MAJOR TRANSACTION - TOM Group

This announcement appears for information purposes only and does not constitute an invitation
or offer to acquire, purchase or subscribe for securities.
The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this
announcement, makes no representation as to its accuracy or completeness and expressly
disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the
whole or any part of the contents of this announcement.
(Incorporated in the Cayman Islands with limited liability)
MAJOR TRANSACTION
INVOLVING ISSUANCE OF NEW SHARES
Offer by TOM Print Media Group Limited
(a wholly-owned subsidiary of TOM.COM LIMITED)
to acquire up to an aggregate of 11.645% of the issued share capital of
Cité Publishing Holding Limited
On 27th December, 2002, TOM Print Media, Cité Publishing Holding, the HMG MI
Shareholders and Mr. Jan entered into the Subscription Agreement, under which (i) TOM
Print Media agreed to subscribe for 3,835,499 Cité Publishing Holding Shares, which,
together with the 1 Cité Publishing Holding Share already held by TOM Print Media,
represent 76.71% of the enlarged issued share capital of Cité Publishing Holding; and (ii)
the HMG MI Shareholders agreed to subscribe for an aggregate of 1,164,500 Cité Publishing
Holding Shares, which represent 23.29% of the enlarged issued share capital of Cité
Publishing Holding.
Under the Subscription Agreement, Cité Publishing Holding agreed to acquire from (a)
TOM Print Media (i) the entire issued share capital of Diamond (which owns the entire
issued share capital of Business Weekly); (ii) the entire issued share capital of Right Charm
(which owns the entire issued share capital of Sharp Point); and (iii) approximately 53.58%
of the issued share capital of HMG (which owns the entire issued share capital of PC Home
and approximately 99.97% of the issued share capital of Cité); and (b) the HMG MI
Shareholders approximately 46.42% of the issued share capital of HMG. Details of the Print
Media Group Restructuring were disclosed in the Print Media Group Restructuring Circular.
As at the date of the Stock Purchase Agreement, the Print Media Group Restructuring has
not yet been completed.
– 1 –

The Board is pleased to announce that on 14th February, 2003, TOM Print Media, Cité
Publishing Holding and Mr. Jan entered into the Stock Purchase Agreement, under which
TOM Print Media will make an offer to the HMG MI Shareholders to acquire in aggregate a
maximum of 582,250 Cité Publishing Holding Shares (representing 11.645% of the issued
share capital of Cité Publishing Holding as enlarged by the issue of Cité Publishing Holding
Shares pursuant to the Subscription Agreement) to be allotted and issued to the HMG MI
Shareholders upon completion of the Print Media Group Restructuring pursuant to the
Subscription Agreement. The maximum consideration payable by TOM Print Media for the
Cité Acquisition is 39,491,198 new TOM Shares (representing approximately 1.18% of the
Existing Capital and approximately 1.17% of the Enlarged Capital) (credited as fully paid)
to be issued at a price of HKD5.51 per TOM Share. Based on the above, each HMG MI
Shareholder will be entitled to be allotted and issued approximately 67.8 new TOM Shares
for every Cité Publishing Holding Share sold by him/her/it to TOM Print Media under the
Offer.
The price per Consideration Share represents a premium of approximately 162.38% to the
closing price of HKD2.10 per TOM Share as quoted on the Stock Exchange on
14th February, 2003 (i.e., the date of the Stock Purchase Agreement) and a premium of
approximately 166.31% to the 10-day Average Price. Based on the Market Price, the maximum
amount of the consideration for the Cité Acquisition is approximately HKD82,931,516.
Mr. Jan has agreed to represent TOM Print Media in notifying the HMG MI Shareholders of
the Offer and shall ensure that the total number of the Cité Publishing Holding Shares to be
accepted by the HMG MI Shareholders shall in aggregate not exceed 582,250 Cité Publishing
Holding Shares.
The Offer shall lapse and have no further force or effect after 30th April, 2003.
Upon Completion (assuming that all the HMG MI Shareholders have accepted the Offer),
TOM Print Media will own 88.355% and the HMG MI Shareholders will own an aggregate
of 11.645% of the issued share capital of Cité Publishing Holding.
Based on the latest adjusted net asset value of the TOM Group and the application of Rule
19.18 of the GEM Listing Rules as stated in the Confirmation Announcement, the Print
Media Group Restructuring and the Cité Acquisition constitute a major transaction involving
the issuance of new TOM Shares under Chapter 19 of the GEM Listing Rules. The Cité
Acquisition is conditional on approval by the shareholders of TOM at a general meeting.
Any shareholder of TOM who is interested in the Stock Purchase Agreement and the
transactions contemplated thereunder shall abstain from voting at the EGM. To the best of
the knowledge of TOM, the HMG MI Shareholders are collectively interested in less than
1% of the Existing Capital and they will abstain from voting at the EGM. A circular
containing further details of the Stock Purchase Agreement and the transactions contemplated
thereunder and the notice of the EGM will be despatched to the shareholders of TOM as
soon as practicable. TOM will also publish the details of the Modified Ratio calculation as
described in the Confirmation Announcement and its application to the notifiable transactions
of TOM in the next published annual report and accounts.
– 2 –

