Tomson Group Limited — Proxy Solicitation & Information Statement 2026

May 12, 2026

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Tomson Group Limited, you should at once hand this circular together with the form of proxy to the purchaser or transferee, or to the bank, licensed securities dealer or other agent through whom the sale or the transfer was effected for transmission to the purchaser or the 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.

Tomson Group

TOMSON GROUP LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 258)

Executive Directors:
Hsu Feng (Chairman and Managing Director)
Albert Tong (Vice-Chairman)
Tong Chi Kar Charles (Vice-Chairman)

Independent Non-Executive Directors:
Cheung Siu Ping, Oscar
Lee Chan Fai
Ng Chi Him

Registered office:
P.O. Box 309
Ugland House
Grand Cayman
KY1-1104
Cayman Islands

Principal Place of Business
in the Hong Kong Special
Administrative Region of
the People's Republic of China:
Rooms 1501-2 and 1507-12
15th Floor, Wing On Centre
111 Connaught Road Central
Hong Kong
12th May, 2026

To shareholders

Dear Sir/Madam

PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION

AND
EXTRAORDINARY GENERAL MEETING

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INTRODUCTION

The board of directors of Tomson Group Limited (the "Company") (the "Board") proposes to amend the existing articles of association of the Company (the "Articles of Association") and to adopt a new set of Articles of Association, duly amended and restated in substitution for, and to the exclusion of, the existing Articles of Association. An extraordinary general meeting of the Company will be held as a physical meeting only at Monaco Room, Basement 1, Regal Hongkong Hotel, 88 Yee Wo Street, Causeway Bay, Hong Kong on Thursday, 4th June, 2026 at 11:30 a.m. (or as soon thereafter as the annual general meeting of the Company convened at the same place and on the same day shall have been concluded or adjourned) (the "Extraordinary General Meeting"). This circular is issued for the purposes of providing you with details of a special resolution relating to the amendments to the existing Articles of Association and the adoption of the amended and restated Articles of Association to be proposed at the Extraordinary General Meeting and giving you the notice of the meeting.

PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION

The Board proposes to amend the existing Articles of Association as follows:

(a) to provide flexibility for the Company to convene and conduct general meetings wholly or partially by virtual means, and to allow shareholders of the Company (the "Shareholders") to attend, participate and vote at such meetings through the use of electronic facilities;

(b) to permit the Company to hold treasury shares (which shall have the meaning ascribed to it in the Rules Governing the Listing of Securities (the "Listing Rules") on The Stock Exchange of Hong Kong Limited (the "Stock Exchange");

(c) to align with the requirements of the "Consultation Conclusions on Proposals to Further Expand the Paperless Listing Regime and Other Rule Amendments" and the amendments to the Listing Rules to facilitate the implementation of Uncertificated Securities Market published by the Stock Exchange on 24th January, 2025 and 30th March, 2026 respectively; and

(d) to make certain housekeeping amendments.

The proposed amendments to the existing Articles of Association and adoption of the amended and restated Articles of Association is subject to the approval of the Shareholders by way of a special resolution at the Extraordinary General Meeting and, if approved, shall take effect upon the close of the Extraordinary General Meeting.

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Details of the proposed amendments to the existing Articles of Association are set out in Appendix I to this circular. The Chinese translation of the proposed amendments to the existing Articles of Association is for reference only. In case of any discrepancy or inconsistency between the English version and its Chinese translation, the English version shall prevail.

The legal advisers to the Company as to Hong Kong laws, Vincent T.K. Cheung, Yap & Co., have confirmed that the proposed amendments to the existing Articles of Association conform with the requirements of the Listing Rules and the legal advisers to the Company as to the laws of the Cayman Islands, Maples and Calder (Hong Kong) LLP, have confirmed that the proposed amendments to the existing Articles of Association are not inconsistent with the applicable laws of the Cayman Islands. The Company confirms that there is nothing unusual about the proposed amendments to the existing Articles of Association for a company listed on the Stock Exchange.

EXTRAORDINARY GENERAL MEETING

The notice convening the Extraordinary General Meeting is set out on pages 67 to 68 of this circular.

Pursuant to Rule 13.39(4) of the Listing Rules and Article 80 of the existing Articles of Association, all resolutions to be put to the vote at the Extraordinary General Meeting shall be decided by way of a poll save for resolutions related purely to procedural or administrative matters which may be voted on by a show of hands at the discretion of the chairman of the meeting. An announcement on the poll vote results will be made by the Company after the Extraordinary General Meeting.

A form of proxy for use at the Extraordinary General Meeting together with this circular are published on the Company's website (www.tomson.com.hk) (the "Company's website") and the HKEXnews website of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) (the "HKEXnews website"), and if you would like to receive their printed copies, please contact Tricor Investor Services Limited, the share registrar of the Company in the Hong Kong Special Administrative Region ("Hong Kong") of the People's Republic of China. Whether or not you are able to attend the Extraordinary General Meeting, please complete the form of proxy in accordance with the instructions printed thereon and return the same to the office of the Company in Hong Kong at Rooms 1507-12, 15th Floor, Wing On Centre, 111 Connaught Road Central, Hong Kong not later than 11:30 a.m. on Wednesday, 3rd June, 2026 (or not less than 24 hours before the time appointed for holding of the Extraordinary General Meeting or any adjournment of the Extraordinary General Meeting (as the case may be)). Completion and delivery of the form of proxy will not preclude you from attending and voting at the Extraordinary General Meeting or any adjournment of the Extraordinary General Meeting (as the case may be) in person, if you so wish.

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CLOSURE OF REGISTER OF MEMBERS

The register of members of the Company will be closed from Friday, 29th May, 2026 to Thursday, 4th June, 2026, both days inclusive, for the purpose of determining the entitlements of the Shareholders to attend and vote at the Extraordinary General Meeting. During the said period, no transfer of shares of the Company will be effected.

In order to be eligible to attend and vote at the Extraordinary General Meeting, all transfer documents accompanied by the relevant share certificates must be lodged with the Company's share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F., Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 4:30 p.m. on Thursday, 28th May, 2026 for registration.

RECOMMENDATION

The Board considers that the proposal for the amendments to the existing Articles of Association and adoption of the amended and restated Articles of Association is in the best interests of the Company and the Shareholders and accordingly recommends all Shareholders vote in favour of the special resolution to be proposed at the Extraordinary General Meeting.

