Tomson : Annual General Meeting, Re-election of Retiring Directors and General Mandates to Buy Back Shares and to Issue New Shares

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 accompanying 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 LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 258)

ANNUAL GENERAL MEETING,

RE-ELECTION OF RETIRING DIRECTORS

AND

GENERAL MANDATES TO BUY BACK SHARES AND

TO ISSUE NEW SHARES

The notice convening the annual general meeting of Tomson Group Limited (the "Company") to be held at Monaco Room, Basement 1, Regal Hongkong Hotel, 88 Yee Wo Street, Causeway Bay, Hong Kong on Thursday, 10th June, 2021 at 11:00 a.m. (the "2021 Annual General Meeting") is set out on pages 12 to 15 of this circular.

PRECAUTIONARY MEASURES FOR THE 2021 ANNUAL GENERAL MEETING

To safeguard the health and safety of the shareholders of the Company and to prevent the spreading of the COVID-19 pandemic, the following precautionary measures will be implemented at the 2021 Annual General Meeting:

1. Compulsory body temperature checks;
2. Completion of health and travel declaration form;
3. Wearing of surgical mask before being permitted to attend, and during the attendance of, the 2021 Annual General Meeting; and
4. No refreshments or drinks to be served.

Attendees who do not comply with the precautionary measures referred to in (1) to (3) above, or who are subject to health quarantine or compulsory testing prescribed by the Government of the Hong Kong Special Administrative Region of the People's Republic of China ("Hong Kong"), or whose body temperature reading is 37.5°C or higher will be denied entry to the venue of the 2021 Annual General Meeting, at the absolute discretion of the Company.

Shareholders of the Company are reminded to carefully consider the risks of attending the 2021 Annual General Meeting in person. The Company would like to recommend the shareholders of the Company to exercise their voting rights by appointing the Chairman of the 2021 Annual General Meeting as their proxy and to return their duly completed and signed forms of proxy to the office of the Company in Hong Kong at Rooms 1507-12, 15th Floor, Wing On Centre, 111 Connaught Road Central, Hong Kong as soon as possible and in any event not later than 11:00 a.m. on Wednesday 9th June, 2021 or not less than 24 hours before the time appointed for holding any adjournment of the 2021 Annual General Meeting.

29th April, 2021

TOMSON GROUP LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 258)

Executive Directors:	Registered office:
Hsu Feng (Chairman and Managing Director)	P.O. Box 309
Albert Tong (Vice-Chairman)	Ugland House
Tong Chi Kar Charles (Vice-Chairman)	Grand Cayman
	KY1-1104
Independent Non-Executive Directors:	Cayman Islands
Cheung Siu Ping, Oscar
Lee Chan Fai	Principal Place of Business
Sean S J Wang	in the Hong Kong Special
	Administrative Region of the
	People's Republic of China
	("Hong Kong"):
	Rooms 1501-2 and 1507-12
	15th Floor, Wing On Centre
	111 Connaught Road Central
	Hong Kong
	29th April, 2021
To shareholders
Dear Sir/Madam

ANNUAL GENERAL MEETING,

RE-ELECTION OF RETIRING DIRECTORS

AND

GENERAL MANDATES TO BUY BACK SHARES AND

TO ISSUE NEW SHARES

INTRODUCTION

The annual general meeting of Tomson Group Limited (the "Company") will be held at Monaco Room, Basement 1, Regal Hongkong Hotel, 88 Yee Wo Street, Causeway Bay, Hong Kong on Thursday, 10th June, 2021 at 11:00 a.m. (the "2021 Annual General Meeting"). This circular is issued for the purposes of providing you with information relating to the following resolutions to be proposed at the 2021 Annual General Meeting and giving you the notice of the meeting:

1. to re-elect retiring Directors of the Company; and

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1. to grant general mandates to the Board of Directors of the Company (the "Board") to buy back and to issue shares of HK$0.50 each in the capital of the Company (the "Share(s)") up to a maximum of 10 per cent and 20 per cent of the aggregate number of issued Shares as at the date of the 2021 Annual General Meeting respectively and to extend the said issue mandate by adding the number of those Shares that may be bought back under the said buy-back mandate.