On 27th December, 2002, TOM Print Media, Cité Publishing Holding, the HMG MI
Shareholders and Mr. Jan entered into the Subscription Agreement, under which (i) TOM Print
Media agreed to subscribe for 3,835,499 Cité Publishing Holding Shares, which, together with
the 1 Cité Publishing Holding Share already held by TOM Print Media, represent 76.71% of
the enlarged issued share capital of Cité Publishing Holding; and (ii) the HMG MI Shareholders
agreed to subscribe for an aggregate in 1,164,500 Cité Publishing Holding Shares, which
represent 23.29% of the enlarged issued share capital of Cité Publishing Holding.
Under the Subscription Agreement, Cité Publishing Holding agreed to acquire from (a) TOM
Print Media (i) the entire issued share capital of Diamond (which owns the entire issued share
capital of Business Weekly); (ii) the entire issued share capital of Right Charm (which owns
the entire issued share capital of Sharp Point); and (iii) approximately 53.58% of the issued
share capital of HMG (which owns the entire issued share capital of PC Home and
approximately 99.97% of the issued share capital of Cité); and (b) the HMG MI Shareholders
approximately 46.42% of the issued share capital of HMG. Details of the Print Media Group
Restructuring were disclosed in the Print Media Group Restructuring Circular. As at the date
of the Stock Purchase Agreement, the Print Media Group Restructuring has not yet been
completed.
THE STOCK PURCHASE AGREEMENT
Date: 14th February, 2003
Parties: (1) TOM Print Media
(2) Cité Publishing Holding
(3) Mr. Jan
Assets to be acquired
A maximum of 582,250 Cité Publishing Holding Shares (representing up to an aggregate of
11.645% of the issued share capital of Cité Publishing Holding as enlarged by the issue of
Cité Publishing Holding Shares pursuant to the Subscription Agreement) to be allotted and
issued to the HMG MI Shareholders pursuant to the Subscription Agreement.
Major terms of the Stock Purchase Agreement
(a) TOM Print Media will make an offer to the HMG MI Shareholders to acquire in aggregate
a maximum of 582,250 Cité Publishing Holding Shares, representing up to an aggregate
of 11.645% of the issued share capital of Cité Publishing Holding to be allotted and
issued to the HMG MI Shareholders. TOM Print Media will make an offer to each of the
HMG MI Shareholder to acquire up to 50% of the total number of Cité Publishing
Holding Shares to be allotted and issued to each of them pursuant to the Subscription
Agreement;
– 3 –

(b)
Mr. Jan undertakes to, on behalf of TOM Print Media, notify all of the HMG MI
Shareholders on or before 28th February, 2003 the following:
(i)
(ii)
TOM Print Media offers to acquire up to an aggregate of 582,250 Cité Publishing
Holding Shares from any or all of the HMG MI Shareholders upon the terms and
subject to the conditions set out in the Stock Purchase Agreement;
any HMG MI Shareholders who wishes to accept the Offer shall deliver a notice of
acceptance (“Notice of Acceptance”) (in the form as prescribed by TOM Print
Media) to Mr. Jan on or before 30th April, 2003; and
(iii) the Offer shall lapse and have no further force or effect after 30th April, 2003.
(c)
Mr. Jan shall ensure that the total number of the Cité Publishing Holding Shares accepted
by the HMG MI Shareholders shall in aggregate not exceed 582,250 Cité Publishing
Holding Shares and shall, on or before 30th April, 2003, collect for and on behalf of and
deliver to TOM Print Media:
(i)
(ii)
Notices of Acceptance under which the total number of the Cité Publishing Holding
Shares accepted by the HMG MI Shareholders shall not exceed 582,250;
instruments of transfer in respect of the Cité Publishing Holding Shares agreed to
be sold by the HMG MI Shareholders pursuant to the aforesaid Notices of
Acceptance duly endorsed and executed by all relevant HMG MI Shareholders in
favour of TOM Print Media; and
(iii) relevant share certificates in respect of the Cité Publishing Holding Shares agreed
to be sold by the HMG MI Shareholders pursuant to the aforesaid Notices of
Acceptance.
Upon Completion (assuming that all the HMG MI Shareholders have accepted the Offer),
TOM Print Media will own 88.355% and the HMG MI Shareholders will collectively own an
aggregate of 11.645% of the issued share capital of Cité Publishing Holding.
– 4 –

