorised passenger vehicle distributors and dealers in Singapore.

During the years leading up to the incorporation of TOMO-CSE, Mr. Siew Yew Khuen had established strong business relationships with the numerous authorised passenger vehicle distributors and dealers in Singapore. In October 1995, Mr. Siew Yew Khuen and Ms. Lee cofounded TOMO-CSE to supply and install passenger vehicle leather upholstery, and to supply and install passenger vehicle electronic accessories for the Singaporean market. In 1996, Mr. Siew Yew Khuen sold his interest in Tomo Leather and in 2001, both Tomo GC and Tomo Sound were voluntarily dissolved as Mr. Siew Yew Khuen decided to focus on the business operations of TOMO-CSE to carry-on the business in supplying passenger vehicle leather upholstery and electronic accessories.

– 13 –

APPENDIX II

DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

Mr. Siew Yew Khuen has entered into a service contract with the Company for an initial term of three years with effect from the Listing Date and shall continue thereafter unless and until it is terminated in accordance with the terms of the service contract. During the year ended 31 December 2019, Mr. Siew Yew Khuen had received S$366,615 as his salary, allowance and other benefits. The remuneration of all the Directors is determined by the Board having regard to the recommendations of the remuneration committee of the Company. Each of the executive Directors is entitled to a discretionary bonus, the amount of which is determined with reference to the operating results of the Group and the performance of that executive Director. As at the Latest Practicable Date, Mr. Siew Yew Khuen was deemed to be interested in 230,000,000 Shares held by TOMO Ventures.

Mr. Siew Yew Wai（蕭耀威先生）(“ Mr. Richard Siew ”), aged 57, was appointed as a Director on 16 January 2017 and re-designated as an executive Director of our Company on 8 March 2017. Mr. Richard Siew is currently the director of sales and marketing at TOMO-CSE. Mr. Richard Siew is the brother of Mr. Siew Yew Khuen, an executive Director, and brother-in-law of Ms. Lee Lai Fong, an executive Director.

Mr. Richard Siew started his career in June 1987 at NCS Pte. Ltd. (“ NCS ”), a subsidiary of Singapore Telecommunications Limited, in Singapore as a systems analyst cum programmer, where he was first deployed to the Ministry of Education, Singapore to assist in the development of the mainframe computer programming of various application systems. In June 1990, he was deployed to the National Computer Board as an information technology consultant where he advised and assisted Singapore’s small and medium enterprises to automate and improve productivity by utilising information technology. In April 1997, Mr. Richard Siew returned to NCS as an account director where he was responsible for the business development and sales of information and communications technology projects and services to the higher education sector. In January 2015, he joined the Group to assist Mr. David Siew to further expand our Group’s businesses.

Mr. Richard Siew obtained a bachelor of science degree in information systems from the National University of Singapore in June 1987.

Mr. Richard Siew has entered into a service contract with the Company for an initial term of three years with effect from the Listing Date and shall continue thereafter unless and until it is terminated in accordance with the terms of the service contract. During the year ended 31 December 2019, Mr. Richard Siew had received S$127,845 as his salary, bonus, allowance and other benefits. The remuneration of all the Directors is determined by the Board having regard to the recommendations of the remuneration committee of the Company. Each of the executive Directors is entitled to a discretionary bonus, the amount of which is determined with reference to the operating results of the Group and the performance of that executive Director.

– 14 –

DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX II

Mr. Zha Jianping（查劍平先生）, aged 49, was appointed as an executive Director on 01 April 2018. Mr. Zha obtained a bachelor’s degree in economics majoring in accounting from the Shanghai University of Finance and Economics in the PRC in 1993 and graduated as a postgraduate in economics from the Graduate School of Chinese Academy of Social Sciences in the PRC in 1998. He is also a qualified senior accountant in the PRC.

In August 2011, Mr. Zha was appointed as an executive director of Chinese Energy Holdings Limited, which is listed on GEM (stock code: 8009), and subsequently resigned in November 2015. In November 2016, Mr. Zha was appointed as an executive director and the chief executive officer of Loco Hong Kong Holdings Limited, which is listed on GEM (stock code: 8162). Following his resignation as an executive director and the chief executive officer in May 2018, Mr. Zha was appointed as a non-executive director of Loco Hong Kong Holdings Limited on the same date, and subsequently resigned in September 2018.

