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

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to any aspect of this circular or as to the action to be taken you should consult a stockbroker or other registered dealer in securities bank manager solicitor professional accountant or other professional adviser.If you have sold or transferred all your shares in TOMO Holdings Limited (the “Company”) you should at once hand this circular together with the accompanying form of proxy to the purchaser or transferee or to the bank stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.TOMO HOLDINGS LIMITED万马控股有限公司 (incorporated in the Cayman Islands with limited liability) (Stock Code: 6928) GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES RE-ELECTION OF DIRECTORS RE-APPOINTMENT OF AUDITORS AND NOTICE OF ANNUAL GENERAL MEETING Capitalised terms used in the lower portion of the front and inside cover pages shall have the same respective meanings as those defined in the section headed “Definitions” in this circular.A notice convening the of the Company be held at 22/F Euro Trade Centre 13–14 Connaught Road Central Central Hong Kong on Friday 28 June 2024 at 10:00 a.m. is set out on pages 14 to 18 of this circular. Whether or not you are able to attend the AGM you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Hong Kong branch share registrar and transfer office of the Company Tricor Investor Services Limited 17/F Far East Finance Centre 16 Harcourt Road Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the AGM. The completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof if you so wish. 30 May 2024CONTENTS Page DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 LETTER FROM THE BOARD Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Proposed Grant of General Mandates to Issue and Repurchase Shares . . . . . . . . . . 3 Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Re-appointment of Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Closure of Register of Members. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Voting by Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 APPENDIX I — EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . 7 APPENDIX II — DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 This circular is prepared in both English and Chinese. In the event of any inconsistency the English text of this circular shall prevail.– i –DEFINITIONS In this circular unless the context requires otherwise the following expressions have the following meanings: “AGM” or “Annual General the annual general meeting of the Company to be held atMeeting” 22/F Euro Trade Centre 13–14 Connaught Road Central Central Hong Kong on Friday 28 June 2024 at 10:00 a.m. “AGM Notice” the notice convening the AGM set out on pages 14 to 18 of this circular “Articles” the articles of association of the Company as amended from time to time “associate(s)” has the same meaning as defined in the Listing Rules “Board” the board of Directors “Company” TOMO Holdings Limited an exempted company incorporated in the Cayman Islands with limited liability and the Shares of which are listed on the Main Board of the Stock Exchange (stock code: 6928) “connected person(s)” has the same meaning as defined in the Listing Rules “Director(s)” director(s) of the Company “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 PRC “Issue Mandate” a general and unconditional mandate proposed to be granted to the Directors at the AGM to exercise all powers of the Company to allot issue and deal with the Shares of the Company as set out in resolutions 5 and 7 of the AGM Notice “Latest Practicable Date” 24 May 2024 being the latest practicable date prior to the printing of this circular for ascertaining certain information for inclusion in this circular “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange – 1 –DEFINITIONS “PRC” the People’s Republic of China and for the purpose of this circular excluding Hong Kong the Macau Special Administrative Region of the PRC and Taiwan “Repurchase Mandate” a general and unconditional mandate proposed to be granted to the Directors at the AGM to exercise all powers of the Company to repurchase the Shares as set out in resolution 6 of the AGM Notice “SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) as amended or supplemented from time to time “Share(s)” ordinary share(s) of HK$0.01 each in the share capital of the Company “Shareholders” holder(s) of Share(s) “Stock Exchange” The Stock Exchange of Hong Kong Limited “Takeovers Code” the Code on Takeovers and Mergers and Share Buy-back as amended from time to time and approved by the Securities and Futures Commission of Hong Kong “%” per cent.