Shareholding structure before and after Completion
(i) Shareholding structure of the Print Media Group after completion of the Print Media
Group Restructuring but before Completion
TOM
100%
TOM Print
Media
HMG MI
Shareholders
76.71%
23.29%
Cité Publishing
Holding
100%
100%
100%
Diamond Right Charm HMG
100%
100%
100%
99.97%
Business Weekly Sharp Point PC Home Cité
– 5 –

(ii)
Shareholding structure of the Print Media Group after Completion (assuming that all the
HMG MI Shareholders have accepted the Offer)
TOM
100%
TOM Print
Media
HMG MI
Shareholders
88.355%
11.645%
Cité Publishing
Holding
100%
100%
100%
Diamond Right Charm HMG
100%
100%
100%
99.97%
Business Weekly Sharp Point PC Home Cité
Consideration
The maximum consideration for the Cité Acquisition is 39,491,198 new TOM Shares
(representing approximately 1.18% of the Existing Capital and approximately 1.17% of the
Enlarged Capital) (credited as fully paid) to be issued at a price of HKD5.51 per TOM Share
to the relevant HMG MI Shareholders who have sold Cité Publishing Holding Shares to TOM
Print Media under the Offer within 14 days after the date of Completion.
Based on the above, each HMG MI Shareholder will be entitled to be allotted and issued
approximately 67.8 new TOM Shares for every Cité Publishing Holding Share sold by him/
her/it to TOM Print Media under the Offer.
– 6 –

The price per Consideration Share represents a premium of approximately 162.38% to the
closing price of HKD2.10 per TOM Share as quoted on the Stock Exchange on 14th February,
2003 (i.e., the date of the Stock Purchase Agreement) and a premium of approximately 166.31%
to the 10-day Average Price.
The valuation of the Print Media Group in both the Print Media Group Restructuring and the
Cité Acquisition was determined with reference to the consideration for TOM’s acquisition of:
(i) 49% of the then issued share capital of HMG in August 2001; (ii) the entire issued share
capital of Sharp Point in November 2001; and (iii) the entire issued capital of Business
Weekly in December 2001.
In the Print Media Group Restructuring, adjustment factors such as the then market value of
the TOM Shares (being the average closing price per TOM Share of the 10 consecutive
trading days from and including 1st December, 2002), and the past and projected performance
of each of the three business units (i.e., HMG, Sharp Point and Business Weekly) were taken
into account before the final valuation of the Print Media Group was determined.
In the Cité Acquisition, adjustment factors such as the current market value of the TOM
Shares (being the closing price per TOM Share on 12th February, 2003) were taken into
account before the final valuation of the Print Media Group was determined.
Lock-up Period
(a) The Consideration Shares may not be sold during the first 6 months after the date of
Completion (“Lock-up Period”); and
(b)
After the Lock-up Period, the aggregate number of the Consideration Shares sold on any
one trading day may not exceed 1% of the total number of the Consideration Shares
actually allotted and issued to the HMG MI Shareholders at Completion.
Conditions precedent
Completion is subject to and conditional upon, inter alia, the following conditions having
been fulfilled (or waived by TOM Print Media) on or before 30th June, 2003 (or such later
date as TOM Print Media may agree in writing):
(i)
(ii)
completion of the Print Media Group Restructuring;
the GEM Listing Committee of the Stock Exchange having granted the listing of, and
permission to deal in, the Consideration Shares;
– 7 –

