TOMO Holdings Limited — Proxy Solicitation & Information Statement 2022

Jul 5, 2022

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer 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 , you should at once hand this circular with the enclosed form of proxy to the purchaser or the transferee or to the bank, licensed securities dealer or other agent through whom the sale was effected for transmission to the purchaser(s) or transferee(s).

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)

(1) PROPOSED ADOPTION OF CHINESE NAME; (2) PROPOSED ADOPTION OF NEW MEMORANDUM AND ARTICLES OF ASSOCIATION; AND

(3) NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the EGM to be held at Room 4101-4104, 41/F., Sun Hung Kai Centre, 30 Harbour Road, Wanchai on 21 July 2022, Thursday, at 10:00 a.m. is set out on pages 15 to 16 of this circular. Whether you are able to attend the EGM or not, you are requested to complete the enclosed proxy form in accordance with the instructions printed on it and return the completed proxy form to the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, at 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 fixed for holding the EGM or adjourned meeting (as the case may be). Submission of a proxy form shall not preclude you from attending the EGM (or any adjournment of such meeting) and voting in person should you so wish.

In compliance with the Hong Kong Government’s directive on social distancing, personal and environmental hygiene, and the guidelines issued by the Centre for Health Protection of the Department of Health on the prevention of coronavirus disease 2019 (“COVID-19”), the Company will implement the following precautionary measures at the EGM including, without limitation:

• Compulsory body temperature checks will be conducted for every Shareholder, proxy or other attendee at each entrance of the meeting venue. Any person with a body temperature of over 37.4 degrees Celsius may be denied entry into the meeting venue or be required to leave the meeting venue;

• • Each attendee must wear a surgical face mask at all times inside the meeting venue and to maintain appropriate social distancing;

• No refreshment will be served, and there will be no corporate gift;

• All participants at the EGM meeting venue must scan the “LeaveHomeSafe” venue QR code and comply with the requirements of the Vaccine Pass Direction prior to entry to the venue;

• Seating at the EGM meeting venue will be arranged so as to allow for appropriate social distancing and spacing between seats and comply with the relevant laws and regulations; and

• Any other additional precautionary measures in accordance with the prevailing requirements or guidelines of the Hong Kong government and/or regulatory authorities, or as considered appropriate in light of the development of the COVID-19 pandemic.

The Company strongly advises Shareholders to appoint the chairman of the EGM as their proxy to vote on the relevant resolution(s) as an alternative to attending the EGM in person. Shareholders are advised to read page 1 of this circular for further details and monitor the development of COVID-19. Subject to the development of COVID-19, the Company may implement further changes and precautionary measures and may issue further announcement on such measures as appropriate.

5 July 2022

CONTENTS

	Page
PRECAUTIONARY MEASURES FOR THE EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	ii
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
APPENDIX I — DETAILS OF THE PROPOSED AMENDMENTS TO
THE MEMORANDUM AND
ARTICLES OF ASSOCIATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
NOTICE OF EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15

— i —

PRECAUTIONARY MEASURES FOR THE EXTRAORDINARY GENERAL MEETING

In compliance with the Hong Kong Government’s directive on social distancing, personal and environmental hygiene, and the guidelines issued by the Centre for Health Protection of the Department of Health (“ CHP ”) on the prevention of COVID-19, the Company will implement precautionary measures at the EGM in the interests of the health and safety of our shareholders, investors, directors, staff and other participants of the EGM (the “ Stakeholders ”) which include without limitation:

• (1) Every attendee will be required to wear a surgical face mask throughout the EGM and inside the EGM venue. Attendees are advised to maintain appropriate social distance with each other at all times when attending the EGM.

• (2) There will be compulsory body temperature screening for all persons before entering the EGM venue. Any person with a body temperature of 37.3 degrees Celsius or above or any person which exhibits any flu-like symptoms may be denied entry into the EGM venue or be required to promptly leave the EGM venue.

• (3) No refreshment will be served, and there will be no corporate gift.

• (4) Any attendee who does not comply with the precautionary measures or is subject to any Hong Kong SAR Government prescribed quarantine may be denied entry into the EGM venue.

• (5) Anyone attending the EGM is reminded to observe good personal hygiene at all times.