RE-ELECTION OF RETIRING DIRECTORS

Pursuant to Article 116 of the Articles of Association of the Company (the "Articles"), every Director of the Company shall be subject to retirement by rotation at least once every three years. Madam Hsu Feng, Mr Albert Tong and Mr Lee Chan Fai, who were re-elected as Directors at the annual general meeting of the Company held in 2018, shall therefore retire by rotation at the 2021 Annual General Meeting and, being eligible, offer themselves for re-election.

After considering the composition of the Board and the board diversity policy adopted by the Board, ordinary resolutions will therefore be proposed at the 2021 Annual General Meeting to re-elect Madam Hsu, Mr Tong and Mr Lee as Directors of the Company and the re-election of the retiring Directors of the Company will be individually and separately voted on by the shareholders of the Company. Biographical details of the retiring Directors are set out in Appendix I to this circular and their attendance records at the meetings of the Company since their last election are disclosed in the Corporate Governance Report in the Annual Reports for 2018, 2019 and 2020 of the Company.

Recommendation of the Board with respect to the Independent Non-Executive Director subject to re-election at the 2021 Annual General Meeting

Mr Lee Chan Fai has been serving on the Board as an independent non-executive Director for more than fifteen years since his appointment on 15th December, 2005. Since Mr Lee joined the Board, he has neither taken up any executive responsibilities in the Company and its subsidiaries (collectively the "Group") nor has he been involved in the day-to-day business transactions and operations of the Group. In addition, having made all necessary and reasonable enquiries, the Board is satisfied that Mr Lee has no financial, business or family relationships with any other Directors, senior management or substantial or controlling shareholders of the Company. The Board has also assessed and reviewed the written confirmation of independence of Mr Lee based on the independence criteria as set out in Rule 3.13 of the Rules Governing the Listing of Securities (the "Listing Rules") on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") and is satisfied that Mr Lee remains independent.

Having considered the selection criteria of the Company, including but not limited to gender, age, cultural and educational background, professional experience and qualifications, skills, knowledge and length of service, and also based on the board diversity policy adopted by the Board, the Board considers that Mr Lee can contribute to the diversity of the Board, in particular, with his professional experience in the field of architecture. The Board had also reviewed the performance of Mr Lee and is of the view that he has made valuable contributions to the Company, demonstrated his ability to provide independent, balanced and objective view to the Company's affairs, brought to the Board his own perspective, skills and experience as well as exercised judgment in the best interests of the Company when discharging his duties as an independent non-executive Director of the Company. The Board therefore recommends Mr Lee for re-election as an independent non-executive Director at the 2021 Annual General Meeting.

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GENERAL MANDATES

At the last annual general meeting of the Company held on 4th June, 2020, general mandates were granted to the Board to (i) buy back the issued Shares; and (ii) allot, issue and otherwise deal with additional Shares. These general mandates will expire at the conclusion of the 2021 Annual General Meeting or on revocation or variation of the approval for granting such mandates by an ordinary resolution of the shareholders of the Company, whichever is earlier.

The Board therefore proposes to seek your approval of three ordinary resolutions at the 2021 Annual General Meeting to grant it general mandates:

1. to buy back on the Stock Exchange the issued Shares up to a maximum of 10 per cent of the aggregate number of issued Shares as at the date of the 2021 Annual General Meeting (the "Share Buy-back Proposal");
2. to allot, issue and deal with additional Shares up to a maximum of 20 per cent of the aggregate number of issued Shares as at the date of the 2021 Annual General Meeting (the "Share Issue Mandate"); and
3. to extend the Share Issue Mandate by adding the number of those Shares that may be bought back under the Share Buy-back Proposal (the "Extension of Share Issue Mandate").

An explanatory statement in connection with the aforesaid general mandates is set out in Appendix II to this circular.

ANNUAL GENERAL MEETING

The notice convening the 2021 Annual General Meeting is set out on pages 12 to 15 of this circular.

Pursuant to Rule 13.39(4) of the Listing Rules and Article 80 of the Articles, all resolutions to be put to the vote at the 2021 Annual 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 2021 Annual General Meeting.

