2023 Interim Report

Definitions

"Associate(s)"

has the meaning ascribed to it in the Listing Rules

"B2B"

means business-to-business

"B2C"

means business-to-consumer

"Board"

means the board of Directors

"China Post"

means China Post Group Corporation Limited*, a

state-owned enterprise of the People's Republic of China,

and its subsidiaries

"China Post HK"

means Telpo Philatelic Company Limited, a company

incorporated under the laws of Hong Kong and a subsidiary

of China Post

"CKH"

means Cheung Kong (Holdings) Limited, a company

incorporated in Hong Kong with limited liability, whose

listing status on the Stock Exchange was replaced by CKHH

on 18 March 2015

"CKHH"

means CK Hutchison Holdings Limited, an exempted

company incorporated in the Cayman Islands with limited

liability, the shares of which are listed on the Main Board of

the Stock Exchange on 18 March 2015 (Stock Code: 0001)

"Company" or "TOM"

means TOM Group Limited, an exempted company

incorporated in the Cayman Islands with limited liability, the

shares of which are listed on the Main Board of the Stock

Exchange (Stock Code: 2383)

"Corporate Governance Code"

means the Corporate Governance Code sets out in Appendix

14 to the Listing Rules

"COVID-19"

means the infectious disease caused by a newly discovered

coronavirus

"Director(s)"

means the director(s) of the Company

"ESG"

means environmental, social and governance

"GMV"

means Gross Merchandise Value, the total value of all

orders handled or processed through Ule Group's platform

which includes multiple websites, mobile applications

and PC applications, regardless of whether the orders are

consummated, goods and services returned or not

"Group" or "TOM Group"

means the Company and its subsidiaries

Definitions

"Hong Kong"

means the Hong Kong Special Administrative Region of the

People's Republic of China

"HWL"

means Hutchison Whampoa Limited, a company

incorporated in Hong Kong with limited liability, which was

listed on the Stock Exchange until it was privatised in June

2015

"Listing Rules"

means the Rules Governing the Listing of Securities on the

Stock Exchange

"Main Board"

means the main board of the Stock Exchange

"Mainland China"

means for the purpose of the segment differentiation of this

report, the People's Republic of China, excluding coverage

of Hong Kong, Macau Special Administrative Region and

Taiwan region

"Media Business"

means two reportable operating segments of Publishing

Group and Advertising Group

"MioTech"

means Mioying Holdings Inc., a company incorporated in the

Cayman Islands with limited liability

"Model Code"

means Model Code for Securities Transactions by Directors of

Listed Issuers contained in Appendix 10 to the Listing Rules

"SFO"

means the Securities and Futures Ordinance, Chapter 571 of

the Laws of Hong Kong

"Stock Exchange"

means The Stock Exchange of Hong Kong Limited

"Technology Platform and

means three reportable operating segments of E-Commerce

Investments"

Group, Social Network Group and Mobile Internet Group;

and investments in Fintech and Advanced Data Analytics

sectors

"Ule" or "Ule Group"

means Ule Holdings Limited or Ule Holdings Limited and

its subsidiaries, a material associate of the Company which

undertakes an e-commerce/new retail business in Mainland

China and from time to time raises funds for its growing

business

"WeLab"

means WeLab Holdings Limited, a BVI business company

incorporated in the British Virgin Islands with limited liability

Corporate Information

Board of Directors

Audit Committee

Chairman

Fong Chi Wai, Alex (Committee Chairman)

Frank John Sixt

James Sha

Lee Pui Ling, Angelina

Executive Director

Chan Tze Leung

Yeung Kwok Mung

Remuneration Committee

Non-executive Directors

Fong Chi Wai, Alex (Committee Chairman)

Chang Pui Vee, Debbie

Frank John Sixt

Lee Pui Ling, Angelina

Chan Tze Leung

Independent Non-executive Directors

Nomination Committee

James Sha

James Sha (Committee Chairman)

Fong Chi Wai, Alex

Frank John Sixt

Chan Tze Leung

Chan Tze Leung

Alternate Director

Sustainability Committee

Lai Kai Ming, Dominic

Yeung Kwok Mung (Committee Chairman)

(Alternate to Frank John Sixt)

Fong Chi Wai, Alex

Man Tak Cheung

Company Secretary

Man Tak Cheung

Principal Bankers

The Hongkong and Shanghai Banking

Authorised Representatives

Corporation Limited

Yeung Kwok Mung

Industrial and Commercial Bank of China

Man Tak Cheung

(Asia) Limited

Bank of China (Hong Kong) Limited

Auditor

DBS Bank Ltd., Hong Kong Branch

PricewaterhouseCoopers

Citibank, N.A., Hong Kong Branch

(Certified Public Accountants and

United Overseas Bank Limited

Registered PIE Auditor)

Bank of America, N.A.

Hang Seng Bank Limited