(iii)
(iv)
the obtaining of all necessary authorisations, registrations, filings, licences, confirmations,
clearances, rulings, decisions, permissions and approvals from the Stock Exchange or
other authorities or the bankers or creditors or the shareholders of the parties to the
Stock Purchase Agreement (as the case may be), if any, that are necessary or appropriate
for or in connection with the transactions contemplated under the Stock Purchase
Agreement;
no action or proceeding being pending or threatened by any person, firm, corporation or
other entity, or any government, governmental authority, regulatory body or agency to
enjoin, restrict, oppose or prohibit:
(a)
(b)
(c)
the sale and transfer of the Cité Publishing Holding Shares by the HMG MI
Shareholders to TOM Print Media;
the right of TOM Print Media to acquire and own the Cité Publishing Holding
Shares;
the execution, delivery and/or performance of the Stock Purchase Agreement and
consummation of the transactions contemplated thereunder by any of the parties to
the Stock Purchase Agreement;
(v)
(vi)
the warranties, undertakings and representations made by Mr. Jan under the Stock Purchase
Agreement and in any statement, certificate or other instrument delivered to TOM Print
Media pursuant to the Stock Purchase Agreement or in connection with the transactions
contemplated thereunder shall have been correct at and as of Completion; and Mr. Jan,
the HMG MI Shareholders and Cité Publishing Holding having performed and complied
with all their respective obligations under the Stock Purchase Agreement prior to or at
Completion;
the board of directors of Cité Publishing Holding having approved the terms of the Stock
Purchase Agreement; and
(vii) the passing by such shareholders of TOM who are permitted under the GEM Listing
Rules to vote at a general meeting of the shareholders of TOM convened for such
purpose of ordinary resolution(s) approving or, as the case may be, ratifying the terms
and execution of, and the transactions contemplated under, the Stock Purchase Agreement
(including, without limitation, the allotment and issue of the Consideration Shares), if
required.
– 8 –

Completion
Completion shall take place on the 14th business day after the date on which the last of the
conditions precedent, as set out in the Stock Purchase Agreement, is fulfilled (or waived) or
such other date as the parties may agree prior to Completion.
Upon completion of the Print Media Group Restructuring, the board of directors of Cité
Publishing Holding will consist of 10 directors, of which 7 will be nominated by TOM Print
Media and 3 will be nominated by HMG MI Shareholders. Upon Completion, if TOM Print
Media’s aggregate shareholding in Cité Publishing Holding is more than or equal to 80%,
TOM Print Media shall be entitled to nominate 8 (instead of 7) and the HMG MI Shareholders
shall be entitled to nominate 2 (instead of 3) of the 10 directors of Cité Publishing Holding
upon Completion.
INFORMATION ON THE PRINT MEDIA GROUP
Cité Publishing Holding
Cité Publishing Holding is established as the flagship company for TOM’s Taiwan publishing
business. TOM’s Taiwan publishing units, namely, Business Weekly, Sharp Point, PC Home
and Cité are consolidated under Cité Publishing Holding.
Business Weekly
Established in 1987, Business Weekly is Taiwan’s leading magazine publisher with a 15-year
operating history. Its flagship publication Business Weekly () is Taiwan’s best-selling
business magazine with an annual circulation of 5.6 million copies. Other popular titles
published by the Business Weekly Group include Citta Bella (), a widely-read monthly
magazine on fashion trends and Mom Baby (), a monthly magazine providing tips
on pregnancy, child care and parenting. The Business Weekly Group has established excellent
relations with international publishers. Nong Nong Magazine Co., Ltd. is publishing the Taiwan
edition of Marie Claire (), a monthly magazine on fashion and style, and Shape (
), a monthly magazine on fitness.
The audited proforma combined net revenue, profit before taxation and profit after taxation of
Business Weekly as shown by the audited proforma consolidated profit and loss account of
Business Weekly prepared in accordance with HKGAAP for the year ended 31st December,
2000 were approximately NTD546,372,000 (approximately HKD122,505,000),
NTD175,474,000 (approximately HKD39,344,000) and NTD139,128,000 (approximately
HKD31,195,000), respectively. The unaudited proforma combined net revenue, profit before
taxation and profit after taxation of Business Weekly as shown by the unaudited proforma
consolidated profit and loss account of Business Weekly prepared in accordance with HKGAAP
for the year ended 31st December, 2001 were approximately NTD629,380,000 (approximately
HKD141,117,000), NTD124,482,000 (approximately HKD27,911,000) and NTD93,361,000
(approximately HKD20,933,000), respectively. As at 31st December, 2001, the unaudited
consolidated net tangible assets of Business Weekly as shown by the unaudited consolidated
balance sheet of Business Weekly as at 31st December, 2001 prepared in accordance with
HKGAAP was approximately NTD168,795,000 (approximately HKD37,846,000). As at 31st
– 9 –