A form of proxy for use at the 2021 Annual General Meeting and the Annual Report for 2020 of the Company are being sent to the shareholders of the Company together with this circular. Whether or not you are able to attend the 2021 Annual General Meeting, please complete the accompanying 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 11:00 a.m. on Wednesday, 9th June, 2021 (or not less than 24 hours before the time appointed for holding any adjournment thereof). Completion and delivery of the form of proxy will not preclude you from attending and voting at the 2021 Annual General Meeting or any adjournment thereof 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 Monday, 7th June, 2021 to Thursday, 10th June, 2021, both days inclusive, during which period no transfer of Shares will be effected.

In order to be eligible to attend and vote at the 2021 Annual General Meeting, all transfer documents accompanied by the relevant share certificates must be lodged with the Company's share registrar in Hong Kong, Tricor Secretaries Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not later than 4:30 p.m. on Friday, 4th June, 2021 for registration.

RECOMMENDATION

The Board considers that the re-election of the retiring Directors of the Company, the Share Buy-back Proposal, the Share Issue Mandate and the Extension of Share Issue Mandate are all in the best interests of the Company and its shareholders and accordingly recommends all shareholders of the Company to vote in favour of the relevant resolutions to be proposed at the 2021 Annual General Meeting.

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	INFORMATION OF RETIRING DIRECTORS

The information of the three retiring Directors of the Company proposed to be re-elected at the

2021 Annual General Meeting is set out as follows:

1. Madam Hsu Feng, aged 70, has been a director of the Group since January 1990 and is an executive Director of the Company. She was appointed Managing Director of the Company in December 2001 and the chairman of the executive committee of the Board in June 2005. She was also elected as Chairman of the Board in December 2006.
   Madam Hsu has over ten years' experience in film production, and in property development and investment as well as retail industry in Taiwan. She has been engaged in the property development, and hospitality and leisure business in the Mainland of the People's Republic of China ("China") for nearly three decades. She is also the Honorary Consul of the Principality of Monaco in Shanghai, China.
   Madam Hsu is the mother of Mr Albert Tong and Mr Tong Chi Kar Charles, who are Vice-Chairmen of the Board and executive Directors of the Company. They all are directors of E-Shares Investments Limited ("E-Shares") and executive directors of Rivera (Holdings) Limited ("RHL"), a listed company in Hong Kong. In addition, both Madam Hsu and Mr Albert Tong are directors of King China Holdings Limited ("King China"). Madam Hsu is also the owner of E-Shares and King China and a substantial shareholder of RHL. Mr Albert Tong, Mr Tong Chi Kar Charles, E-Shares, King China and RHL are shareholders of the Company having a notifiable interest under Part XV of the Hong Kong Securities and Futures Ordinance (the "SFO").
   As at 23rd April, 2021, being the latest practicable date prior to the printing of this circular (the "Latest Practicable Date"), pursuant to the SFO, Madam Hsu was interested and taken to be interested in a total of 908,001,416 issued Shares.
   Madam Hsu Feng has entered into a service contract with the Company. She is entitled to an annual basic salary and housing allowance in aggregate of HK$8,324,000 plus other non-cash fringe benefits, as emoluments for her services in management of the Company in her capacity as the Chairman of the Board and Managing Director of the Company, as determined by the Board on recommendation of the remuneration committee of the Board with reference to her responsibilities and prevailing market conditions. In addition, she is entitled to an annual salary of RMB130,000 plus other non-cash fringe benefits (including an accommodation in Shanghai) for her services rendered to the subsidiaries of the Company in Shanghai, China as approved by the Board on recommendation of the remuneration committee of the Board.
2. Mr Albert Tong, aged 38, has been appointed an executive Director of the Company since December 2001 and a member of the executive committee and remuneration committee of the Board since June 2005. He was also elected as Vice-Chairman of the Board in December 2006. He has joined the Group and taken up directorships of the subsidiaries of the Company since March 2001. He has actively participated in the Group's business development, corporate management, property trading and securities investment during the past two decades.

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APPENDIX I	INFORMATION OF RETIRING DIRECTORS

Mr Albert Tong is a son of Madam Hsu Feng, Chairman of the Board and Managing Director of the Company, and the younger brother of Mr Tong Chi Kar Charles, Vice-Chairman of the Board and executive Director of the Company. They all are directors of E-Shares and executive directors of RHL. In addition, both Mr Albert Tong and Madam Hsu are directors of King China. He is also a shareholder of RHL. Madam Hsu Feng, Mr Tong Chi Kar Charles, E-Shares, King China and RHL are shareholders of the Company having a notifiable interest under Part XV of the SFO.