MEETING ARRANGEMENTS IN TIMES OF BAD WEATHER

In case where any of the Bad Weather Signal (as defined below) is in force in Hong Kong at any local time between 9:00 a.m. and 11:00 a.m. on the date of the Extraordinary General Meeting, the Extraordinary General Meeting will be adjourned. An announcement will be posted on the Company's website and the HKEXnews website to notify the Shareholders of the date, time and place of the adjourned meeting.

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

Bad Weather Signal shall mean a Tropical Cyclone Warning Signal No. 8 or above, a Black Rainstorm Warning Signal and/or "extreme conditions" as announced by the Government of Hong Kong.

Yours faithfully
For and on behalf of the Board of
TOMSON GROUP LIMITED
Hsu Feng
Chairman and Managing Director

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APPENDIX I

DETAILS OF THE PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION

The following are the proposed amendments to the existing Articles of Association. Unless otherwise specified, article numbers referred to herein are article numbers of the amended and restated Articles of Association proposed to be adopted by the Company at the Extraordinary General Meeting.

	Article Number	Provisions in the amended and restated Articles of Association proposed to be adopted by the Company (showing changes to the existing Articles of Association and the parts without changes in the following provisions are shown in “...”)
Interpretation.	2.	(a) The marginal notes to these Articles shall not affect the interpretation of these Articles, unless there be something in the subject or context inconsistent therewith:–
address.		for the purposes of these Articles, “address” includes an electronic address unless the Act or the Listing Rules require a postal address;
		...
ASR Code.		“ASR Code” shall mean the Code of Conduct for Approved Securities Registrars published by the SFC as amended from time to time and include any amendments thereof and any other codes or guidelines incorporated therewith, supplementary thereto or substituted therefor;
		...
Bad Weather Signal.		“Bad Weather Signal” shall mean a tropical cyclone warning signal No. 8 or above and/or a black rainstorm warning signal as issued by the Director of the Hong Kong Observatory, and/or “extreme conditions” as announced by the government of Hong Kong and shall have the meaning given to it in the Listing Rules as from time to time in effect;
black-rainstorm warning		“black-rainstorm warning” shall have the meaning given to it in the Interpretation and General Clauses Ordinance (Chapter 1 of the Laws of Hong Kong);

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APPENDIX I
DETAILS OF THE PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION

Article Number
Provisions in the amended and restated Articles of Association proposed to be adopted by the Company (showing changes to the existing Articles of Association and the parts without changes in the following provisions are shown in “...”)

Board.
“Board” shall mean the board of Directors as constituted from time to time or as the context may require the majority of the Directors present and voting at a meeting of Directors at which a quorum is present;

business day(s).
“business day(s)” shall mean any day on which the Stock Exchange is open for business of dealing in securities. For the avoidance of doubt, where the Stock Exchange is closed for business of dealing in securities in Hong Kong on a day by reason of a Bad Weather Signal gale warning, black rainstorm warning or other similar event, such day shall for the purpose of any notice sent under these Articles be counted as a business day;

capital.
“capital” shall mean the share capital of the Company from time to time of the Company;

Central Clearing and Settlement System.
“Central Clearing and Settlement System” shall mean the central clearing and settlement system operated by Hong Kong Securities Clearing Company Limited;

Chairman of the Board.
Vice-Chairman of the Board.
“Chairman of the Board” and “Vice-Chairman of the Board” shall mean the person elected by the Directors to be chairman of the Board and vice-chairman of the Board respectively for such period and on such terms as the Directors think fit;

clear day(s).
“clear day(s)” shall mean in relation to the period of a notice, that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect;

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APPENDIX I
DETAILS OF THE PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION

Article Number
Provisions in the amended and restated Articles of Association proposed to be adopted by the Company (showing changes to the existing Articles of Association and the parts without changes in the following provisions are shown in “...”)

Close Associate.
“Close Associate” shall have the meaning ascribed to it under the Listing Rules, except that for the purposes of Article 107 where the transaction or arrangement to be approved by the Board is a connected transaction referred to in the Listing Rules, it shall have the same meaning as that ascribed to “associate” in the Listing Rules;

Director(s). Board.
“Director(s)” or “Board” shall mean the Director(s) as constituted from time to time of the Company or (as the context may require) the majority of Directors present and voting at a meeting of Directors;

dividend.
“dividend” shall include bonus dividends and distributions permitted by the Act to be categorized as dividend;

dollars. HK$.
“dollars” and “HK$” shall mean dollars legally current in the lawful currency of Hong Kong;

electronic.
“electronic” shall have the meaning given to it in the Electronic Transactions Act and any amendment thereto or re-enactments thereof for the time being in the force and includes every other law incorporated therewith or substituted therefor;

electronic communication.
“electronic communication” shall mean a communication sent, transmitted, conveyed and received by wire, by radio, by optical means, by electronic transmission means or by other electron magnetic or virtual means in any form through any information system. For the avoidance of doubt, Section 8 of the Electronic Transactions Act regarding delivery in the form of an electronic record shall not apply to any electronic communication to and from the Company;

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	Article Number	Provisions in the amended and restated Articles of Association proposed to be adopted by the Company (showing changes to the existing Articles of Association and the parts without changes in the following provisions are shown in “...”)
electronic facilities.		references to “electronic facilities” include, without limitation, website addresses, webinars, webcast, video or any form of conference call systems (telephone, video, web or otherwise) by means of which all persons participating in the meeting are capable of hearing and being heard by each other and all participants’ right to speak and vote at the meeting are maintained;
electronic meeting.		“electronic meeting” shall mean a general meeting held and conducted wholly and exclusively by virtual attendance and participation by Members, their proxies and any other permitted participants (including, without limitation, the Chairman of General Meeting and any Directors) by means of electronic facilities;
gale warning:		“gale warning” shall have the meaning given to it in the Interpretation and General Clauses Ordinance (Chapter 1 of the Laws of Hong Kong);
Meeting Location(s).		“Meeting Location(s)” shall have the meaning given to it in Article 76A(a), and for the avoidance of doubt shall include the Principal Meeting Place unless otherwise specified;