• (6) Appropriate seating arrangement at the EGM venue in line with the guidance from the Hong Kong Government will be made.

• (7) In light of the continuing risks posed by the COVID-19 pandemic, and in the interests of protecting the Stakeholders, the Company is supportive of the precautionary measures being adopted and reminds Shareholders that physical attendance in the EGM is not necessary for the purpose of exercising voting rights. The Company strongly advises Shareholders to appoint the chairman of the EGM as their proxy to vote on the relevant resolution(s) as an alternative to attending the EGM in person.

• (8) Shareholders are advised to monitor the development of COVID-19. Subject to the development of COVID-19, the Company may implement further changes and precautionary measures and may issue further announcement on such measures as appropriate.

• (9) Health education materials and up-to-date development on COVID-19 can be found on the CHP website (www.chp.gov.hk) and the website of the Hong Kong Government on COVID-19 (www.coronavirus.gov.hk).

— ii —

DEFINITIONS

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

“Articles of Association”	the articles of association of the Company currently in force as amended,
	supplemented or otherwise modified from time to time
“Announcement”	the announcement of the Company dated 30 June 2022 in relation to the
	Proposed Adoption of Chinese Name and Proposed Adoption Of New
	Memorandum And Articles Of Association
“Board”	the board of Directors
“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
“Director(s)”	the director(s) of the Company
“EGM”	the extraordinary general meeting of the Company to be held at Room
	4101-4104, 41/F., Sun Hung Kai Centre, 30 Harbour Road, Wanchai,
	Hong Kong on 21 July 2022, Thursday at 10:00 a.m., or, where the
	context so admits, any adjournment of such extraordinary general
	meeting
“Group”	the Company and its subsidiaries
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong”	the Hong Kong Special Administrative Region of the People’s Republic
	of China
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock Exchange as
	amended from time to time
“Memorandum of Association”	the memorandum of association of the Company currently in force as
	amended, supplemented or otherwise modified from time to time
“New Memorandum and	the amended and restated memorandum of association and articles of
Articles of Association”	association of the Company incorporating and consolidating all the
	Proposed Amendments
“Proposed Adoption of	the proposed to adopt “萬馬控股有限公司” as the dual foreign name in
Chinese Name”	Chinese of the Company

— 1 —

DEFINITIONS

“Proposed Amendments”	the proposed amendments to the Memorandum of Association and
	Articles of Association as set out in Appendix I to this circular
“Share(s)”	the ordinary share(s) of nominal value of HK$0.01 each in the share
	capital of the Company
“Shareholders”	the holder(s) of Share(s)
“Stock Exchange”	The Stock Exchange of Hong Kong Limited

— 2 —

LETTER FROM THE BOARD

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TOMO Holdings Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 6928)

Executive Director: Ms. Ma Xiaoqiu (Chairlady) Non-executive Directors: Ms. Liu Xinyi Mr. Wong Chun Man (Vice-Chairman) Mr. Lyu Qiujia

Independent Non-executive Directors: Mr. Jin Lailin Ms. Lee Kit Ying Mr. Wang Zhongmin Mr. Peng Peng

Registered office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Principal place of business in Hong Kong: Room Nos. 4101-4104, 41/F, Sun Hung Kai Centre 30 Harbour Road Wanchai, Hong Kong 5 July 2022

To the Shareholders,

Dear Sir or Madam,

(1) PROPOSED ADOPTION OF CHINESE NAME; (2) PROPOSED ADOPTION OF NEW MEMORANDUM AND ARTICLES OF ASSOCIATION; AND

(3) NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

The Board refers to the announcement made by the Company on 30 June 2022 relating to the Proposed Adoption of Chinese Name and Proposed Adoption of New Memorandum and Articles of Association.

The purpose of this circular is to provide you with, among other things, (a) further information on the Proposed Adoption of Chinese Name, (b) further information on the Proposed Adoption of New Memorandum and Articles of Association and (c) the notice of the EGM at which special resolutions will be proposed to approve the Proposed Adoption of Chinese Name and the Proposed Adoption of New Memorandum and Articles of Association.

— 3 —

LETTER FROM THE BOARD

PROPOSED ADOPTION OF CHINESE NAME

Reference is made to the Announcement. The Board proposes to adopt “萬馬控股有限公司” as the dual foreign name in Chinese of the Company. The English name of the Company will remain the same. The Proposed Adoption of Chinese Name is subject to approval by the Shareholders at the EGM and the Registrar of Companies in the Cayman Islands.