As at the Latest Practicable Date, pursuant to the SFO, Mr Albert Tong was interested in 278,981,024 issued Shares.

Mr Albert Tong has entered into a service contract with the Company. Apart from the benefit of the Company's mandatory provident fund scheme pursuant to the Hong Kong Laws, he is entitled to an annual basic salary of HK$2,600,000 plus other non-cash fringe benefits (including the provision of a fully furnished accommodation), as emoluments for his services in management of the Company in his capacity as the Vice-Chairman of the Board and executive Director of the Company, as determined by the Board on recommendation of the remuneration committee of the Board with reference to his responsibilities and prevailing market conditions. In addition, he is entitled to an annual cash allowance of RMB325,000 for his services rendered to the subsidiaries of the Company in Shanghai, China as approved by the Board on recommendation of the remuneration committee of the Board.

1. Mr Lee Chan Fai, aged 58, has been appointed an independent non-executive Director of the Company and a member of each of the audit committee and remuneration committee of the Board since December 2005.
   He graduated from Department of Architecture of The University of Hong Kong, is a member of The Hong Kong Institute of Architects and is qualified as a Registered Architect in Hong Kong and a First Class Registered Architect in the Mainland of China.

Mr Lee has acted as a director of Marco Asia Limited and J&P Architects Limited (李峻建築師有 限公司) since the 1990's, and a director of J&P Architects Limited (上海李峻設計諮詢有限公

司) since January 2015. He was a director of JSP Architects Limited during the period from 2008 to July 2012. He has extensive experience in architectural design.

As at the Latest Practicable Date, Mr Lee did not have any interests in the shares within the meaning of Part XV of the SFO.

Mr Lee has signed a formal letter of appointment with the Company. He is now entitled to an annual director's fee of HK$174,000 as determined by the Board under the authorization of the shareholders of the Company and on recommendation of the remuneration committee of the Board with reference to his responsibilities and prevailing market conditions.

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APPENDIX I	INFORMATION OF RETIRING DIRECTORS

Save for the aforesaid disclosure, as at the Latest Practicable Date, all the aforesaid retiring Directors of the Company neither held any directorship in public companies the securities of which were listed on any securities market in Hong Kong or overseas over the last three years nor had any relationship with any Directors, senior management or substantial or controlling shareholders of the Company.

All the aforesaid retiring Directors of the Company have not been appointed for any specific term of office but are subject to retirement by rotation at least once every three years and eligible for re-election at the annual general meetings of the Company pursuant to the Articles.

Save as disclosed herein, there is neither other information to be disclosed pursuant to the requirements of Rule 13.51(2) of the Listing Rules nor is there other matter that needs to be brought to the attention of the shareholders of the Company.

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APPENDIX II EXPLANATORY STATEMENT FOR GENERAL MANDATES

As at the Latest Practicable Date, there were 1,971,025,125 Shares in issue, which were fully paid.

SHARE BUY-BACK PROPOSAL

In accordance with the Listing Rules, this section serves as an explanatory statement to provide you with all the information reasonably necessary to enable you to make an informed decision on whether to vote for or against the Share Buy-back Proposal.

1. Share Buy-back Mandate

Subject to the passing of the Share Buy-back Proposal and on the assumption that no Shares will be issued or bought back after the Latest Practicable Date and up to the date of the 2021 Annual General Meeting, and providing that the Company maintains sufficient public float pursuant to the Listing Rules, the Company will be allowed under a general mandate to buy back a maximum of 197,102,512 fully paid-up Shares, representing not more than 10 per cent of the aggregate number of issued Shares as at the date of the 2021 Annual General Meeting, during the period up to the conclusion of the next following annual general meeting of the Company, or the expiration of the period within which the next following annual general meeting of the Company is required by law to be held, or the revocation or variation of the approval granted under the Share Buy-back Proposal by the shareholders of the Company, whichever is the earliest.