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APPENDIX I

DETAILS OF THE PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION

SFC.
“SFC” shall mean the Securities and Futures Commission of Hong Kong;

SFO.
“SFO” shall mean the Securities and Futures Ordinance (Cap.571 of the Laws of Hong Kong) as in force from time to time and any amendments thereto or re-enactment thereof for the time being in force and includes every other law or subsidiary legislation incorporated therewith or substituted therefor;

special resolution.
“special resolution” shall have the same meaning as in the Act save that the required majority shall be 75% of the votes cast by such Members as, being entitled so to do, vote in person or, in the case of any Member being a corporation, by its duly authorised representative or, where proxies are allowed, by proxy at a general meeting of which notice has been duly given in accordance with Article 73 and shall include a unanimous written resolution passed pursuant to Article 84A. In computing the majority on a poll regard shall be referred to the number of votes to which each member is entitled by these Articles;

treasury shares.
“treasury shares” shall mean Shares repurchased and held by the Company in treasury as authorised by the Act, the Listing Rules and all other applicable laws, rules or regulations which, for the purpose of these Articles, include Shares repurchased by the Company and held or deposited in Central Clearing and Settlement System for sale or transfer on the Stock Exchange. For all purposes under these Articles, Shares held by the Company as treasury shares shall not be regarded as being in issue. Unless otherwise provided by law or expressly stated in these Articles, treasury shares shall not carry voting rights, dividend rights, or any other rights or entitlements attached to issued Shares;

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UNSRT System.
“UNSRT System” shall mean an uncertificated securities registration and transfer system, and in relation to any shares or securities of the Company, a computer-based system, together with procedures and other facilities, that enables title to the shares and securities to be evidenced and transferred without an instrument; and facilitates supplementary and incidental matters;

USM Rules.
“USM Rules” shall mean the Securities and Futures (Uncertificated Securities Market) Rules (Cap.571AS of the Laws of Hong Kong) made under the SFO, as in force from time to time and any amendments thereto or re-enactments thereof for the time being in force and include every other rules or subsidiary legislation incorporated therewith or substituted therefor;

writing or printing.
“writing” or “printing” shall, unless the contrary intention appears, be construed as including writing, printing, lithography, photography, type-writing and every other modes of representing or reproducing words or figures in a visible and non-transitory form or, to the extent permitted by and in accordance with the Act and other applicable laws, rules and regulations, any visible substitute for writing (including an electronic communication), or modes of representing or reproducing words partly in one visible form and partly in another visible form, and including without limitation where the representation takes the form of electronic display, provided that both the mode of service of the relevant document or notice and any requisite Members’ election comply with any applicable laws, rules and/or regulations and, only where used in connection with a notice served by the Company on Members or other persons entitled to receive notices hereunder, shall also include a record maintained in an electronic medium which is accessible in visible form so as to be useable for subsequent reference:

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Repurchase.
(b) Subject to the provisions of the Act and the Memorandum of Association, the Listing Rules and/or any other rules and regulations of any competent regulatory authority, the Company may purchase its own Shares, including any redeemable Shares, provided that, to the extent required by the Act, the manner of purchase has first been authorized by the Company by ordinary resolution and may make payment therefor in any manner authorised by the Act, including out of capital.

Surrender of Shares.
(c) The Board may accept the surrender for no consideration of any fully paid Share.
(d) Subject to the Act, the Listing Rules and/or the rules of any competent regulatory authority, the Company is further authorised to hold any repurchased, redeemed or surrendered Shares as treasury shares without the need for a separate resolution of the Board for each instance.

Purchase or redemption not to give rise to other purchases or redemptions.
10. (a) ...

Certificates to be surrendered for cancellation.
(b) The holder of the Shares being purchased, surrendered or redeemed (except when the Shares are purchased or redeemed on the Stock Exchange) shall be bound to deliver up to the Company at the Office or at such other place as the Directors may appoint specify the certificate(s) thereof, if any, for cancellation and thereupon the Company shall pay to him the purchase or redemption monies in respect thereof.

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Article Number

Provisions in the amended and restated Articles of Association proposed to be adopted by the Company (showing changes to the existing Articles of Association and the parts without changes in the following provisions are shown in “…….”)

(c) Unless the Directors otherwise agree, no Shares on the register of members may be transferred to any branch register nor may Shares on any branch register be transferred to the register of members or any other branch register. All transfers and other documents of title must be lodged for registration, in the case of Shares on a branch register, at the relevant Registration Office and, in the case of Shares on the register of members, at the Office. In the event of any such transfer, the Member requesting such transfer shall bear the cost of effecting the transfer unless the Directors determine otherwise.

1. (a) Except when the register of members is closed in accordance with Article 15(d), the register and any branch register shall during business hours be open to the inspection of any Member without charge and by any other person on payment of such fee as may from time to time be permitted under the Listing Rules as the Board may determine for each inspection, at such place at which the register is kept. For the avoidance of doubt, any holder of prescribed securities (as defined in the USM Rules) is entitled, on request and without charge, to inspect any entry made in relation to that person in the register and during the course of the inspection make a copy of any such entries.

(b) The reference to business hours in paragraph (a) of this Article is subject to such reasonable restrictions as the Board may decide but so that not less than two 2 hours in each business day is to be allowed for inspections.

Article Number

Provisions in the amended and restated Articles of Association proposed to be adopted by the Company (showing changes to the existing Articles of Association and the parts without changes in the following provisions are shown in “…….”)

(c) Any Member may require a copy of the register, or any part thereof, on payment of HK$2, or such lesser sum as the Company may prescribe, for every 100 words or fractional part thereof required to be copied. The Company shall cause any copy so required by any person to be sent to that person within a period of ten 10 days commencing on the date next after the day on which the request is received by the Company.

Close of register of members.