– 2 –LETTER FROM THE BOARD TOMO HOLDINGS LIMITED万马控股有限公司 (incorporated in the Cayman Islands with limited liability) (Stock Code: 6928) Executive Directors: Registered office: Mr. Tsang Chun Ho Anthony Cricket Square Hutchins Drive Non-executive Directors: P.O. Box 2681 Mr. Choi Tan Yee Grand Cayman KY1-1111 Cayman Islands Independent non-executive Directors: Mr. Cheng Wai Hei Principal place of business Mr. Lam Chi Wing in Hong Kong: Room 802 8/F. LKF29 29 Wyndham Street Central Hong Kong 30 May 2024 To the Shareholders Dear Sir or Madam GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES RE-ELECTION OF DIRECTORS RE-APPOINTMENT OF AUDITORS AND NOTICE OF ANNUAL GENERAL MEETING INTRODUCTION The purpose of this circular is to provide you with information relating to the resolutions to be proposed at the AGM among other things (i) the granting of general mandates to the Directors to issue and repurchase Shares; (ii) the re-election of Directors; and (iii) the re-appointment of auditors of the Company. These resolutions will be proposed at the AGM and are set out in the AGM Notice as contained in this circular.PROPOSED GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES At the AGM separate ordinary resolutions will be proposed to grant the general mandates to the Directors (i) to allot issue and otherwise deal with the Shares not exceeding in aggregate – 3 –LETTER FROM THE BOARD 20% of the aggregate number of Shares in issue as at the date of the passing of such resolution; (ii) to repurchase the Shares which does not exceed 10% of the aggregate number of Shares in issue as at the date of passing of such resolution; and (iii) the general extension mandate after the Repurchase Mandate is granted to add the aggregate amount of the Shares repurchased by the Company pursuant to the Repurchase Mandate to the Issue Mandate subject to a maximum of 10% of the aggregate number of Shares in issue as at the date of passing of the resolution for approving the Issue Mandate.Based on 450000000 Shares in issue as at the Latest Practicable Date and assuming that no further Shares are repurchased or issued prior to the AGM subject to the passing of the ordinary resolution for approving the Issue Mandate and the Repurchase Mandate the Directors will be authorised to allot issue and deal with up to a limit of 90000000 Shares pursuant to the Issue Mandate and repurchase 45000000 Shares pursuant to the Repurchase Mandate.An explanatory statement required by the Listing Rules to be sent to the Shareholders in connection with the Repurchase Mandate is set out in Appendix I to this circular. The explanatory statement contains all the information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the relevant proposed ordinary resolution for the grant of the Repurchase Mandate at the AGM.The Issue Mandate the Repurchase Mandate and the general extension mandate if granted at the AGM will remain in effect until the earliest of (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by law or the Articles to be held; and (iii) the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders in a general meeting of the Company.RE-ELECTION OF DIRECTORS Pursuant to Articles 83(3) and 84(1) of the Articles Mr. Cheng Wai Hei and Mr. Lam Chi Wing will retire from office as Directors at the AGM and being eligible offer themselves for re-election.The Board upon the recommendation of the nomination committee of the Board proposed Mr. Cheng Wai Hei and Mr. Lam Chi Wing as the retiring Directors to stand for re-election as Directors at the AGM. The Board considers that Mr. Cheng Wai Hei and Mr. Lam Chi Wing are independent in accordance with the independence guidelines set out in the Listing Rules and considers that Mr. Cheng Wai Hei and Mr. Lam Chi Wing will continue to bring valuable business experience knowledge and professionalism to the Board for its efficient and effective functioning and diversity.Particulars of the Directors proposed to be re-elected at the AGM are set out in Appendix II to this circular.– 4 –LETTER FROM THE BOARD RE-APPOINTMENT OF AUDITORS Prism Hong Kong and Shanghai Limited will retire as auditors of the Company at the AGM and being eligible offer themselves for re-appointment.The Board upon the recommendation of the audit committee of the Board proposed to re-appoint Prism Hong Kong and Shanghai Limited as auditors of the Company and to hold office until the conclusion of the next annual general meeting of the Company.ANNUAL GENERAL MEETING The notice convening the AGM at which ordinary resolutions will be proposed inter alia the Issue Mandate and the Repurchase Mandate; the re-election of Directors; and the re-appointment of auditors of the Company are set out on pages 14 to 18 of this circular.A form of proxy for the AGM is enclosed herewith. Whether or not you intend to be present at the AGM you are requested to complete the form of proxy and return it to the Hong Kong branch share registrar and transfer office of the Company Tricor Investor Services Limited 17/F Far East Finance Centre 16 Harcourt Road Hong Kong in accordance with the instructions printed thereon not less