CONDITIONS OF THE PROPOSED ADOPTION OF CHINESE NAME

The Proposed Adoption of Chinese Name is subject to the following conditions:

• (i) passing of a special resolution by the Shareholders to approve the Proposed Adoption of Chinese Name at the EGM; and

• (ii) the Registrar of Companies in the Cayman Islands approving the Proposed Adoption of Chinese Name by way of issuing a certificate of incorporation on change of name.

Subject to the satisfaction of the above conditions, the Proposed Adoption of Chinese Name will take effect from the date on which the Registrar of Companies in the Cayman Islands enters the new dual foreign name in Chinese of the Company on the register of companies maintained by the Registrar of Companies in the Cayman Islands and issues a certificate of incorporation on change of name. The Company will comply with the necessary filing procedures in Hong Kong and the Cayman Islands.

REASONS FOR THE PROPOSED ADOPTION OF CHINESE NAME

With further development and expansion of the business scope of the Group, the Board considers that the Proposed Adoption of Chinese Name will provide the Company with a more appropriate corporate identity and strategic direction. As such, the Board considers that the proposed new name of the Company will better reflect and highlight the Company’s future strategic business plan, and provide the Company with a fresh corporate image and identity which will benefit the Company’s future development. Therefore, the Board considers that the Proposed Adoption of Chinese Name is in the best interests of the Company and the Shareholders as a whole.

EFFECT OF THE PROPOSED ADOPTION OF CHINESE NAME

The Proposed Adoption of Chinese Name will not, of itself, affect the rights of any shareholder of the Company or the Company’s daily business operation and its financial position. All existing share certificates of the Company bearing the existing names of the Company will, after the Proposed Adoption of Chinese Name becomes effective, continue to be evidence of legal title to the shares of the Company and valid for trading, settlement, registration and delivery purposes. Accordingly, there will not be any arrangements for free exchange of existing share certificates for new share certificates bearing the existing English name and the new dual foreign name in Chinese of the Company. Share certificates of the Company which are issued after the Proposed Adoption of Chinese Name becomes effective will be in the new name of the Company. Subject to the confirmation by the Stock Exchange, the Shares will be traded on the Stock Exchange in the new stock short name of the Company after the Proposed Adoption of Chinese Name becomes effective.

— 4 —

LETTER FROM THE BOARD

PROPOSED ADOPTION OF NEW MEMORANDUM AND ARTICLES OF ASSOCIATION

The Board proposed to seek the approval from the Shareholders at the EGM for the Proposed Amendments for the purposes of, among others, (1) bringing the Memorandum of Association and Articles of Association in line with the amendments made to Appendix 3 to the Listing Rules which took effect on 1 January 2022 and applicable laws of the Cayman Islands; (2) providing flexibility to the Company in relation to the conduct of general meetings; (3) making other consequential and housekeeping amendments; and (4) reflect the Proposed Adoption of Chinese Name. In view of the Proposed Amendments, the Board proposes to adopt the New Memorandum and Articles of Association in substitution for, and to the exclusion of, the Memorandum and Articles of Association. Details of the Proposed Amendments are set out in Appendix I to this circular.

The proposed adoption of the New Memorandum and Articles of Association is subject to the approval of the Shareholders by way of a special resolution at the EGM, and will become effective upon the approval by the Shareholders at the EGM.

The legal advisers to the Company as to Hong Kong laws have confirmed that the Proposed Amendments comply with the requirements of the Listing Rules and the legal advisers to the Company as to the laws of the Cayman Islands have confirmed that the Proposed Amendments do not violate the applicable laws of the Cayman Islands. The Company confirms that there is nothing unusual about the Proposed Amendments for a company listed on the Stock Exchange. The Proposed Amendments and the New Memorandum and Articles of Association are prepared in the English language. The Chinese translation thereof is for reference only and in case there are any inconsistencies between the English version and the Chinese version, the English version shall prevail.