(d) The register of members including any overseas or local or other branch register of members may, after a notice has been given, in accordance with the Listing Rules and any other requirements of the Stock Exchange, by publication of an announcement or by other means (whether electronic means or otherwise) in such manner as may be accepted by the Stock Exchange or by advertisement in a newspaper to that effect, be closed for inspection at such times or for such periods not exceeding in the whole thirty days in each year as the Board may from time to time determine or, with the approval of the Company in general meeting, not exceeding sixty days in the whole in any year and either generally or in respect of any class of Shares provided that the register shall not be closed for more than thirty days in any year (such period may be extended in respect of any year as the Members may by ordinary resolution determine provided that, subject to the Listing Rules, such period shall not be extended for a further period or periods exceeding thirty days in any year). The Company shall, on demand, furnish any person seeking to inspect the register or part thereof which is closed by virtue of this Article with a certificate under the hand of the Secretary stating the period for which, and by whose authority, it is closed. In the event that there is an alteration of book closure dates, the Company shall give notice in accordance with the procedures set out in this Article.

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(e) In lieu of, or apart from, closing the register pursuant to other provisions in these Articles, the Board may fix in advance a date as the record date for any such determination of Members entitled to receive notice of, or to vote at any general meeting of the Members or any adjournment or postponement thereof, or for the purpose of determining the Members entitled to receive payment of any dividend or distribution, or in order to make a determination of Members for any other purpose.

Share certificates. 16.

Every person whose name is entered in the register as a Member in respect of any Shares of any one class shall, upon the issue or transfer thereof, be entitled, (i) in the case of any issue of Shares, to receive one certificate therefor without payment; and (ii) otherwise whether on transfer of Shares or if he so requests, on the issue of more than one certificate on the issue of Shares, to receive one or more certificates each for one or more of such Shares upon payment of such sum for every certificate (not exceeding such maximum amount as may from time to time be permitted under the rules prescribed by the Stock Exchange) as the Directors shall from time to time determine within:-

(a) in the case of an issue of Shares, one month after allotment (or such longer period as the terms of issue shall provide); or

(b) in the case of a transfer of Shares, ten business days from lodgement of transfer (or such period as may from time to time be fixed under the rules prescribed by the Stock Exchange);

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Every person whose name is entered as a Member in the register shall be entitled to hold their Shares in uncertificated form through the UNSRT System, the Central Clearing and Settlement System or other system approved under the SFO and/or the USM Rules or otherwise approved by the SFC or the Stock Exchange, as applicable, in compliance with the Listing Rules and other applicable laws, rules and regulations. The Company shall comply with all applicable laws, rules and regulations to facilitate the holding, transfer and registration of its Shares in uncertificated form, including electronic processes for corporate actions, as required by the uncertificated securities market regime. A Member shall only be entitled to a share certificate if the Board resolves that share certificates be issued, provided that in respect of a Share or Shares held jointly by several persons the Company shall not be bound to issue a certificate or certificates to each such person, and the issue and delivery of a certificate or certificates to one of several joint holders shall be sufficient delivery to all such holders. All certificates for Shares shall be delivered personally or sent through the post addressed to the Member entitled thereto at his registered address as appearing in the register.

Share Certificate to be sealed.

17.

Every certificate, if issued, for Shares or debentures or representing any other form of security of the Company shall be issued under the common seal or any duplicate seal of the Company, which shall only be affixed or imprinted to a share certificate with the authority of the Board.

Every certificate to specify number of Shares.

18.

Every share certificate hereafter, if issued, shall specify the number of Shares in respect of which it is issued and the amount paid thereon or the fact that they are fully paid, as the case may be and may otherwise be in such form as the Directors may from time to time prescribe. Each share certificate shall relate to only one class of Shares.

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payable on the date fixed for payment, and in case of non-payment all the relevant provisions of these Articles as to payment of interest and expenses, forfeiture and the like, shall apply as if such sum had become payable by virtue of a call duly made and notified. The Directors may on the issue of Shares differentiate between the allottees or holders as to the amount of calls to be paid and the time of payment.

Form of transfer.

37.

(a) Subject to these Articles, All transfers of Shares may be effected by instrument in writing in the usual common form or in any standard form of transfer which the Directors may approve and may be under hand or otherwise as the Directors may think fit and accept. All instruments of transfer must be left at the Registration Office or at such other place as the Directors may appoint and all such instruments of transfer shall be retained by the Company.

(b) Notwithstanding the provisions of sub-paragraph (a) above, for so long as any Shares are listed on the Stock Exchange, titles to such listed Shares may be evidenced and transferred in accordance with the laws applicable to and the Listing Rules that are or shall be applicable to such listed Shares. The register of members in respect of the listed Shares (whether the register or a branch register) may be kept by recording the particulars required by Section 40 of the Act in a form otherwise than legible if such recording otherwise complies with the laws applicable to and the Listing Rules that are or shall be applicable to such listed Shares. Subject to the Act and all applicable laws and regulations, including the SFO and the USM Rules, transfers of Shares may be effected in uncertificated form through the UNSRT System, the Central Clearing and Settlement System, or any other system approved by the Stock Exchange or the SFC.

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(b) Notwithstanding Articles 37 and 38(a), transfers of Share which are listed on the Stock Exchange may be effected by any method of transferring or dealing in securities permitted by the Listing Rules, the SFO and/or the USM Rules and which has been approved by the Board for such purpose.

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Rights of stockholders:
61. The holders of stock shall, according to the amount of the stock held by them, have the same rights, privileges and advantages as regards dividends, participation in assets on a winding up, voting at meetings, and other matters, as if they held the Shares from which the stock arose, but no such privilege or advantage (except participation in the dividends and profits of the Company) shall be conferred by an amount of stock which would not, if existing in Shares, have conferred such privilege or advantage.

Interpretation:
62. Such of the provisions of these presents as are applicable to paid up Shares shall apply to stock, and the words “Share” and “Shareholder” therein shall include “stock” and “stockholder”:

1. (a) The Company may from time to time by ordinary resolution:—

Consolidation and division of capital and sub-division and cancellation of Shares.
(i) consolidate and divide all or any of its share capital into Shares of a larger amount than its existing Shares, on any consolidation of fully paid Shares into Shares of a larger amount, the Board may settle any difficulty which may arise as it thinks expedient and in particular (but without prejudice to the generality of the foregoing) may as between the holders of Shares to be consolidated determine which particular Shares are to be consolidated into each consolidated Share, and if it shall happen that any person shall become entitled to fractions of a consolidated Share or Shares, such fractions may be sold by some person appointed by the Board for that purpose and the person so appointed may transfer the Shares so sold to the purchaser thereof and the validity of such transfer shall not be questioned, and so that the net proceeds of such sale (after deduction of the expenses of such sale) may either be distributed among the persons who would otherwise be entitled to a fraction or fractions of a consolidated Share or Shares rateably in accordance with their rights and interests or may be paid to the Company for the Company’s benefit;

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(ii) cancel any Shares which at the date of the passing of the resolution have not been taken or agreed to be taken by any person, and diminish the amount of its share capital by the amount of the Shares so cancelled subject to the provisions of the Act; and

(iii) ……

When annual general meeting to be held.