than 48 hours before the time fixed for the AGM. The completion and return of the form of proxy will not preclude you from attending and voting at the AGM in person if you so wish.CLOSURE OF REGISTER OF MEMBERS For determining the entitlement to attend and vote at the forthcoming AGM the register of members of the Company will be closed from Tuesday 25 June 2024 to Friday 28 June 2024 both dates inclusive during which period no transfer of shares can be registered. In order to be eligible to attend and vote at the Annual General Meeting all transfers accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar and transfer office in Hong Kong Tricor Investor Services Limited at 17/F Far East Finance Centre 16 Harcourt Road Hong Kong for registration not later than 4:30 p.m. on Monday 24 June 2024.VOTING BY POLL Pursuant to Rule 13.39(4) of the Listing Rules and Article 66 of the Articles of Association of the Company the voting of the Shareholders at the AGM must be taken by poll except where the chairman of the meeting in good faith decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. The chairman of the AGM will therefore demand a poll for all resolutions to be put to the vote at the meeting pursuant to the Articles. An announcement on the poll vote results will be made by the Company after the AGM.– 5 –LETTER FROM THE BOARD 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.RECOMMENDATION The Directors consider that the granting of the Issue Mandate and the Repurchase Mandate are in the best interests of the Company and the Shareholders as a whole. Accordingly the Directors recommend that all Shareholders should vote in favour of all resolutions approving such matters.The Board is pleased to recommend the retiring Directors to be re-elected as the Directors at the AGM. In addition the Board also recommends all Shareholders to vote in favour of re-appointing Prism Hong Kong and Shanghai Limited as auditors of the Company.Yours faithfully For and on behalf of the Board TOMO Holdings Limited Mr. Tsang Chun Ho Anthony Executive Director – 6 –APPENDIX I EXPLANATORY STATEMENT This appendix serves as an explanatory statement as required by the Listing Rules to provide you with the requisite information for your consideration of the Repurchase Mandate. 1. STOCK EXCHANGE RULES FOR REPURCHASES OF SHARES The Listing Rules permit companies with a primary listing on the Stock Exchange to repurchase their shares on the Stock Exchange subject to certain restrictions.The Listing Rules provide that all proposed repurchases of shares by a company with a primary listing on the Stock Exchange must be approved by shareholders in advance by an ordinary resolution at a general meeting either by way of a general mandate or by a specific approval of a particular transaction and that the shares to be repurchased must be fully paid up. 2. SHARE CAPITAL As at the Latest Practicable Date the issued share capital of the Company comprised 450000000 Shares. Subject to the passing of the relevant ordinary resolutions granting the Repurchase Shares and on the basis that no further Shares are issued or repurchased before the AGM the Directors would be authorised to exercise the powers of the Company to repurchase a maximum of 45000000 Shares being 10% of the number of Shares in issue as at the date of the AGM. The Shares repurchased by the Company shall subject to applicable law be automatically cancelled upon such repurchase. 3. REASONS FOR REPURCHASE The Directors believe that the Repurchase Mandate is in the best interests of the Company and the Shareholders to have a general authority from the Shareholders to enable the Directors to repurchase Shares in the market. Such repurchases may depending on market conditions and funding arrangements at the time lead to an enhancement of the net asset value of the Company and/or its earnings per share and will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders. 4. FUNDING AND EFFECT OF REPURCHASES Repurchases made pursuant to the Repurchase Mandate would be funded out of funds legally available for such purpose in accordance with the memorandum of association of the Company the Articles the Listing Rules and the applicable laws of the Cayman Islands.Under the Listing Rules a listed company may not repurchase its own shares listed on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange as amended from time to time.– 7 –APPENDIX I EXPLANATORY STATEMENT The Directors consider that if the Repurchase Mandate was to be exercised in full there might be a material adverse effect on the working capital and/or the gearing position of the Company as compared with the position as at 31 December 2022 being the date of its latest published audited combined financial statements. However the Directors do not intend to exercise the Repurchase Mandate to such an extent as would in the circumstances have a material adverse effect on the working capital requirements or the gearing position of the Company. 