EXTRAORDINARY GENERAL MEETING

The EGM will be held at Room Nos. 4101-4104, 41/F., Sun Hung Kai Centre, 30 Harbour Road, Wanchai, Hong Kong on 21 July 2022, Thursday, at 10:00 a.m. to consider and, if thought fit, approve the Proposed Adoption of Chinese Name and Proposed Adoption of New Memorandum and Articles of Association. The notice convening the EGM is set out on pages 15 to 16 of this circular. Whether or not you intend to attend the EGM or any adjournment thereof (as the case may be), please complete and return the enclosed form of proxy in accordance with the instructions printed thereon and return it to 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 as soon as possible and in any event, not less than 48 hours before the time fixed for holding the EGM or any adjournment thereof (as the case may be). Completion and return of the form(s) of proxy will not preclude you from attending and voting in person at the EGM or at any adjourned meeting thereof should you so wish.

To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, none of the Shareholders has a material interest in the Proposed Adoption of Chinese Name and Proposed Adoption of New Memorandum and Articles of Association and no Shareholders will be required to abstain from voting on the resolutions to be proposed at the EGM.

In accordance with the Listing Rules, the vote of all Shareholders taken at the EGM to approve the Proposed Adoption of Chinese Name and the Proposed Adoption of New Memorandum and Articles of Association will be taken by poll. The results of the vote will be announced after the EGM.

— 5 —

LETTER FROM THE BOARD

CLOSURE OF REGISTER OF MEMBERS

In order to determine entitlement of Shareholders to the right to attend and vote at the EGM (or any adjournment thereof), the register of members of the Company will be closed from 18 July 2022, Monday to 21 July 2022, Thursday (both days inclusive), during which period no share transfer will be effected. In order to qualify for entitlement to attend and vote at the EGM, all properly completed transfer forms accompanied by the relevant share certificates must be lodged with the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, for registration no later than 4:30 p.m. on 15 July 2022, Friday.

VOTING BY POLL

Pursuant to rule 13.39(4) of the Listing Rules, all votes of the Shareholders to be taken at the EGM shall be taken by a poll. Therefore, the chairman of the EGM will demand a poll for the special resolution to be put forward at the EGM pursuant to article 72 of the Articles of Association. The Company will appoint scrutineers to handle vote-taking procedures at the EGM. The results of the poll will be published on the websites of the Stock Exchange and the Company as soon as possible after the EGM in accordance with rule 13.39(5) of the Listing Rules.

GENERAL

Further announcement(s) will be made by the Company to inform the Shareholders of the results of the EGM, the effective date of the Proposed Adoption of Chinese Name and the new Chinese stock short name for trading of the shares of the Company on the Stock Exchange as well as the effective date of the Proposed Adoption of New Memorandum and Articles of Association.

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.

— 6 —

LETTER FROM THE BOARD

RECOMMENDATION

The Directors are of the view that the Proposed Adoption of Chinese Name and the Proposed Adoption of New Memorandum and Articles of Association are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend that the Shareholders vote in favour of the special resolutions to be proposed at the EGM to approve the Proposed Adoption of Chinese Name and the Proposed Adoption of New Memorandum and Articles of Association.

Yours faithfully, For and on behalf of the Board TOMO Holdings Limited Ma Xiaoqiu Chairlady and Executive Director

— 7 —

DETAILS OF THE PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX I

The following are the Proposed Amendments to the existing Memorandum and Articles of Association brought about by the adoption of the New Memorandum and Articles of Association. Unless otherwise specified, clauses, paragraphs and article numbers referred to herein are clauses, paragraphs and article numbers of the existing Memorandum and Articles of Association.

THE MEMORANDUM OF ASSOCIATION

General amendments

• (i) Replacing all references to the words “the Companies Law (Revised)” and “Companies Law” with “the Companies Act (As Revised)” wherever they appear in the Memorandum of Association.

Specific amendments

Memorandum No. Proposed amendments showing changes to the existing Memorandum of Association

HEADING

THE COMPANIES ~~LAW A~~ CT (AS REVISED) EXEMPTED COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF TOMO Holdings Limited 萬馬控股有限公司

• (i) The name of the Company is TOMO Holdings Limited 萬馬控股有限公司

THE ARTICLES OF ASSOCIATION

General amendments

• (i) To add “萬馬控股有限公司” as the dual foreign name in Chinese of the Company

• (ii) Replacing all references to the defined term “Law” with “Act” wherever they appear in the Articles.