December, 2001, the unaudited consolidated net assets of Business Weekly as shown by the
unaudited consolidated balance sheet of Business Weekly as at 31st December, 2001 prepared
in accordance with HKGAAP was approximately NTD168,795,000 (approximately
HKD37,846,000). The financial information on Business Weekly for the year ended 31st
December, 2002 is not yet available.
Sharp Point
Sharp Point is Taiwan’s largest Chinese language youth magazine and book publisher.
Established in 1982, Sharp Point publishes a chain of successful teenage titles, taking care of
teenagers’ wide interests on pop culture, lifestyle and fashion, entertainment and trends. Sharp
Point publishes nine monthly and four bi-monthly magazines, with a combined monthly
circulation of about 330,000 in 2002. Its best-selling titles include Play (), an
entertainment magazine on Asian and Western movie stars; 3C Mall (e), a
magazine on the latest electronic, telecommunication and audio/visual products; Cool (
), the first magazine in Taiwan devoted to teenage fashion and style; Cool Toys (
), a toys and models consumer guide; Popteen (), magazine on
Japanese & international fashion; Totally Astrology (), an astrology analysis and
Call (), a magazine on the latest mobile communications services and products.
Sharp Point also has a significant book publishing operations with various areas of interest
including Japanese comics. Monthly print run in 2002 was over 300,000. Sharp Point is also
the exclusive distributor of Taiwan’s top-selling game card – Magic: The Gathering (
).
The unaudited net revenue, profit before taxation and profit after taxation of Sharp Point as
shown by the unaudited consolidated profit and loss account of Sharp Point prepared in
accordance with HKGAAP for the year ended 31st December, 2000 were approximately
NTD474,781,000 (approximately HKD106,453,000), NTD13,819,000 (approximately
HKD3,098,000) and NTD9,775,000 (approximately HKD2,192,000), respectively. The audited
net revenue, profit before taxation and profit after taxation of Sharp Point as shown by the
audited consolidated profit and loss account of Sharp Point prepared in accordance with
HKGAAP for the year ended 31st December, 2001 were approximately NTD559,058,000
(approximately HKD125,349,000), NTD71,813,000 (approximately HKD16,102,000) and
NTD51,186,000 (approximately HKD11,477,000), respectively. As at 31st December, 2001,
the audited net tangible assets of Sharp Point as shown by the audited consolidated balance
sheet of Sharp Point as at 31st December, 2001 prepared in accordance with HKGAAP was
approximately NTD138,929,000 (approximately HKD31,150,000). As at 31st December, 2001,
the audited net assets of Sharp Point as shown by the audited consolidated balance sheet of
Sharp Point as at 31st December, 2001 prepared in accordance with HKGAAP was
approximately NTD138,929,000 (approximately HKD31,150,000). The financial information
on Sharp Point for the year ended 31st December, 2002 is not yet available.
– 10 –

HMG, PC Home and Cité
HMG is the holding company of PC Home and Cité.
PC Home is a leading magazine publishing group on information technology, personal finance
and learning in Taiwan. Established in December 1995, PC Home publishes and owns the
intellectual property rights of 27 popular magazines titles in Taiwan including PC Home, PC
Office, PC Gamer, PC Shopper, Smart, Smart Car, Download, and Business Next.
Cité was established in September 1996 and is currently one of the leading book publishers in
Taiwan with operations in the PRC, Malaysia and Hong Kong. Cité presently has 23 publishing
brands targeting different market segments. For example, Rye Field Press specialises in
literature, Owl Publishing excels in reference books; Grimm Publishing is known for its
children pictorial books; and Mook, a new entrant in the market, is popular for its Chinese
language travel and finance publications. Cité currently holds the rights to publish over 5,000
different titles in Taiwan. In addition, it has also expanded into Greater China since 1997
through licensing and sub-licensing of rights to publish over 50 titles.
The unaudited proforma combined net revenue, loss before taxation and loss after taxation of
HMG (which includes PC Home and Cité) and as shown by the unaudited proforma consolidated
profit and loss account of HMG prepared in accordance with HKGAAP for the year ended
31st December, 2000 were approximately NTD1,817,714,000 (approximately
HKD407,559,000), NTD129,400,000 (approximately HKD29,013,000) and NTD163,058,000
(approximately HKD36,560,000), respectively. The unaudited proforma combined net revenue,
profit before taxation and profit after taxation of HMG (which includes PC Home and Cité) as
shown by the unaudited proforma consolidated profit and loss account of HMG prepared in
accordance with HKGAAP for the year ended 31st December, 2001 were approximately
NTD1,675,002,000 (approximately HKD375,561,000), NTD81,849,000 (approximately
HKD18,352,000) and NTD50,105,000 (approximately HKD11,234,000), respectively. As at
31st December, 2001, the unaudited combined net tangible assets of HMG (which includes PC
Home and Cité) as shown by the unaudited consolidated balance sheet of HMG as at 31st
December, 2001 prepared in accordance with HKGAAP was approximately NTD442,285,000
(approximately HKD99,167,000). As at 31st December, 2001, the unaudited combined net
assets of HMG (which includes PC Home and Cité) as shown by the unaudited consolidated
balance sheet of HMG as at 31st December, 2001 prepared in accordance with HKGAAP was
approximately NTD1,329,258,000 (approximately HKD298,040,000). The financial information
on HMG (which includes PC Home and Cité) for the year ended 31st December, 2002 is not
yet available.
– 11 –