5. UNDERTAKING OF THE DIRECTORS The Directors have undertaken to the Stock Exchange to exercise the Repurchase Mandate in accordance with the Listing Rules the memorandum of association of the Company the Articles and the applicable laws of the Cayman Islands. 6. CONSEQUENCE If a Shareholder’s proportionate interest in the voting rights of the Company increases on the Company exercising its powers to repurchase Shares pursuant to the Repurchase Mandate such an increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. As a result a Shareholder or group of Shareholders acting in concert (as defined in the Takeovers Code) could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 of the Takeovers Code.As at the Latest Practicable Date the substantial Shareholders (as defined in the SFO) were: Approximately percentage of Number of shareholding Capacity/Nature of Shares held of the Name of Shareholders interest (Note 1) Company Mr. Lu Yongde Interest in controlled 230100000 (L) 51.13% corporation (Note 2) Billion Legend Beneficial owner 230100000 (L) 51.13% Company Limited (Note 2) (“Billion Legend”) Notes: (1) The Letter “L” denotes the person’s long position in the relevant Shares. (2) The entire issued share capital Billion Legend is legally and beneficially owned as to 100% by Mr. Lu Yongde. Accordingly Mr. Lu Yongde is deemed to be interested in 230100000 Shares held by Billion Legend by virtue of the SFO.– 8 –APPENDIX I EXPLANATORY STATEMENT The Directors will not exercise the power to repurchase the Shares on the Stock Exchange pursuant to the Repurchase Mandate if the repurchase would result in the number of the listed securities which are in the hands of the public falling below 25% being the relevant minimum prescribed percentage for the Company as required by the Stock Exchange. 7. SHARE PURCHASED BY THE COMPANY The Company has not purchased any of its Shares (whether on the Stock Exchange or otherwise) during the year ended 31 December 2023. 8. DIRECTORS THEIR ASSOCIATES AND CONNECTED PERSON None of the Directors and to the best of their knowledge having made all reasonable enquiries none of their respective associates (as defined in the Listing Rules) have any present intention in the event that the proposal on the Repurchase Mandate is approved by Shareholders to sell Shares to the Company or its subsidiaries.No core connected persons of the Company (as defined in the Listing Rules) have notified the Company that they have a present intention to sell Shares to the Company nor have undertaken not to do so in the event that the Repurchase Mandate is approved by the Shareholders.– 9 –APPENDIX I EXPLANATORY STATEMENT 9. SHARE PRICES The highest and lowest prices at which the Shares have been traded on the Stock Exchange preceding the Latest Practicable Date were as follows: Trading price Highest Lowest HK$ HK$ 2023 May 1.55 1.1 June 1.69 1.18 July 1.13 0.66 August 0.94 0.64 September 0.64 0.49 October 0.53 0.345 November 0.415 0.335 December 0.365 0.28 2024 January 0.295 0.13 February 0.146 0.111 March 0.54 0.1 April 0.34 0.26 May (up to the Latest Practicable Date) 0.28 0.26 – 10 –APPENDIX II DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED Stated below are the details of the Directors who will retire and be eligible for re-election at the AGM in accordance with the Articles.INDEPENDENT NON-EXECUTIVE DIRECTORS Mr. Cheng Wai Hei Mr. Cheng aged 42 obtained his Bachelor’s degree of arts in accounting and finance from the Leeds Metropolitan University (currently known as Leeds Beckett University) in the United Kingdom in May 2005. He obtained his Master’s degree of business administration from The Hong Kong Polytechnic University in September 2017. He has been a fellow of the Association of Chartered Certified Accountants since October 2011. He was admitted to Graduateship of The Institute of Chartered Secretaries and Administrators (currently known as The Chartered Governance Institute) in February 2013 and has been an associate of The Hong Kong Institute of Chartered Secretaries (currently known as The Hong Kong Chartered Governance Institute) since May 2013.Mr. Cheng has over 15 years of audit financial management and company secretarial experience. He joined Shu Lun Pan Horwath Hong Kong CPA Limited as a semi-senior in the audit and assurance division in October 2006 and was transferred to BDO Limited due to a corporate merger in May 2009 with his last position as a senior associate in July 2010. He joined Inno-Tech Holdings Limited a company listed on GEM of the Stock Exchange (stock code: 8202) as a financial manager in July 2010 and was promoted to a financial controller. He also acted as the company secretary of Inno-Tech Holdings Limited from May 2013 to August 2014 and from July 2015 to November 2015 respectively. He joined Win Win Way Construction Holdings Ltd. (currently