70.

The Company shall hold a general meeting as its Annual general meeting of the Company shall be held in for each financial year and shall specify the meeting as such in the notices calling it; and such annual general meeting must be held within six months after the end of the Company’s financial year (unless a longer period would not infringe the Listing Rules, if any). The annual general meeting shall be held at such time and place (which, in the case of an electronic meeting or a hybrid meeting, includes a virtual place) as the Directors shall appoint.

Form of general meeting.

71A.

Subject to the requirements for convening physical meeting under Article 72, All all general meetings (including any annual general meeting, any extraordinary general meeting, any adjourned meeting or postponed meeting) may be held as a physical meeting in any part of the world and at one or more locations as provided in Article 76A or as a hybrid meeting or as an electronic meeting, as may be determined by the Board in its absolute discretion.

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(A) specify the time and date of the meeting;

(B) specify, save for an electronic meeting, the place of the meeting and if there are more than one Meeting Location as determined by the Board pursuant to Article 76A, the Principal Meeting Place;

(C) if the general meeting (including any such adjourned meeting or postponed meeting) is to be held in the form of a hybrid meeting or an electronic meeting, include a statement to that effect and specify details of the electronic facilities to be utilized for attendance and participation by electronic means at the meeting (which electronic facilities may vary from time to time and from meeting to meeting as the Board may in its absolute discretion deem fit) or where such details will be made available by the Company prior to the meeting; and

(D) in case of special business, particulars of the resolutions to be considered at the meeting and the general nature of that business:

and The notice convening an annual general meeting shall specify the meeting as such, and the notice convening a meeting to pass a special resolution shall specify the intention to propose the resolution as a special resolution. Notice of every general meeting shall be given in manner hereinafter mentioned or in such other manner, if any, as may be prescribed by the Company at general meeting to such persons as are, to the Auditors and to all Members other than the Member, under the provisions of these Articles or the terms of issue of the Shares they hold, are not entitled to receive such notices from the Company provided that, if permitted by the rules of the Stock Exchange, a meeting of the Company.

notwithstanding Notwithstanding that it a meeting of the Company is called by shorter notice than that specified in this Article, it shall be deemed to have been duly called if it is permitted by the Listing Rules and is so agreed:

(i)

(ii) in the case of any other meeting, by a majority in number of the Members having a right to attend and vote at the meeting, being a majority together holding not less than ninety-five per cent in nominal value of the Shares giving that right (excluding any voting rights attached to any Shares held as treasury shares).

The notice of any general meeting (including a postponed or reconvened meeting held pursuant to Article 76C) at which electronic facilities will be utilized (including any electronic meeting or hybrid meeting) shall specify the electronic facilities that will be utilized, including the procedures to be followed by any Member or other participant of the general meeting who wishes to utilize such electronic facilities for the purpose of attending, participating and voting at such meeting.

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For quorum purposes only, where a Member is a recognised clearing house (or its nominee(s)), two persons appointed by the recognised clearing house as its authorised representatives or proxies shall be deemed to constitute a quorum for all purposes of the meeting.

No business, other than the appointment of the Chairman of General Meeting, shall be transacted at any general meeting unless the requisite quorum is shall be present at the commencement of the business. Subject to Articles 76A and 76B, any Member or proxy attending and participating in a physical meeting, or an electronic meeting or a hybrid meeting by means of electronic facilities in accordance with the meeting notice is deemed to be present in person at the meeting and shall be counted in the quorum of the meeting. |

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(i) Where a Member present in person or by proxy or representative in case of a corporation is attending a Meeting Location and/or in the case of a hybrid meeting, the meeting shall be treated as having commenced if it has commenced at the Principal Meeting Place;

(ii) Member present in person or by proxy or representative in case of a corporation at a Meeting Location and/or participating in an electronic meeting or a hybrid meeting by means of electronic facilities shall be counted in the quorum for and entitled to vote at the meeting in question, and that meeting shall be duly constituted and its proceedings shall be valid provided that the Chairman of General Meeting is satisfied that adequate electronic facilities are available throughout the meeting to ensure that Members at all Meeting Locations and Members or proxies or representatives in case of a corporation participating in an electronic meeting or a hybrid meeting by means of electronic facilities are able to participate in the business for which the meeting has been convened;

(iii) where Where Members or proxies or representatives in case of a corporation attend a meeting by being present at one of the Meeting Locations and/or where Members or proxies or representatives in case of a corporation participate in an electronic meeting or a hybrid meeting by means of electronic facilities, a failure (for any reason) of the electronic facilities or communication equipment, or any other failure in the arrangements for enabling those in a Meeting Location other than the Principal Meeting Place to participate in the business for which the meeting has been convened or in the case of an electronic meeting or a hybrid meeting, the inability of one or more Members or proxies or representatives in case of a corporation to access, or continue to access, the electronic facilities despite adequate electronic facilities having been made available by the Company, shall not affect the validity of the meeting or the resolutions passed thereat, or any business conducted thereat or any action taken pursuant to such business provided that there is a quorum present throughout the meeting; and

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(iv) if If any of the Meeting Locations is outside Hong Kong not in the same jurisdiction as the Principal Meeting Place and/or in the case of a hybrid meeting, the provisions of these Articles concerning the service and giving of notice for the meeting, and the time for lodging proxies, shall apply by reference to the Principal Meeting Place; and in the case of an electronic meeting, the time for lodging instruments appointing proxies shall be as stated in the notice for the meeting; and

(v) All persons seeking to attend and participate in an electronic meeting or a hybrid meeting shall be responsible for maintaining adequate facilities to enable them to do so. Subject to Article 76C, any inability of a person or persons to attend or participate in a general meeting by way of electronic facilities shall not invalidate the proceedings of and/or resolutions passed at that meeting.