The Board believes that the Share Buy-back Proposal is in the best interests of the Company and its shareholders. There have been occasions when the Shares were trading at a substantial discount to their underlying net asset value. Buy-backs of the Shares may enhance the Company's net asset value per Share and earnings per Share. In these circumstances, the ability of the Company to buy back the Shares can be beneficial to those shareholders who retain their investment in the Company since their possible percentage interest in the assets of the Company would increase in proportion to the number of the Shares bought back by the Company.

Furthermore, the Board's exercise of the mandate granted under the Share Buy-back Proposal would lead to an increased volume of trading in the Shares on the Stock Exchange. The Board is seeking a general mandate to buy back the Shares to give the Company the flexibility to do so if and when appropriate.

If the mandate granted under the Share Buy-back Proposal is exercised in full, the Board expects there may not be a material adverse impact on the working capital or gearing position of the Company, as compared with the position disclosed in the audited consolidated financial statements of the Company for the year ended 31st December, 2020, as a result of buy-backs of the Shares. However, no buy-back would be made in circumstances that would have a material adverse impact on the working capital or gearing position of the Company unless the Board considers that such buy-backs would be in the best interests of the Company and the Company would not make any buy-back that would lead to non-compliance with the minimum public float requirement under the Listing Rules.

The Board has undertaken to the Stock Exchange to exercise the powers of the Company to make buy-backs pursuant to the Share Buy-back Proposal in accordance with the Listing Rules and all applicable laws of the Cayman Islands.

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APPENDIX II EXPLANATORY STATEMENT FOR GENERAL MANDATES

1. Funding of Buy-backs

In buying back the Shares, the Company will only apply funds legally available for such purpose in accordance with its Memorandum and Articles of Association and the Companies Law of the Cayman Islands which provide that the Shares may be bought back out of the profits and/or share premium account of the Company and/or out of the proceeds of a fresh issue of the Shares made for this purpose and/or even out of the capital paid up on the Shares bought back. The Board proposes to buy back the Shares out of the retained earnings and/or share premium account of the Company.

1. Intention and Undertaking of Connected Parties

None of the Directors of the Company nor, to the best of their knowledge having made all reasonable enquiries, any of their close associates presently intend to sell the Shares to the Company under the Share Buy-back Proposal in the event that the Share Buy-back Proposal is approved by the shareholders of the Company.

The Company has not been notified by any core connected persons (as defined in the Listing Rules) of the Company that they have a present intention to sell any Shares to the Company, or have undertaken not to do so in the event that the Share Buy-back Proposal is approved by the shareholders of the Company.

1. Effect of Takeovers Code

If as a result of a buy-back of the Shares, a shareholder's proportionate interest in the voting capital of the Company increases, such increase will be treated as an acquisition for the purpose of the Hong Kong Code on Takeovers and Mergers (the "Takeovers Code").

As at the Latest Practicable Date, Madam Hsu Feng together with her sons, namely Mr Albert Tong and Mr Tong Chi Kar Charles, and companies controlled by her (collectively "Madam Hsu and associates") were interested in the Shares representing approximately 74.67% of the aggregate number of issued Shares. On the assumption that the number of Shares in issue remains unchanged from the Latest Practicable Date up to the date of the 2021 Annual General Meeting and no Shares will be issued during the period when the mandate to be granted under the Share Buy-back Proposal remains in force, and in the event that the Board exercises in full the power to buy back the Shares pursuant to the mandate to be granted under the Share Buy-back Proposal, the shareholdings held by Madam Hsu and associates will be increased to approximately 82.97% of the then aggregate number of issued Shares and such an increase will not give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code. However, the Company will not repurchase any Shares to such an extent which will result in the number of Shares held by the public being reduced to less than 25% of the total number of issued Shares. The Directors of the Company are not aware of any other consequences which would arise under the Takeovers Code as a result of any buy-backs pursuant to the mandate to be granted under the Share Buy-back Proposal.

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APPENDIX II EXPLANATORY STATEMENT FOR GENERAL MANDATES

1. Market Prices

The highest and lowest prices at which the Shares have traded on the Stock Exchange during each of the previous twelve months are as follows:

	Highest	Lowest
	traded price	traded price
	HK$	HK$
April 2020	1.84	1.65
May 2020	2.00	1.68
June 2020	1.78	1.67
July 2020	1.74	1.62
August 2020	1.72	1.59
September 2020	1.67	1.51
October 2020	1.69	1.48
November 2020	1.69	1.53
December 2020	2.03	1.61
January 2021	2.29	1.85
February 2021	2.29	2.12
March 2021	2.20	1.90
April 2021 (up to the Latest Practicable Date)	2.09	1.90

1. Buy-backof Shares made by the Company

The Company did not buy back any Shares (whether on the Stock Exchange or otherwise) during the six months prior to the Latest Practicable Date.