known as CT Vision S.L. (International) Holdings Limited) a company listed on the Main Board of the Stock Exchange (stock code: 994) as chief financial officer in November 2015 and also acted as its company secretary since May 2016 where he was responsible for the financial and secretarial matters of the company until July 2019. He acted as the company secretary of Chi Kan Holdings Limited a company listed on the Main Board of the Stock Exchange (stock code: 9913) from August 2020 to November 2021 where he was responsible for the secretarial matters of the company. He joined Zhicheng Technology Group Ltd. (currently known as Min Fu International Holding Limited) a company listed on GEM of the Stock Exchange (stock code: 8511) as financial controller in December 2021 and also acted as company secretary since January 2022 where he is responsible for the financial and secretarial matters of the company.Mr. Cheng has been appointed as an independent non-executive director of Carry Wealth Holdings Limited (stock code: 643) since 1 February 2023 the shares of which are listed on the Main Board of the Stock Exchange. Mr. Cheng was appointed as an independent non-executive director of Fullwealth International Group Holdings Limited (stock code: 1034) from 22 May 2023 and 14 March 2024 the shares of which are listed on the Main Board of the Stock Exchange.– 11 –APPENDIX II DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED The Company has entered into a letter of appointment with Mr. Cheng regarding his directorship for an initial term of three years. His appointment is subject to retirement by rotation and re-election pursuant to the Listing Rules and the Articles. Mr. Cheng is entitled to a fixed monthly Director’s remuneration of HK$10000 which was determined by the Board with reference to the recommendations from the remuneration committee of the Board after taking into account multiple factors including but not limited to his position and responsibilities within the Company his qualification experience and remuneration level of market peers.Mr. Cheng has confirmed that he meets the independence guidelines as set out in Rule 3.13 of the Listing Rules.Save as disclosed above as at the Latest Practicable Date Mr. Cheng (i) does not have any other interests in the Shares of the Company (within the meaning of Part XV of the SFO); (ii) does not hold any other position within the Company or its subsidiaries; (iii) does not have any other relationship with any Director senior management substantial shareholder or controlling shareholder; and (iv) did not hold any directorship in any public companies listed in Hong Kong or overseas in the past three years. Save as disclosed above there is no other information subject to disclosure under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules nor are there other matters relating to the appointment of Mr. Cheng that need to be brought to the attention of the Shareholders.Mr. Lam Chi Wing Mr. Lam aged 44 obtained a bachelor of business administration in accounting and finance degree from The University of Hong Kong in December 2003 a master of science in knowledge management degree from The Hong Kong Polytechnic University in December 2006 and a master of business administration degree from The Chinese University of Hong Kong in December 2010. He is currently a postgraduate of the Executive Master in Public Administration Hong Kong Administrative Talents Program conducted by the School of Public Policy & Management at Tsinghua University.Mr. Lam joined Li & Fung Group in September 2003 where he served as the group chief representative and general manager of Southern China of Li & Fung Development (China) Limited prior to his departure in July 2015. From June 2020 to December 2020 he was an executive director of Bonjour Holdings Limited.Mr. Lam has been a deputy to the 14th National People’s Congress (第十四届全国人大代 表) a member of each of the 12th and 13th Guangdong Provincial Committee of the Chinese People’s Political Consultative Conference (中国人民政治协商会议第十二届及第十三届广东省 委员会) and a member of each of the 11th and 12th Zhongshan Municipal Committee of the Chinese People’s Political Consultative Conference (中国人民政治协商会议第十一届及第十二届 中山市委员会). Mr. Lam is currently a vice-chairman of each of the Hong Kong Guangdong Youth Association (香港广东青年总会) the council of the Guangdong Society of Commercial Economy (广东省商业经济学会理事会) the Council for the Promotion of Guangdong-HongKong-Macao Cooperation (广东省粤港澳合作促进会) and the Federation of – 12 –APPENDIX II DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED Hong Kong ZhongShan Community Organisations Limited (香港中山社团总会). He is also currently an adjunct associate professor of the department of information systems business statistics and operations management of the Business School of The Hong Kong University of Science and Technology and co-director and an adjunct professor of the Center of Innovation