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76C. If it appears to the Chairman of General Meeting that:

(a)
(b) in the case of an electronic meeting or a hybrid meeting, electronic facilities being made available by the Company have become inadequate or are otherwise not sufficient to allow the meeting to be conducted substantially in accordance with the provisions set out in the notice of the meeting and these Articles; or

(c) ……

(d) ……; or

(e) it is not possible to secure the proper and orderly conduct of the meeting,

then in each case, without prejudice to any other power which the Chairman of General Meeting may have under these Articles or at common law, the Chairman of General Meeting may, at his absolute discretion, without the consent of the meeting, and before or after the meeting has started and irrespective of whether a quorum is present, interrupt or adjourn the meeting (including adjournment for indefinite period). ……

76E.

If, after the sending of notice of a general meeting but before the meeting is held, or after the adjournment or postponement of a meeting but before the adjourned meeting or postponed meeting is held (whether or not notice of the adjourned meeting or postponed meeting is required), the Board, in its absolute discretion, considers that it is inappropriate, impracticable, unreasonable or undesirable for any reason to hold the general meeting on the date or at the time or place or by means of electronic facilities specified in the notice calling the meeting, it may (a) postpone or change the meeting to another date and/or time and/or (b) change the place and/or the electronic facilities and/or form mode of the meeting (including, without limitation, a physical meeting, an electronic meeting or a hybrid meeting), without approval of the Members. Without prejudice to the generality of the foregoing, the Board shall have the power to provide in every notice calling a general meeting the circumstances in which such a postponement or change of the relevant general meeting may occur automatically without further notice, including without limitation where a Bad Weather Signal gale warning or black rainstorm warning or other similar event is in force at any time on the day of the meeting. This Article shall be subject to the following:

(i) when either (1) a meeting is postponed or changed, or (2) there is a change in the place and/or electronic facilities and/or mode form of the meeting, the Company shall (A) shall endeavour to post publish a notice of such postponement or change on the Company’s Website and the Stock Exchange’s website as soon as reasonably practicable (provided that failure to post publish such a notice shall not affect the automatic postponement or automatic change of such meeting); and (B) when only the mode of the meeting or electronic facilities specified in the notice is/are changed, shall notify the Members of the details of such change in such manner as the Board may determine; and (C) when a meeting is postponed or changed in accordance with this Article, subject to and without prejudice to Article 79, unless already specified in the original notice of the meeting or included in the notice posted published on the Company’s Website above, the Board shall fix the date, time, place (if applicable), mode and/or electronic facilities (if where applicable) for the postponed or changed meeting and shall notify the Members of such details in such manner as the Board may determine, and specify the date and time by which instruments appointing proxies shall be submitted in order to be valid at such postponed or changed meeting (provided that any instrument appointing proxy submitted for the original meeting shall continue to be valid for the postponed or changed meeting unless revoked or replaced by a new instrument appointing proxy), and shall give the Members reasonable notice (given the circumstances) of such details in such manner as the Board may determine; and

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(ii) only the business set out in the notice of the original meeting shall be transacted at the reconvened meeting, notice of the business to be transacted at the postponed or changed meeting shall not be required, nor shall any accompanying documents be required to be recirculated, provided that the business to be transacted at the postponed or changed meeting is the same as that set out in the original notice of general meeting circulated to the Members.

76F.

All persons seeking to attend and participate in an electronic meeting or a hybrid meeting shall be responsible for maintaining adequate facilities to enable them to do so. ……

When if quorum not present meeting to be dissolved and when to be adjourned.

77.

Subject to Article 76C, if if within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of Members, shall be dissolved, but in any other case it shall stand adjourned to the same day in the next week (or if it is not a business day, to the next business day) and at such time and (where applicable) such place(s) and in such mode form and manner referred to in Article 73 as shall be decided by the Directors, and if at such adjourned meeting a quorum is not present within half an hour from the time appointed for holding the meeting, the Members present in person shall be a quorum and may transact the business for which the meeting was called.

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Method of voting. 80.

At any general meeting a resolution put to the vote of the meeting shall be decided by way of a poll save that the Chairman of General Meeting may, in good faith, decide to 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 by proxy(ies) shall have one vote provided that where more than one proxy is appointed by a Member which is a recognised clearing house (or its nominees), each such proxy shall have one vote on a show of hands.

For the purposes of these Articles this Article, procedural and administrative matters are those that: (i) are not on the notice of the general meeting or in any supplementary circular that may be issued by the Company to its Members; and (ii) relate to the duties of the Chairman of General Meeting to maintain the orderly conduct of the meeting and/or allow the business of the meeting to be properly and effectively dealt with, whilst allowing all Members a reasonable opportunity to express their views or such other matters as may be set out in the Listing Rules from time to time. Votes (whether on a show of hands or by way of poll) may be cast by such means, electronic or otherwise, as the Directors or the Chairman of General Meeting may determine.

……

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(b) The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority shall be deposited at the registered office of the Company or at such other place as is specified in or by way of a note to or in any document accompanying the notice of convening the meeting or in any notice of any adjournment or postponement or, in either case, in the instrument of proxy issued by the Company, or if the Company has provided an electronic address in accordance with Article 92(a), shall be received at the electronic address so specified, not less than twenty-four forty-eight hours (or such longer period as the Directors may decide but not more than the maximum limit as may from time to time be permitted by the Act) before the time for holding the meeting or adjourned meeting or postponed meeting (as the case may be) at which the person named in such instrument proposes to vote, or, in the case of a poll taken subsequent to the date of a meeting or adjourned meeting or postponed meeting, not less than forty-eight hours before the time appointed for the taking of the poll, and in default the instrument of proxy shall not be treated as valid and the appointee under such instrument of proxy shall not be entitled to vote in respect of the Shares in question, provided always that (i) the Chairman of General Meeting may at his discretion direct that an instrument of proxy shall be deemed to have been duly deposited upon receipt of written confirmation from the appointor that the instrument of proxy duly signed is in the course of transmission to the Company; and (ii) the Board may decide, either generally or in any particular case, to treat a proxy appointment as valid notwithstanding that the appointment or any of the information required under these Articles has not been received in accordance with the requirements of these Articles. No instrument appointing a proxy shall be

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valid after the expiration of twelve months from the date of its execution, except at an adjourned meeting or postponed meeting in cases where the meeting was originally held within twelve months from such date. Delivery of any instrument appointing a proxy shall not preclude a Member from attending and voting in person at the meeting or poll concerned and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

Form of proxy.
93.
Every instrument of proxy, whether for a specified meeting or otherwise, shall be in such form as the Directors may from time to time approve provided that, in any event, such form shall include a provision whereby the Shareholder may, if he so elects, indicate whether his proxy is directed to vote for or against (or in default of instructions or in the event of conflicting instructions, to exercise his discretion in respect of) the resolution in question.