Specific amendments

Article No. Proposed amendments showing changes to the existing Articles

1. The regulations in Table A in the Schedule to the Companies ~~LawA~~ ct (As Revised) do not apply to the Company.

2. (1) In these Articles, unless the context otherwise requires, the words standing in the first column of the following table shall bear the meaning set opposite them respectively in the second column.

“Act” the Companies Act, Cap. 22 (Act 3 of 1961, as consolidated and revised) of the Cayman Islands.

— 8 —

DETAILS OF THE PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX I

Article No. Proposed amendments showing changes to the existing Articles

• ~~“business day”~~

  • ~~shall mean a day on which the Designated Stock Exchange generally is open for the business of dealing in securities in Hong Kong. For the avoidance of doubt, where the Designated Stock Exchange is closed for the business of dealing in securities in Hong Kong on a business day for the reason of a Number 8 or higher typhoon Signal, black rainstorm warning or other similar event, such day shall for the purposes of these Articles be counted as a business day.~~

• “Company” TOMO Holdings Limited 萬馬控股有限公司

• ~~“Law” The Companies Law, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands.~~

• (2) (i) Section 8 and Section 19 of the Electronic Transactions ~~LawA~~ ct (2003) of the Cayman Islands, as amended from time to time, shall not apply to these Articles to the extent it imposes obligations or requirements in addition to those set out in these Articles.

• ~~(1)~~ Subject to the provisions of the ~~LawA~~ ct and the Company’s Memorandum and Articles of Association and to any special rights conferred on the holders of any shares or class of shares, any share in the Company (whether forming part of the present capital or not) may be issued with or have attached thereto such rights or restrictions whether in regard to dividend, voting, return of capital or otherwise as the Board may determine.

• ~~8.9~~ . ~~(2)~~ Subject to the provisions of the ~~LawA~~ ct, the rules of any Designated Stock Exchange and the Memorandum and Articles of Association of the Company, and to any special rights conferred on the holders of any shares or attaching to any class of shares, shares may be issued on the terms that they may be, or at the option of the Company or the holder are, liable to be redeemed on such terms and in such manner, including out of capital, as the Board may deem fit.

~~9. Where the Company purchases for redemption a redeemable share, purchases not made through the market or by tender shall be limited to a maximum price as may from time to time be determined by the Company in general meeting, either generally or with regard to specific purchases. If purchases are by tender, tenders shall be available to all Members alike.~~

2. (b)

3. every holder of shares of the class shall be entitled ~~on a poll~~ to one vote for every such share held by him.,

— 9 —

DETAILS OF THE PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX I

Article No. Proposed amendments showing changes to the existing Articles

1. An annual general meeting of the Company shall be held in each financial year other than the financial year of the Company’s adoption of these Articles ~~(within a period of not more than fifteen (15) months after the holding of the last precedinga~~ nd such annual general meeting ~~or not more thanm~~ ust be held within ~~eighteen~~ six ( ~~186~~ ) months after the ~~date~~ end of ~~adoption of these Articles, t~~ he Company’s financial year (unless a longer period would not infringe the rules of the Designated Stock Exchange, if any) at such time place as may be determined by the Board.

2. The Board may whenever it thinks fit call extraordinary general meetings. Any one or more Members holding at the date of deposit of the requisition not less than one-tenth of the paid up capital of the Company carrying the right of voting at general meetings of the Company shall at all times have the right, by written requisition to the Board or the Secretary of the Company, to require an extraordinary general meeting to be called by the Board for the transaction of any business or resolution specified in such requisition; and such meeting shall be held within two (2) months after the deposit of such requisition. If within twenty-one (21) days of such deposit the Board fails to proceed to convene such meeting the requisitionist(s) himself (themselves) may do so in the same manner, and all reasonable expenses incurred by the requisitionist(s) as a result of the failure of the Board shall be reimbursed to the requisitionist(s) by the Company.