Mr. Zha has also held managerial positions in various companies in the automotive industry. From September 2001 to June 2007, Mr. Zha worked at Shenyang Jinbei Automotive Company Limited, which is listed on the Shanghai Stock Exchange (stock code: 600609) and engaged in the research and development, manufacture and sale of light trucks and auto parts. He was first employed as the chief financial controller and he last held the position of director and vice president. From January 2005 to October 2006, Mr. Zha was the chief financial officer of Brilliance China Automotive Holdings Limited, which is listed on the Main Board of the Stock Exchange (stock code: 1114) and engaged in the manufacture and sale of automobiles and automotive components, and the provision of auto financing service in the PRC.

Mr. Zha Jianping has entered into service agreement with the Company for an initial fixed term of three years which shall continue thereafter until terminated by Mr. Zha Jianping or the Company by giving not less than three months’ prior notice in writing at any time after such initial fixed term to the other. His directorship position will be subject to retirement by rotation and reelection at general meeting in accordance with articles of association of the Company. During the year ended 31 December 2019, Mr. Zha had received S$61,926 as his salary, bonus, allowance and other benefits. The remuneration of all the Directors is determined by the Board having regard to the recommendations of the remuneration committee of the Company. Each of the executive Directors is entitled to a discretionary bonus, the amount of which is determined with reference to the operating results of the Group and the performance of that executive Director.

– 15 –

APPENDIX II

DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

Mr. Ng Chee Chin（黃志鈞先生）, aged 39, was appointed as an independent non-executive Director on 1 June 2019.

Mr. Ng has more than 17 years of experience in accounting, financial management, human resource and business administration. Mr. Ng started his career as Administration and Accounts Executive with Chang Seng Services Pte Ltd in 2000, a company that provides environmental cleaning and pest control services, where he was responsible for accounts preparation and project cost management of the company.

In 2005, Mr. Ng was employed as administration and finance manager by Clean Solutions Pte Ltd, a large local company that provides integrated environmental solutions with a staff strength of more than 3,000, where he was in-charge of the finance operations and corporate administration of the company. In 2011, Mr. Ng was promoted to be the General Manager of Clean Solutions Pte Ltd. Mr. Ng is responsible for overall financial management, reporting, internal controls, taxation matters and oversees the administrative, procurement and human resource departments for Clean Solutions Pte Ltd. Mr. Ng has been actively involved in developing tender strategies in particular to public project tenders. Mr. Ng is also instrumental in provision of key strategic decisions and formulating business strategies, advising on the financial implications and consequences of business decisions for Clean Solutions Pte Ltd.

Mr. Ng holds an honours degree in Bachelor of Science (Finance) from the National University of Ireland in 2012 and subsequently obtained a Master of Applied Finance from the University of Adelaide (Australia) in 2014. Mr. Ng has been admitted as a Chartered Accountant of Singapore, a non-practicing member of the Institute of Singapore Chartered Accountants (ISCA), full member of the Certified Practicing Accountant, Australia (CPA Australia), and associate member of Chartered Institute of Management Accountants, United Kingdom (CIMA), all in 2016.

Mr. Ng has entered into a letter of appointment with the Company with initial fixed term of one year which shall continue thereafter until terminated by Mr. Ng or the Company by giving not less than one month’s prior notice in writing at any time after such initial fixed term to the other. His directorship position will be subject to retirement by rotation and re-election at general meeting in accordance with articles of association of the Company. During the year ended 31 December 2019, Mr. Ng had received S$12,097 as his director fee. The remuneration of all the Directors is determined by the Board having regard to the recommendations of the remuneration committee of the Company.

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DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX II

Save as disclosed herein, as at the Latest Practicable Date, Mr. Siew Yew Khuen, Mr. Siew Yew Wai, Mr. Zha Jianping and Mr. Ng Chee Chin (i) were not interested nor deemed to be interested in any Shares or underlying Shares within the meaning of Part XV of the SFO; (ii) had not held any other directorships in the last three years in any listed public company in Hong Kong or overseas; and (iii) were not related to any Directors, senior management, substantial Shareholders or controlling Shareholders.

Save as disclosed herein, there are no other matters that need to be brought to the attention of the Shareholders in connection with re-election of Mr. Siew Yew Khuen, Mr. Siew Yew Wai, Mr. Zha Jianping and Mr. Ng Chee Chin and there is no other information that should be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.