SHARE ISSUE MANDATE

Should the Share Issue Mandate be granted at the 2021 Annual General Meeting and on the assumption that no Shares will be issued or bought back after the Latest Practicable Date and up to the date of the meeting, the Board will be empowered to issue a maximum of 394,205,025 new Shares, otherwise than pursuant to (i) a rights issue; or (ii) an exercise of rights of subscription or conversion under the terms of any option, warrant or other securities issued by the Company; or (iii) an exercise of subscription rights under any share option schemes of the Company; or (iv) any scrip dividend or similar arrangements for the allotment of Shares in lieu of the whole or part of a dividend on Shares in accordance with the Articles, during the period up to the conclusion of the next following annual general meeting of the Company unless the mandate is otherwise revoked or varied by an ordinary resolution of the shareholders of the Company.

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APPENDIX II EXPLANATORY STATEMENT FOR GENERAL MANDATES

In addition, subject to the passing at the 2021 Annual General Meeting of the proposed resolutions regarding the Share Buy-back Proposal and the Extension of Share Issue Mandate, the aforesaid limit of the Share Issue Mandate will be extended to include the number of the Shares that may be bought back under the Share Buy-back Proposal.

The Board currently has no immediate plans to issue any new Shares under the Share Issue Mandate.

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NOTICE OF ANNUAL GENERAL MEETING

TOMSON GROUP LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 258)

NOTICE IS HEREBY GIVEN THAT the Annual General Meeting of Tomson Group Limited (the "Company") will be held at Monaco Room, Basement 1, Regal Hongkong Hotel, 88 Yee Wo Street, Causeway Bay, Hong Kong on Thursday, 10th June, 2021 at 11:00 a.m. for the following purposes:

1. To receive and consider the audited consolidated financial statements of the Company and its subsidiaries for the year ended 31st December, 2020 together with the reports of the Directors and independent Auditor thereon;
2. To re-elect retiring Directors of the Company and to fix the Directors' fees;
3. To re-appoint Auditor of the Company and to authorize the Board of Directors of the Company to fix the Auditor's remuneration;
4. As special business, to consider and, if thought fit, pass (with or without modification) the following resolution as an ordinary resolution:
   "THAT:
5. 1. the exercise by the Board of Directors of the Company during the Relevant Period of all the powers of the Company to buy back its own shares of HK$0.50 each on The Stock Exchange of Hong Kong Limited, subject to paragraph (b) of this Resolution and in accordance with all applicable laws and regulations (including the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited), be and is hereby generally and unconditionally approved;
   2. the aggregate number of shares of the Company to be bought back 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 issued shares of the Company as at the date of passing this Resolution, and the said approval shall be limited accordingly; and

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NOTICE OF ANNUAL GENERAL MEETING

1. 1. for the purpose of this Resolution, "Relevant Period" means the period from the passing of this Resolution until whichever is the earliest of:
   2. 1. the conclusion of the next annual general meeting of the Company;
      2. 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 any applicable law to be held; and
      3. the revocation or variation of the approval granted under this Resolution by an ordinary resolution of the members of the Company in general meeting.";
2. As special business, to consider and, if thought fit, pass (with or without modification) the following resolution as an ordinary resolution:
   "THAT:
3. 1. subject to paragraph (c) of this Resolution and in compliance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the exercise by the Board of Directors of the Company (the "Board") during the Relevant Period of all the powers of the Company to allot, issue and otherwise deal with additional shares of HK$0.50 each in the capital of the Company ("Shares"), to make or grant offers, agreements or options which would or might require the exercise of such powers and to grant rights to subscribe for, or to convert any securities into, the Shares be and is hereby generally and unconditionally approved;
   2. the approval in paragraph (a) of this Resolution shall authorize the Board during the Relevant Period to make or grant offers, agreements or options which would or might require the exercise of such powers after the end of the Relevant Period;
   3. the aggregate number of Shares to be allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Board pursuant to the approval in paragraph (a) of this Resolution, otherwise than pursuant to (i) a Rights Issue; or (ii) an exercise of rights of subscription or conversion under the terms of any option, warrant or other securities issued by the Company carrying such right; or (iii) an exercise of subscription rights under any share option scheme of the Company adopted for the time being; or (iv) any scrip dividend or similar arrangements providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares in accordance with the Articles of Association of the Company, shall not exceed 20 per cent of the aggregate number of issued Shares as at the date of passing this Resolution, and the said approval shall be limited accordingly; and