Design and Entrepreneurship of the School of Management and Economics of The Chinese University of Hong Kong Shenzhen. Mr. Lam served as a part-time member of the Central Policy Unit of the Government of the Hong Kong Special Administrative Region from 2011 to 2012. Mr. Lam served as an executive director of Bonjour Holdings Limited (stock code: 653) from July 2020 to December 2020 and an independent non-executive director of Aidigong Maternal & Child Health Limited (stock code: 286) from March 2016 to December 2022 the shares of both of which are listed on the Main Board of the Stock Exchange. Mr. Lam is currently an independent non-executive director of each of Wai Hung Group Holdings Limited (stock code: 3321) Alco Holdings Limited (stock code: 328) MTT Group Holdings Limited (stock code: 2350) Space Group Holdings Limited (stock code: 2448) China Wantian Holdings Limited (stock code: 1854) Renheng Enterprise Holdings Limited (stock code: 3628) Aidigong Maternal & Child Health Limited (stock code: 286) and TOMO Holdings Limited (stock code: 6928) and Non-executive Director and Chairman of Dreameast Group Limited (stock code: 593) the shares of all of which are listed on the Main Board of the Stock Exchange. The Company has entered into a letter of appointment with Mr. Lam regarding his directorship for an initial term of three years. His appointment is subject to retirement by rotation and re-election pursuant to the Listing Rules and the Articles. Mr. Lam is entitled to a fixed monthly Director’s remuneration of HK$10000 which was determined by the Board with reference to the recommendations from the remuneration committee of the Board after taking into account multiple factors including his position and responsibilities within the Company his qualification experience and remuneration level of market peers.Mr. Lam has confirmed that he meets the independence guidelines as set out in Rule 3.13 of the Listing Rules.Save as disclosed above as at the date of this announcement Mr. Lam (i) does not have any other interests in the Shares of the Company (within the meaning of Part XV of the Securities and Futures Ordinance); (ii) does not hold any other position within the Company or its subsidiaries; (iii) does not have any other relationship with any Director senior management substantial shareholder or controlling shareholder of the Company; and (iv) did not hold any directorship in any public companies listed in Hong Kong or overseas in the past three years.Save as disclosed above there is no other information subject to disclosure under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules nor are there other matters relating to the appointment of Mr. Lam that need to be brought to the attention of the Shareholders.– 13 –NOTICE OF ANNUAL GENERAL MEETING TOMO HOLDINGS LIMITED万马控股有限公司 (incorporated in the Cayman Islands with limited liability) (Stock Code: 6928) NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN that the annual general meeting (the “Meeting”) of TOMO Holdings Limited (the “Company”) will be held at 22/F Euro Trade Centre 13–14 Connaught Road Central Central Hong Kong on Friday 28 June 2024 at 10:00 a.m. for the following purposes: As ordinary business 1. To receive consider and approve the audited financial statements of the Company and the reports of the directors (the “Directors”) and auditors of the Company for the year ended 31 December 2023; 2. To re-elect the following retiring Directors of the Company: (i) Mr. Cheng Wai Hei as an independent non-executive director (ii) Mr. Lam Chi Wing as an independent non-executive director 3. To authorize the board of Directors (the “Board”) of the Company to fix their respective remuneration for the year ending 31 December 2024; 4. To re-appoint Prism Hong Kong and Shanghai Limited as auditors of the Company and to authorise the Board of the Company to fix their remuneration for the ensuing year; As special business to consider and if thought fit to pass the following resolutions with or without amendments as ordinary resolutions: 5. “THAT:(a) subject to paragraph (c) of this Resolution pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”) the exercise by the Directors during the Relevant Period (as defined in paragraph (d) below) of all the powers of the Company to allot issue or otherwise deal with unissued shares of HK$0.01 each in the share capital of the Company and to make or grant offers agreements and options including – 14 –NOTICE OF ANNUAL GENERAL MEETING bonds and warrants to subscribe for shares of the Company which might require the exercise of such powers be and the same is hereby generally and unconditionally approved; (b) the approval in paragraph (a) of this Resolution shall authorise the Directors during the Relevant Period to make or grant offers agreements and options which might require the exercise of such powers after the end of the Relevant Period; (c) the