意见反馈

NOTICE OF ANNUAL GENERAL MEETING

2024-05-30 00:00:00

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice 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 notice.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; – 1 –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 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 – 2 –(d) for the purposes of this resolution: “Relevant Period” means the period from the date of the passing of this resolution until whichever is the earliest of: (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or the applicable law of the Cayman Islands to be held; and (iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this Resolution.“Rights Issue” means an offer of shares of the Company or offer or issue of warrants options or other securities giving rights to subscribe for shares of the Company open for a period fixed by the Directors to holders of shares of the Company on the Company’s register of members on a fixed record date in proportion to their then holdings of shares of the Company (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of or the requirements of or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of or the requirements of any jurisdiction outside Hong Kong or any recognised regulatory body or any 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; – 3 –(b) the aggregate number of shares of the Company which may be repurchased or agreed to be repurchased by the Company pursuant to the approval in paragraph (a) of this Resolution during the Relevant Period shall not exceed 10 per cent. of the aggregate number of shares of the Company in issue as at the date of the passing of this Resolution and the authority pursuant to paragraph (a) of this Resolution shall be limited accordingly; and (c) for the purposes of this Resolution: “Relevant Period” means the period from the pass of this resolution until whichever is the earliest of: (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within the next annual general meeting of the Company is required by the articles of association of the Company or the applicable law of the Cayman Islands to be held; and (iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors bythis resolution.” 7. “THAT conditional on the passing of resolutions numbered 5 and 6 above thegeneral mandate granted to the Directors pursuant to paragraph (a) of resolution numbered 5 above be and it is hereby approved to be extended by adding to the aggregate nominal amount of the shares of the Company which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to or in accordance with such general mandate of an amount representing the aggregate nominal amount of the share capital of the Company purchased by the Company pursuant to or in accordance with the authority granted under paragraph (a) ofresolution numbered 6 above.” By Order of the Board TOMO Holdings Limited Tsang Chun Ho Anthony Executive Director Hong Kong 30 May 2024 – 4 –Notes: (1) Any member of the Company (the “Member”) entitled to attend and vote at the Meeting or its adjourned meeting (as the case may be) is entitled to appoint one or more proxies (if such member is the holder of two or more shares in the Company) to attend and on a poll vote on his/her/its behalf subject to the provisions of the articles of association of the Company. A proxy need not be a Member but must be present in person at the Meeting to represent the Member. If more than one proxy is so appointed the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed. (2) Where there are joint holders of any share of the Company any one of such joint holders may vote at the Meeting or its adjourned meeting either in person or by proxy in respect of such share as if he/she was solely entitled thereto but if more than one of such joint holders be present at any meeting the vote of the senior who tenders a vote whether in person or by proxy shall be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holding. (3) A form of proxy for use at the Meeting or its adjourned meeting is enclosed. (4) To be valid the form of proxy together with the power of attorney or other authority if any under which it is signed or a certified copy of such power or authority must be deposited at the Company’s branch share registrar and transfer office in Hong Kong Tricor Investor Services Limited 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.– 5 –(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; and Mr. Cheng Wai Hei and Mr.Lam Chi Wing as independent non-executive Directors.–6–