Authority under instrument appointing proxy.
94.
The instrument appointing a proxy to vote at a general meeting shall: (i) be deemed to confer authority to demand or join in demanding a poll and to vote on any resolution (including any amendment of to a resolution) put to the meeting for which it is given as the proxy thinks fit; and (ii) unless the contrary is stated therein, be valid as well for any adjournment or postponement of the meeting as for the meeting to which it relates, provided that the meeting was originally held within twelve months from such date.

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(ii) Where a recognised clearing house (within the meaning of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) or any legislation in Hong Kong substituted therefor from time to time) or its nominee(s) is a holder of any securities of any one class of the Company, it may authorise such person or persons as it thinks fit to act as its representative(s) or proxy(ies) at any general meetings of the Company or any meetings of any class of holders of any securities of the Company, as the case may be, provided that, if more than one person is so authorised, the instrument appointing proxy(ies) or authorisation or proxy form must specify the number and class of securities of the Company in respect of which each such person is so authorised. The person so authorised will be deemed to have been duly authorised without the need of producing any documents of title, notarized authorisation and/or further evidence for substantiating the facts that it is duly authorised and will be entitled to exercise the same rights and powers specified in such authorisation on behalf of the recognised clearing house or its nominee(s) as that clearing house or its nominee(s) could exercise as if it were an individual holder of any securities of the Company holding the number and class of Shares specified in such instruments appointing proxy(ies) or authorisation, including the right to speak and vote individually on a show of hands or on a poll, notwithstanding any contrary provision contained in these Articles.

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(c) An alternate Director shall (except when absent from the relevant territories), be entitled to receive notices of meetings of the Directors (or meetings of a committee of the Board to whom his appointor is a member) and shall be entitled to attend and vote as a Director and be counted in the quorum at any such meeting at which the Director appointing him is not personally present and generally at such meeting to perform all the functions of his appointor as a Director and for the purpose of the proceedings at such meeting as alternate for more than one Director his voting rights shall be cumulative. Every person acting as an alternate Director shall have one vote for each Director for whom he acts as an alternate (in addition to his own vote if he is also a Director). If he shall be himself a Director or shall attend any such meeting as an alternate for more than one Director his voting rights shall be cumulative and he needs not use all his votes or cast all the votes he uses in the same way. If his appointor is for the time being absent from Hong Kong or otherwise not available or unable to act, his signature to any resolution in writing of the Directors shall be as effective as the signature of his appointor. To such extent as the Directors may from time to time determine in relation to any committee of the Directors, the foregoing provisions of this paragraph shall also apply mutatis mutandis to any meeting of any such committee of which his appointor is a member. An alternate Director shall not, save as aforesaid, have power to act as a Director nor shall he be deemed to be a Director for the purposes of these Articles, save as aforesaid and insofar as they relate to the duties and obligations of a Director when performing the functions of the Director for whom he is appointed as the alternate, in which case he shall be responsible to the Company for his acts and defaults.

(d) ……

DETAILS OF THE PROPOSED AMENDMENTS TO

ARTICLES OF ASSOCIATION

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effective and binding on the Members. The Board may resolve that no such assets shall be made available to the Members with registered addresses in any particular territory or territories where, in the absence of a registration statement or other special formalities, such distribution of assets would or might, in the opinion of the Board, be unlawful or impracticable and in such event the only entitlement of the Members aforesaid shall be to receive cash payments as aforesaid. Members affected as a result of the foregoing sentence shall not be or be deemed to be a separate class of Members for any purpose whatsoever.

Payment by wire transfer or by post.
155.
Unless otherwise directed by the Directors, any dividend or bonus may be paid by wire transfer to the holder or by cheque or warrant sent through the post to the registered address of the Member entitled, or, in case of joint holders, to the registered address of that one whose name stands first in the register in respect of the joint holding or to such person and to such address as the holder or joint holders may in writing direct. ……

Unclaimed dividend.
156.
All dividends or bonuses unclaimed for one year after having been declared may be invested or otherwise made use of by the Directors for the benefit of the Company until claimed and the Company shall not be constituted a trustee in respect thereof.

All dividends or bonuses unclaimed for six years after having been declared may be forfeited by the Directors and shall revert to the Company and after such forfeiture no Member or other person shall have any right to or claim in respect of such dividends or bonuses.

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(iv) ……

(b)

Service of notice.

165.

Any notice or document to be given or issued under these Articles shall be in writing (which may or may not be in a transitory form and may be recorded or stored in any digital, electronic, electrical, magnetic or other retrievable form or medium and information in visible and legible form (including an electronic communication and publication on a computer network) whether having physical substance or not) and may be served or delivered by the Company by any of the following means subject to and to such extent permitted by and in accordance with the Act, the Listing Rules and any applicable laws, rules and regulations:

(a) by serving it personally at the registered address of such Member as appearing in the register; or

(b) by sending it through the post in a properly prepaid letter, envelope or wrapper addressed to a Member or a debenture holder at his registered address as appearing in the register of members or debenture holders (as the case may be), or in the case of other entitled person, to such address as that other person may provide to the Company for such purpose (in each case, shall be sent by airmail where the notice or document is posted from one country to another); or

(c) ……

(d) by advertisement in an English language newspaper and a Chinese language newspaper in Hong Kong the manner specified in accordance with the Listing Rules; or

(e) to the extent permitted by the Listing Rules and all applicable laws and regulations, by electronic means by transmitting it as an electronic communication to the entitled person at such to any electronic number or address or website as he the entitled person may have provided to the Company; or

(f) by publishing it on the Company’s Website and the Stock Exchange’s website.

When notice deemed to be served.

167.