aggregate nominal amount of share capital allotted and issued or agreed conditionally or unconditionally to be allotted and issued (whether pursuant to options or otherwise) by the Directors pursuant to the approval in paragraph (a) above otherwise than pursuant to (i) a Rights Issue (as defined below); or (ii) the exercise of any options granted under all share option schemes of the Company adopted from time to time in accordance with the Listing Rules; or (iii) any scrip dividend or similar arrangements providing for the allotment and issue of shares of the Company in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company in force from time to time; or (iv) any issue of shares of the Company upon the exercise of rights of subscription conversion or exchange under the terms of any warrants of the Company or any securities which are convertible into or exchange for shares of the Company shall not exceed the aggregate of: (aa) 20 per cent. of the aggregate number of Shares of the Company in issue as at the date of the passing of this Resolution; and (bb) (if the Directors are so authorised by a separate ordinary resolution of the shareholders of the Company) the aggregate number of shares of the Company purchased by the Company subsequent to the passing of this Resolution (up to a maximum equivalent to 10 per cent. of the aggregate number of shares of the Company in issue as at the date of the passing of this Resolution) and the authority pursuant to paragraph (a) of this Resolution shall be limited accordingly; and (d) for the purposes of this resolution: “Relevant Period” means the period from the date of the passing of this resolution until whichever is the earliest of: (i) the conclusion of the next annual general meeting of the Company; – 15 –NOTICE OF ANNUAL GENERAL MEETING (ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or the applicable law of the Cayman Islands to be held; and (iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this Resolution.“Rights Issue” means an offer of shares of the Company or offer or issue of warrants options or other securities giving rights to subscribe for shares of the Company open for a period fixed by the Directors to holders of shares of the Company on the Company’s register of members on a fixed record date in proportion to their then holdings of shares of the Company (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of or the requirements of or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of or the requirements of any jurisdiction outside Hong Kong or any recognised regulatory body or any stockexchange outside Hong Kong).” 6. “THAT:(a) subject to paragraph (b) of this Resolution the exercise by the Directors during the Relevant Period (as defined in paragraph (c) of this Resolution) of all powers of the Company to purchase shares in the capital of the Company on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or any other stock exchange on which the shares of the Company may be listed and recognized by the Securities and Futures Commission of Hong Kong (the “Commission”) and the Stock Exchange under the Hong Kong Code on Share Buy-backs issued by the Commission for such purpose and otherwise in accordance with the rules and regulations of the Commission the Stock Exchange the Companies Law Chapter 22 (Law 3 of 1961 as consolidated and revised) of the Cayman Islands and all other applicable laws in this regard be and the same is hereby generally and unconditionally approved; (b) the aggregate number of shares of the Company which may be repurchased or agreed to be repurchased by the Company pursuant to the approval in paragraph (a) of this Resolution during the Relevant Period shall not exceed 10 per cent. of the aggregate number of shares of the Company in issue as at the date of the passing of this Resolution and the authority pursuant to paragraph (a) of this Resolution shall be limited accordingly; and – 16 –NOTICE OF ANNUAL GENERAL MEETING (c) for the purposes of this Resolution: “Relevant Period” means the period from the pass of this resolution until whichever is the earliest of: (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within the next annual general meeting of the Company is required by the articles of association of the Company or the applicable law of the Cayman Islands to be held; and (iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors bythis resolution.” 