3. (1) An annual general meeting must be called by Notice of not less than twenty-one (21) clear days ~~and not less than twenty (20) clear business days. All other extraordinary general meetings may~~ . All other general meetings (including an extraordinary general meeting) must be called by Notice of not less than fourteen (14) clear days ~~and not less than ten (10) clear business days~~ but if permitted by the rules of the Designated Stock Exchange, a general meeting may be called by shorter notice, subject to the ~~LawA~~ ct, if it is so agreed:

4. (2)

5. No business other than the appointment of a chairman of a meeting shall be transacted at any general meeting unless a quorum is present at the commencement of the business. Two (2) Members entitled to vote and present in person ~~or by proxy or~~ (in the case of a Member being a corporation) by its duly authorized representative or by proxy or, for quorum purposes only, two persons appointed by the clearing house as authorised representative or proxy shall form a quorum for all purposes.

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DETAILS OF THE PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX I

Article No. Proposed amendments showing changes to the existing Articles

1. (1) A resolution put to the vote of a meeting shall be decided by way of a poll save that the chairman of the meeting may in good faith, allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands in which case every Member present in person (or being a corporation, is present by a duly authori ~~z~~ sed representative), or by proxy(ies) shall have one vote provided that where more than one proxy is appointed by a Member which is a clearing house (or its nominee(s)), each such proxy shall have one vote on a show of hands. ...

2. (2) All members shall have the right to (a) speak at a general meeting; and (b) vote at a general meeting except where a Member is required, by the rules of the Designated Stock Exchange, to abstain from voting to approve the matter under consideration.

( ~~23~~ ) Where the Company has knowledge that any Member is, under the rules of the Designated Stock Exchange, required to abstain from voting on any particular resolution of the Company or restricted to voting only for or only against any particular resolution of the Company, any votes cast by or on behalf of such Member in contravention of such requirement or restriction shall not be counted.

1. (3) The Directors shall have the power from time to time and at any time to appoint any person as a Director either to fill a casual vacancy on the Board or as an addition to the existing Board. Any Director ~~appointed by the Board to fill a casual vacancy shall hold office until the first general meeting of Members after his appointment and be subject to re-election at such meeting and any Director appointed by the Board as an addition to the existing Boards~~ o appointed shall hold office ~~only~~ until the next following annual general meeting of the Company and shall then be eligible for re-election.

(6) A vacancy on the Board created by the removal of a Director under the provisions of subparagraph (5) above may be filled by the election or appointment by ordinary resolution of the Members at the meeting at which such Director is removed.

— 11 —

DETAILS OF THE PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX I

Article No. Proposed amendments showing changes to the existing Articles

1. (1) Notwithstanding any other provisions in the Articles, at each annual - general meeting one third of the Directors for the time being (or, if their number is not a multiple of three (3), the number nearest to but not less than one-third) shall retire from office by rotation provided that every Director shall be subject to retirement at an annual general meeting at least once every three years. ~~84. (1) Notwithstanding any other provisions in the Articles, at each annual general meeting one-third of the Directors for the time being (or, if their number is not a multiple of three (3), the number nearest to but not less than one-third) shall retire from office by rotation provided that every Director~~ 100. (1) A Director shall not vote (nor be counted in the quorum) on any resolution of the Board approving any contract or arrangement or any other proposal in which he or any of his close associates is materially interested, but this prohibition shall not apply to any of the following matters namely:

(i) ~~any contract or arrangement for t~~ he giving of any security or indemnity either:

(a) to ~~such~~ the Director or his close associate(s) ~~any security or indemnity~~ in respect of money lent ~~by him or any of his close associate(s)~~ or obligations incurred or undertaken by him or any of ~~his close associate(s)~~ them at the request of or for the benefit of the Company or any of its subsidiaries; or

(b) ~~(ii) any contract or arrangement for the giving of any security or indemnity~~ to a third party in respect of a debt or obligation of the Company or any of its subsidiaries for which the Director or his close associate(s) has himself/themselves assumed responsibility in whole or in part and whether alone or jointly under a guarantee or indemnity or by the giving of security;

( ~~iiii~~ i) any ~~contract or arrangementp~~ roposal concerning an offer of shares or debentures or other securities of or by the Company or any other company which the Company may promote or be interested in for subscription or purchase, where the Director or his close associate(s) is/are or is/are to be interested as a participant in the underwriting or sub-underwriting of the offer;

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DETAILS OF THE PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX I