Any notice or document (including any “corporate communication” within the meaning ascribed thereto in the Listing Rules) given or issued by or on behalf of the Company:

(a) ……

(b) ……

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(c) if published by way of a newspaper advertisement, shall be deemed to have been served on the day of issue of the official publication and/or newspaper(s) in which the advertisement is published (or on the last day of issue if the publication and/or newspaper(s) are published on different dates) date on which it is advertised in one English language newspaper and one Chinese language newspaper in Hong Kong;

(d) if sent as an electronic communication, shall be deemed to have been served and delivered on the day following that on which it is successfully transmitted or at such later time as may be prescribed by the Listing Rules or any applicable laws or regulations, and it shall not be necessary for the receipt of the electronic transmission to be acknowledged by the recipient at the time when the notice or document is transmitted electronically in any form through any information system provided that no notification that the electronic communication has not reached its recipient has been received by the sender, except that any failure in transmission beyond the sender’s control shall not invalidate the effectiveness of the notice or document being served; and

(e) if published on the Company’s Website and/or the Stock Exchange’s website, shall be deemed to have been served on the day on which the notice or, document or publication is published on the Company’s Website and/or the Stock Exchange’s website.

(c) Subject to the Act and as authorised by the Memorandum of Association, the Company may purchase and maintain for any officer of the Company (i) insurance against any liability to the Company, an associated company or any other party in respect of any negligence, default, breach of duty or breach of trust (save for fraud) of which he may be guilty in relation to the Company or an associated company; and (ii) insurance against any liability incurred by him in defending any proceedings, whether civil or criminal, taken against him for any negligence, default, breach of duty or breach of trust (including fraud) of which he may be guilty in relation to the Company or an associated company. In this Article 180(c), “associated company” in relation to the Company means any company that is the Company’s subsidiary or holding company or a subsidiary of the Company’s holding company.

Fiscal Year. 181.

The Fiscal Year of the Company shall be prescribed by the Directors and may, from time to time, be changed by them Unless the Directors otherwise prescribe, the financial year of the Company shall end on 31 December in each year and shall begin on 1 January in each year.

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NOTICE OF EXTRAORDINARY GENERAL MEETING

Tomson Group

TOMSON GROUP LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 258)

NOTICE IS HEREBY GIVEN THAT the Extraordinary General Meeting of Tomson Group Limited (the "Company") will be held as a physical meeting only at Monaco Room, Basement 1, Regal Hongkong Hotel, 88 Yee Wo Street, Causeway Bay, Hong Kong on Thursday, 4th June, 2026 at 11:30 a.m. (or as soon thereafter as the annual general meeting of the Company convened at the same place and on the same day shall have been concluded or adjourned) for the purpose of considering and, if thought fit, pass (with or without modification) the following resolution as a special resolution:

"That

(a) the proposed amendments to the existing articles of association of the Company (the "Proposed Amendments"), the details of which are set out in Appendix I to the circular of the Company dated 12th May, 2026 in respect of this Meeting and form part of the notice convening this Meeting, be and are hereby approved;

(b) the amended and restated articles of association of the Company incorporating all the Proposed Amendments (the "New Articles of Association") (a copy of which has been produced to this Meeting marked "A" and initialed by the chairman of this Meeting for identification purpose) be and are hereby approved and adopted as the new articles of association of the Company in substitution for and to the exclusion of the existing articles of association of the Company with immediate effect upon the close of this Meeting; and

(c) any one Director or company secretary of the Company be and is hereby authorised to do all such things and take all such actions as he/she may consider necessary or desirable for the purpose of giving effect to the Proposed Amendments and the adoption of the New Articles of Association, including but not limited to attending to the necessary filings with the Registrar of Companies in the Cayman Islands and Hong Kong."

By Order of the Board of

TOMSON GROUP LIMITED

Lee Yuen Han

Company Secretary

Hong Kong, 12th May, 2026

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notes:

1. In order to determine the eligibility to attend and vote at the Extraordinary General Meeting, the register of members of the Company will be closed from Friday, 29th May, 2026 to Thursday, 4th June, 2026, both days inclusive. In order to be eligible to attend and vote at the Extraordinary General Meeting, all transfers documents accompanied by the relevant share certificates must be lodged with the Company’s share registrar in the Hong Kong Special Administrative Region (“Hong Kong”) of the People’s Republic of China, Tricor Investor Services Limited, at 17/F., Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 4:30 p.m. on Thursday, 28th May, 2026 for registration.

2. A member of the Company entitled to attend and vote at the Extraordinary General Meeting is entitled to appoint one or more proxies to attend and vote in his stead. A proxy need not be a member of the Company but must attend the Extraordinary General Meeting in person to represent the member.

3. In order for it to be valid, the completed form of proxy, accompanied by a power of attorney or other authority (if any) under which it is signed, or a notarially certified copy thereof, must be deposited at the office of the Company in Hong Kong at Rooms 1507-12, 15th Floor, Wing On Centre, 111 Connaught Road Central, Hong Kong not later than 11:30 a.m. on Wednesday, 3rd June, 2026 (or not less than 24 hours before the time appointed for holding of the Extraordinary General Meeting or any adjournment of that meeting, as the case may be). Completion and delivery of the form of proxy will not preclude you from attending and voting at the Extraordinary General Meeting or any adjournment of that meeting (as the case may be) in person, if you so wish, and in such event, the form of proxy will be deemed to be revoked.

4. Subject to any special rights, privileges or restrictions as to voting for the time being attached to any class or classes of shares, at any general meeting on a poll, every member (no matter present in person or by proxy or (being a corporation) by a duly authorised representative) shall have one vote for every fully-paid share of which he is the holder.

5. In the case of joint holders of a share, any one of such persons may vote at any meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders are present at any meeting personally or by proxy, the vote of that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share will be accepted to the exclusion of the votes of the other joint holder(s).

6. A circular of the Company dated 12th May, 2026 regarding the Proposed Amendments is published on the Company’s website (www.tomson.com.hk) and the HKEXnews website of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) together with this notice.

7. The articles of association of the Company are written in English and the Chinese version of the Proposed Amendments is a translation for reference only. Should there be any discrepancies, the English version will prevail.

8. Please pay attention to the meeting arrangements in times of bad weather stated in the circular of the Company dated 12th May, 2026.

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