7. “THAT conditional on the passing of resolutions numbered 5 and 6 above the generalmandate granted to the Directors pursuant to paragraph (a) of resolution numbered 5 above be and it is hereby approved to be extended by adding to the aggregate nominal amount of the shares of the Company which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to or in accordance with such general mandate of an amount representing the aggregate nominal amount of the share capital of the Company purchased by the Company pursuant to or in accordance withthe authority granted under paragraph (a) of resolution numbered 6 above.” By Order of the Board TOMO Holdings Limited Tsang Chun Ho Anthony Executive Director Hong Kong 30 May 2024 Notes: (1) Any member of the Company (the “Member”) entitled to attend and vote at the Meeting or its adjourned meeting (as the case may be) is entitled to appoint one or more proxies (if such member is the holder of two or more shares in the Company) to attend and on a poll vote on his/her/its behalf subject to the provisions of the articles of association of the Company. A proxy need not be a Member but must be present in person at the Meeting to represent the Member. If more than one proxy is so appointed the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed. (2) Where there are joint holders of any share of the Company any one of such joint holders may vote at the Meeting or its adjourned meeting either in person or by proxy in respect of such share as if he/she was solely entitled thereto but if more than one of such joint holders be present at any meeting the vote of the senior who tenders a vote whether in person or by proxy shall be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holding. (3) A form of proxy for use at the Meeting or its adjourned meeting is enclosed. – 17 –NOTICE OF ANNUAL GENERAL MEETING (4) To be valid the form of proxy together with the power of attorney or other authority if any under which it is signed or a certified copy of such power or authority must be deposited at the Company’s branch share registrar and transfer office in Hong Kong Tricor Investor Services Limited 17/F Far East Finance Centre 16 Harcourt Road Hong Kong not less than 48 hours before the time appointed for holding the Meeting or its adjourned meeting. Completion and return of the form of proxy will not preclude a Member from attending and voting in person at the Meeting or its adjourned meeting. (5) For determining Members’ entitlement to attend and vote at the Meeting the register of Members will be closed from Tuesday 25 June 2024 to Friday 28 June 2024 (both dates inclusive) during which period no transfer of shares of the Company will be effected. In order to qualify for attending the forthcoming Meeting all transfer documents accompanied by the relevant share certificate must be lodged with the Company’s branch share registrar and transfer office in Hong Kong Tricor Investor Services Limited 17/F Far East Finance Centre 16 Harcourt Road Hong Kong for registration not later than 4:30 p.m. on Monday 24 June 2024. (6) In relation to the proposed resolution numbered 4 above the Board concurs with the views of the audit committee of the Company and has recommended that Prism Hong Kong and Shanghai Limited be re-appointed as the auditors of the Company. (7) In relation to the proposed resolutions numbered 5 and 7 above approval is being sought from the Members for the grant to the Directors of a general mandate to authorise the allotment and issue of shares of the Company under the Listing Rules. The Directors have no immediate plans to issue any new shares of the Company. (8) In relation to the proposed resolution numbered 6 above the Directors wish to state that they will exercise the powers conferred thereby to repurchase shares of the Company in circumstances which they consider appropriate for the benefit of the Company and the Members. An explanatory statement containing the information necessary to enable Members to make an informed decision to vote on the proposed resolution as required by the Listing Rules is set out in Appendix I to the circular. (9) According to Rule 13.39(4) of the Listing Rules the voting at the Meeting or its adjourned meeting will be taken by poll. (10) If tropical cyclone warning signal No. 8 or above or a “black” rainstorm warning is in effect any time after 7:00 a.m. on the date of the Meeting the Meeting will be postponed. The Company will post an announcement on the website of Company at www.thetomogroup.com and on the HKEXnews website of the Stock Exchange at www.hkexnews.hk to notify Shareholders of the date time and place of the re-scheduled meeting.If a tropical cyclone warning signal No. 8 or above or a “black” rainstorm warning signal is lowered or cancelled at or before 7:00 a.m. on the date of the Meeting and where conditions permit the Meeting will be held as scheduled.The Meeting will be held as scheduled when an amber or “red” rainstorm warning signal is in force.After considering their own situations Members should decide on their own whether or not they would attend the Meeting under any bad weather condition and if they do so they are advised to exercise care and caution.As at the date hereof the Board comprises; Mr. Tsang Chun Ho Anthony as executive Director; Mr. Choi Tan Yee as non-executive Director; Mr. Cheng Wai Hei and Mr. Lam Chi Wing as independent non-executive Directors.–18–