Article No. Proposed amendments showing changes to the existing Articles

~~(iv)~~

~~any contract or arrangement in which the Director or his close associate(s) is/are interested in the same manner as other holders of shares or debentures or other securities of the Company by virtue only of his/their interest in shares or debentures or other securities of the Company; or~~

( ~~vi~~ ii)

any proposal or arrangement concerning the benefit of employees of the Company or its subsidiaries including:

(a) the adoption, modification or operation of ~~a~~ any employees’ share scheme or any share incentive or share option scheme ~~,~~ under which the Director or his close associate(s) may benefit; or

(b) the adoption, modification or operation of a pension fund or retirement, death or disability benefits scheme ~~or other arrangement~~ which relates ~~both~~ to ~~Directors ort~~ he Director, his close associate(s) and ~~to employeese~~ mployee(s) of the Company or ~~of a~~ ny of its subsidiaries and does not provide in respect of any Director, or his close associate(s), as such any privilege or advantage not ~~accorded~~ generally accorded to the class of persons to which such scheme or fund relates. ~~;~~

(iv) any contract or arrangement in which the Director or his close associate(s) is/are interested in the same manner as other holders of shares or debentures or other securities of the Company by virtue only of his/their interest in shares or debentures or other securities of the Company.

1. A meeting of the Board may be convened by the Secretary on request of a Director or by any Director. The Secretary shall convene a meeting of the Board whenever he shall be required so to do by any Director. Notice of a meeting of the Board shall be deemed to be duly given to a Director if it is given to such Director in writing or verbally (including in person or by telephone) or via electronic mail or by telephone or in such other manner as the Board may from time to time determine ~~whenever he shall be required so to do by any Director~~ .

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DETAILS OF THE PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX I

Article No. Proposed amendments showing changes to the existing Articles

1. (2) The Members may, at any general meeting convened and held in accordance with these Articles, by ~~specialo~~ rdinary resolution remove the Auditor at any time before the expiration of his term of office and shall by ordinary resolution at that meeting appoint another Auditor in his stead for the remainder of his term.

2. ~~If the office of auditor becomes vacant by the resignation or death of the Auditor, or by his becoming incapable of acting by reason of illness or other disability at a time when his services are required, the Directors shall fill the vacancy and fix the remuneration of the Auditor so appointed. T~~ he Directors may fill any casual vacancy in the office of Auditor but while any such vacancy continues the surviving or continuing Auditor or Auditors, if any, may act. The remuneration of any Auditor appointed by the Directors under this Article may be fixed by the Board. Subject to Article 152(2), an Auditor appointed under this Article shall hold office until the next following annual general meeting of the Company and shall then be subject to appointment by the Members under Article 152(1) at such remuneration to be determined by the Members under Article 154.

3. (1) ~~TheS~~ ubject to Article 162(2), the Board shall have power in the name and on behalf of the Company to present a petition to the court for the Company to be wound up.

4. (2) A resolution that the Company be wound up by the court or to be wound up voluntarily shall be a special resolution.

FINANCIAL YEAR

1. Unless otherwise determined by the Directors, the financial year end of the Company shall be 31 of December in each year.

2. 16 ~~56~~ . No Article shall be rescinded, altered or amended and no new Article shall be made until the same has been approved by a special resolution of the Members. A special resolution shall be required to alter the provisions of the memorandum of association or to change the name of the Company.

3. 16 ~~67~~ . No Member shall be entitled to require discovery of or any information respecting any detail of the Company’s trading or any matter which is or may be in the nature of a trade secret or secret process which may relate to the conduct of the business of the Company and which in the opinion of the Directors it will be inexpedient in the interests of the members of the Company to communicate to the public.

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NOTICE OF EXTRAORDINARY GENERAL MEETING

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TOMO Holdings Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 6928)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the extraordinary general meeting (the “ EGM ”) of shareholders TOMO Holdings Limited (the “ Company ”) will be held at Room 4101-4104, 41/F., Sun Hung Kai Centre, 30 Harbour Road, Wanchai, Hong Kong on 21 July 2022, Thursday, at 10:00 a.m. for the purpose of considering and, if thought fit, passing, the following resolutions as special resolutions of the Company:

SPECIAL RESOLUTIONS

“ THAT :

• (1) subject to and conditional upon the approval of the Registrar of Companies in the Cayman Islands having been obtained by way of issue of a certificate of incorporation on change of company name, the Chinese name of “萬馬控股有限公司” be adopted as the dual foreign name of the Company (the “ Adoption of Chinese Name ”), with effect from the date of the certificate of incorporation on change of name issued by the Registrar of Companies in the Cayman Islands, and that any one of the Directors or the company secretary of the Company be and is hereby authorised for and on behalf of the Company to execute all such documents and do all such acts and things as he/she may in his/her absolute discretion consider to be necessary, desirable, appropriate or expedient to implement and/or to give effect to the foregoing.