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NOTICE OF ANNUAL GENERAL MEETING

1. for the purpose of this Resolution:
   "Relevant Period" means the period from the passing of this Resolution until whichever is the earliest of:
2. 1. the conclusion of the next annual general meeting of the Company;
   2. 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 any applicable law to be held; and
   3. the revocation or variation of the approval granted under this Resolution by an ordinary resolution of the members of the Company in general meeting; and

"Rights Issue" means an offer of Shares or an offer or issue of options, warrants or other securities giving rights to subscribe for Shares (open for a period fixed by the Board) made to the holders of Shares or any class thereof on the Register of Members of the Company on a fixed record date pro rata to their then holdings of such shares or class thereof (subject to such exclusions or other arrangements as the Board 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 any recognized regulatory body or any stock exchange in, any territory outside Hong Kong)."; and

1. As special business, to consider and, if thought fit, pass (with or without modification) the following resolution as an ordinary resolution:
   "THAT conditional upon the passing of Resolutions (4) and (5) set out in the notice convening this Meeting, the general mandate granted to the Board of Directors of the Company to exercise the powers of the Company to allot, issue and otherwise deal with additional shares of the Company under the aforesaid Resolution (5) be and is hereby extended by the addition thereto of such number of shares representing all those number of shares of the Company which may from time to time be bought back by the Company pursuant to the approval granted under the aforesaid Resolution
   (4).".

By Order of the Board of

TOMSON GROUP LIMITED

Lee Yuen Han

Company Secretary

Hong Kong, 29th April, 2021

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NOTICE OF ANNUAL GENERAL MEETING

Notes:

1. A member of the Company entitled to attend and vote at the Annual 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 Annual General Meeting in person to represent the member.
2. In order for it to be valid, the 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 the Hong Kong Special Administrative Region of the People's Republic of China ("Hong Kong") at Rooms 1507-12, 15th Floor, Wing On Centre, 111 Connaught Road Central, Hong Kong not later than 11:00 a.m. on Wednesday, 9th June, 2021 (or not less than 24 hours before the time appointed for holding any adjournment thereof).
3. 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 authorized representative) shall have one vote for every fully-paid share of which he is the holder.
4. 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).
5. An explanatory statement regarding the proposals of re-electing the retiring Directors of the Company, and granting the general mandates to buy back own shares and to issue new shares of the Company will be despatched to the members of the Company together with this notice.
6. To safeguard the health and safety of the members of the Company and to prevent the spreading of the COVID-19 pandemic, the following precautionary measures will be implemented at the Annual General Meeting:
7. 1. Compulsory body temperature checks;
   2. Completion of health and travel declaration form;
   3. Wearing of surgical mask before being permitted to attend, and during the attendance of, the Annual General Meeting; and
   4. No refreshments or drinks to be served.

Attendees who do not comply with the precautionary measures referred to in (1) to (3) above, or who are subject to health quarantine or compulsory testing prescribed by the Government of Hong Kong, or whose body temperature reading is 37.5°C or higher will be denied entry to the venue of the Annual General Meeting, at the absolute discretion of the Company.

Members of the Company are reminded to carefully consider the risks of attending the Annual General Meeting in person. The Company would like to recommend the members of the Company to exercise their voting rights by appointing the Chairman of the Annual General Meeting as their proxy and to return their duly completed and signed forms of proxy by the time specified in Note 2 above.

7. Due to the constantly evolving COVID-19 pandemic situation in Hong Kong, the Company may be required to change the Annual General Meeting arrangements at short notice, the members of the Company should check the Company's website at http://www.tomson.com.hk for future announcements and updates on the Annual General Meeting arrangements.

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