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NOTICE OF ANNUAL GENERAL MEETING

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TOMO Holdings Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 6928)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting (the “ Meeting ”) of TOMO Holdings Limited (the “ Company ”) will be held at Block 3018, Bedok North Street 5, #02-08 Eastlink, Singapore 486132 on Tuesday, 2 June 2020, at 11:00 a.m. for the following purposes:

As ordinary business,

1. To receive, consider and approve the audited financial statements of the Company and the reports of the directors (the “ Directors ”) and auditors of the Company for the year ended 31 December 2019;

2. To re-elect the following retiring Directors:

3. (i) Mr. Siew Yew Khuen

4. (ii) Mr. Siew Yew Wai

5. (iii) Mr. Zha Jianping

6. (iv) Mr. Ng Chee Chin

7. To authorize the board of Directors (the “ Board ”) to fix their respective remuneration for the year ending 31 December 2020;

8. To re-appoint PricewaterhouseCoopers as the auditors of the Company and to authorise the Board to fix their remuneration;

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NOTICE OF ANNUAL GENERAL MEETING

As special business, to consider and, if thought fit, to pass the following resolutions with or without amendments as ordinary resolutions:

1. “ THAT :

2. (a) subject to paragraph (c) of this Resolution, pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”), the exercise by the Directors during the Relevant Period (as defined in paragraph (d) below) of all the powers of the Company to allot, issue or otherwise deal with unissued shares of HK$0.01 each in the share capital of the Company and to make or grant offers, agreements and options, including bonds and warrants to subscribe for shares of the Company, which might require the exercise of such powers be and the same is hereby generally and unconditionally approved;

3. (b) the approval in paragraph (a) of this Resolution shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;

4. (c) the aggregate nominal amount of share capital allotted and issued or agreed conditionally or unconditionally to be allotted and issued (whether pursuant to options or otherwise) by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as defined below); or (ii) the exercise of any options granted under all share option schemes of the Company adopted from time to time in accordance with the Listing Rules; or (iii) any scrip dividend or similar arrangements providing for the allotment and issue of shares of the Company in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company in force from time to time; or (iv) any issue of shares of the Company upon the exercise of rights of subscription, conversion or exchange under the terms of any warrants of the Company or any securities which are convertible into or exchange for shares of the Company, shall not exceed the aggregate of:

   • (aa) 20 per cent. of the aggregate number of Shares of the Company in issue as at the date of the passing of this Resolution; and

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NOTICE OF ANNUAL GENERAL MEETING

• (bb) (if the Directors are so authorised by a separate ordinary resolution of the shareholders of the Company) the aggregate number of shares of the Company purchased by the Company subsequent to the passing of this Resolution (up to a maximum equivalent to 10 per cent. of the aggregate number of shares of the Company in issue as at the date of the passing of this Resolution),

and the authority pursuant to paragraph (a) of this Resolution shall be limited accordingly; and

• (d) for the purposes of this resolution:

“ Relevant Period ” means the period from the date of the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or the applicable law of the Cayman Islands to be held; and

• (iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this Resolution.

“ Rights Issue ” means an offer of shares of the Company, or offer or issue of warrants, options or other securities giving rights to subscribe for shares of the Company open for a period fixed by the Directors to holders of shares of the Company on the Company’s register of members on a fixed record date in proportion to their then holdings of shares of the Company (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements, or having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction outside Hong Kong or any recognised regulatory body or any stock exchange outside Hong Kong).’’

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NOTICE OF ANNUAL GENERAL MEETING

6. ‘‘THAT:

• (a) subject to paragraph (b) of this Resolution, the exercise by the Directors during the Relevant Period (as defined in paragraph (c) of this Resolution) of all powers of the Company to purchase shares in the capital of the Company on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”), or any other stock exchange on which the shares of the Company may be listed and recognized by the Securities and Futures Commission of Hong Kong (the “ Commission’ ’) and the Stock Exchange under the Hong Kong Code on Share Buy-backs issued by the Commission for such purpose, and otherwise in accordance with the rules and regulations of the Commission, the Stock Exchange, the Companies Law, Chapter 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands and all other applicable laws in this regard, be and the same is hereby generally and unconditionally approved;

• (b) the aggregate number of shares of the Company which may be repurchased or agreed to be repurchased by the Company pursuant to the approval in paragraph (a) of this Resolution during the Relevant Period shall not exceed 10 per cent. of the aggregate number of shares of the Company in issue as at the date of the passing of this Resolution and the authority pursuant to paragraph (a) of this Resolution shall be limited accordingly; and

• (c) for the purposes of this Resolution:

“ Relevant Period ” means the period from the pass of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within the next annual general meeting of the Company is required by the articles of association of the Company or the applicable law of the Cayman Islands to be held; and

• (iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution.’’