• (2) subject to the Adoption of Chinese Name under the resolution number 1 taking effect, the amended and restated memorandum and articles of association of the Company (incorporating the proposed amendments to the existing amended and restated memorandum and articles of association of the Company, the details of which are set out in Appendix I to the circular of the Company dated 5 July 2022) (“ New Memorandum and Articles of Association ”), a copy of which has been produced to this meeting and marked “A” and initialled by the chairman of the meeting for the purpose of identification, be and is hereby approved and adopted respectively in substitution for, and to the exclusion of, the existing amended and restated memorandum and articles of association of the Company with effect upon the Adoption of Chinese Name becoming effective, and any one director or company secretary of the Company be and is hereby authorised for and on behalf of the Company to execute all such documents and to do all such acts and things as he/she may in his/her absolute discretion consider to be necessary, desirable, appropriate or expedient to implement the adoption of the New Memorandum and Articles of Association.”

By order of the Board TOMO Holdings Company Ma Xiaoqiu Chairlady and Executive Director

Hong Kong, 5 July 2022

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NOTICE OF EXTRAORDINARY GENERAL MEETING

Notes:

• (1) An eligible shareholder is entitled to appoint one or more proxies to attend, speak and vote in his/her stead at the EGM (or at any adjournment of it) provided that each proxy is appointed to represent the respective number of shares held by the shareholder as specified in the relevant proxy forms. The proxy does not need to be a shareholder of the Company.

• (2) Where there are joint registered holders of any shares, any one of such persons may vote at the EGM (or at any adjournment of it), either personally or by proxy, in respect of such shares as if he/she were solely entitled thereto but the vote of the senior holder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) 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 of the Company in respect of the relevant joint holding.

• (3) A proxy form for use at the EGM is enclosed.

• (4) In order to be valid, the completed proxy form must be received by the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong at least 48 hours before the time fixed for holding the EGM or adjourned meeting (as the case may be). If a proxy form is signed by an attorney of a shareholder who is not a corporation, the power of attorney or other authority under which it is signed or a certified copy of that power of attorney or authority (such certification to be made by either a notary public or a solicitor qualified to practice in Hong Kong) must be delivered to the Hong Kong branch share registrar and transfer office of the Company together with the proxy form. In the case of a corporation, the proxy form must either be executed under its common seal or be signed by an officer or agent duly authorised in writing.

• (5) For the purposes of determining shareholders’ eligibility to attend, speak and vote at the EGM (or at any adjournment of it), the register of members of the Company will be closed from 18 July 2022, Monday to 21 July 2022, Thursday (both dates inclusive), during which period no transfer of shares of the Company will be registered. To be eligible to attend, speak and vote at the EGM (or at any adjournment of it), all properly completed transfer documents accompanied by the relevant share certificate must be lodged with the Hong Kong branch share registrar and transfer office of the Company, 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 15 July 2022, Monday.

• (6) A circular containing further details concerning the special resolutions set out in the above notice will be sent to all shareholders of the Company together with this notice.

• (7) The Chinese translation of this notice is for reference only, and in case of any inconsistency, the English version shall prevail.

• (8) If a Typhoon Signal No. 8 or above is hoisted or a Black Rainstorm Warning Signal is in force at or at any time after 7:00 a.m. on the date of the EGM, the EGM will be adjourned. The Company will post an announcement on the website of the Company (www.thetomogroup.com) and the HKEX news website (www.hkexnews.hk) to notify shareholders of the date, time and place of the adjourned meeting.

The EGM will be held as scheduled when an Amber or a Red Rainstorm Warning Signal is in force. Shareholders should decide on their own whether they would attend the meeting under bad weather conditions bearing in mind their own situations.

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