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NOTICE OF ANNUAL GENERAL MEETING

1. ‘‘ THAT conditional on the passing of resolutions numbered 5 and 6 above, the general mandate granted to the Directors pursuant to paragraph (a) of resolution numbered 5 above be and it is hereby approved to be extended by adding to the aggregate nominal amount of the shares of the Company which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to or in accordance with such general mandate of an amount representing the aggregate nominal amount of the share capital of the Company purchased by the Company pursuant to or in accordance with the authority granted under paragraph (a) of resolution numbered 6 above.’’

By Order of the Board TOMO Holdings Limited Siew Yew Khuen Chairman

Hong Kong, 24 April 2020

Notes:

• (1) Any member of the Company (the “ Member ”) entitled to attend and vote at the Meeting or its adjourned meeting (as the case may be) is entitled to appoint one or more proxies (if such member is the holder of two or more shares in the Company) to attend and, on a poll, vote on his/her/its behalf subject to the provisions of the articles of association of the Company. A proxy need not be a Member but must be present in person at the Meeting to represent the Member. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.

• (2) Where there are joint holders of any share of the Company, any one of such joint holders may vote at the Meeting or its adjourned meeting, either in person or by proxy, in respect of such share as if he/she was solely entitled thereto, but if more than one of such joint holders be present at any meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose, seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holding.

• (3) A form of proxy for use at the Meeting or its adjourned meeting is enclosed.

• (4) To be valid, the form of proxy, together with the power of attorney or other authority, if any, under which it is signed or a certified copy of such power or authority, must be deposited at the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the Meeting (i.e. no later than 11:00 a.m. on Sunday, 31 May 2020 (Hong Kong Time)) or its adjourned meeting. Completion and return of the form of proxy will not preclude a Member from attending and voting in person at the Meeting or its adjourned meeting.

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NOTICE OF ANNUAL GENERAL MEETING

• (5) For determining Members’ entitlement to attend and vote at the Meeting, the register of Members will be closed from Thursday, 28 May 2020 to Tuesday, 2 June 2020 (both dates inclusive), during which period no transfer of shares of the Company will be effected. In order to qualify for attending the forthcoming Meeting, all transfer documents accompanied by the relevant share certificate must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration not later than 4:30 p.m. on Wednesday, 27 May 2020.

• (6) In relation to the proposed resolution numbered 4 above, the Board concurs with the views of the audit committee of the Company and has recommended that PricewaterhouseCoopers be re-appointed as the auditors of the Company.

• (7) In relation to the proposed resolutions numbered 5 and 7 above, approval is being sought from the Members for the grant to the Directors of a general mandate to authorise the allotment and issue of shares of the Company under the Listing Rules. The Directors have no immediate plans to issue any new shares of the Company.

• (8) In relation to the proposed resolution numbered 6 above, the Directors wish to state that they will exercise the powers conferred thereby to repurchase shares of the Company in circumstances which they consider appropriate for the benefit of the Company and the Members. An explanatory statement containing the information necessary to enable Members to make an informed decision to vote on the proposed resolution as required by the Listing Rules is set out in Appendix I to the circular.

• (9) According to Rule 13.39(4) of the Listing Rules, the voting at the Meeting or its adjourned meeting will be taken by poll.

• (10) If tropical cyclone warning signal No. 8 or above, or a ‘‘black’’ rainstorm warning is in effect any time after 7:00 a.m. on the date of the Meeting, the Meeting will be postponed. The Company will post an announcement on the website of Company at www.thetomogroup.com and on the HKEXnews website of the Stock Exchange at www.hkexnews.hk to notify Shareholders of the date, time and place of the re-scheduled meeting.

If a tropical cyclone warning signal No. 8 or above or a ‘‘black’’ rainstorm warning signal is lowered or cancelled at or before 7:00 a.m. on the date of the Meeting and where conditions permit, the Meeting will be held as scheduled.

The Meeting will be held as scheduled when an amber or ‘‘red’’ rainstorm warning signal is in force.

After considering their own situations, Members should decide on their own whether or not they would attend the Meeting under any bad weather condition and if they do so, they are advised to exercise care and caution.

As at the date hereof, the executive Directors are Mr. Siew Yew Khuen, Ms. Lee Lai Fong, Mr. Siew Yew Wai and Mr. Zha Jianping; and the independent non-executive Directors are Mr. Clarence Tan Kum Wah, Mr. Gary Chan Ka Leung and Mr. Ng Chee Chin.

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