REASONS FOR ENTERING INTO THE STOCK PURCHASE AGREEMENT
Cité Publishing Holding serves as a common platform for further business expansion and
integration by reducing paper, printing and production costs (such as the ability to negotiate
bulk purchase price for paper and other printing related services) and the effective sharing of
back office functions such as administration, accounting, human resources and warehousing.
It will further enhance the competitive edge of TOM’s Taiwan publishing business and draw
on synergies across the board to further improve operating performance and profitability.
Cité Publishing Holding will work closely with the TOM Group’s Hong Kong and PRC
publishing units. Areas for cooperation and creating business synergies include know-how and
experience exchange, copyright trading, operational management, distribution and advertising.
Upon Completion, the interest of the TOM Group in the Print Media Group will be increased
from 76.71% to up to 88.355%. As a result, the TOM Group may exercise more operational
and financial control over the Print Media Group and achieve better synergy for the TOM
Group as a whole.
As at the date of this announcement, there is no intention on the part of the TOM Group to
further increase its interest in the Print Media Group.
GENERAL
The Directors consider that the Stock Purchase Agreement is entered into on normal commercial
terms, and in the ordinary and usual course of business of the TOM Group and that the terms
of the Stock Purchase Agreement are fair and reasonable and in the interests of the TOM
Group so far as the shareholders of TOM are concerned.
The Consideration Shares will be allotted and issued pursuant to the specific mandate to be
granted to the Directors by the shareholders of TOM at the EGM.
TOM will make an application to the Listing Committee of GEM for the listing of and
permission to deal in the Consideration Shares to be issued pursuant to the Stock Purchase
Agreement.
Based on the latest adjusted net asset value of the TOM Group and the application of Rule
19.18 of the GEM Listing Rules as stated in the Confirmation Announcement, the Print Media
Group Restructuring and the Cité Acquisition constitutes a major transaction involving the
issuance of new TOM Shares under Chapter 19 of the GEM Listing Rules. The Cité Acquisition
is conditional upon approval by the shareholders of TOM at a general meeting. Any shareholder
of TOM who is interested in the Stock Purchase Agreement and the transactions contemplated
thereunder shall abstain from voting at the EGM. To the best of the knowledge of TOM, the
HMG MI Shareholders are collectively interested in less than 1% of the Existing Capital and
they will abstain from voting at the EGM. A circular containing further details of the Stock
Purchase Agreement and the transactions contemplated thereunder and the notice of the EGM
will be despatched to the shareholders of TOM as soon as practicable. TOM will also publish
the details of the Modified Ratio calculation as described in the Confirmation Announcement
and its application to the notifiable transactions of TOM in the next published annual report
and accounts.
– 12 –

The business of the TOM Group includes cross-media strategy and telecom value added
services, such as an Internet portal delivering Internet infotainment content and services,
e-commerce propositions, development of software and computer network systems, provision
of related services and event production, broadband content and service provision, sportsrelated
content, event management and advertising, web-based e-mail service provision, outdoor
media advertising, online media businesses and print media businesses.
DEFINITIONS
“10-day Average Price”
“Associates”
“Board”
“Business Weekly”
“Cité”
“Cité Acquisition”
“Cité Publishing Holding”
“Cité Publishing Holding
Share(s)”
means HKD2.069, being the average closing price per TOM
Share of the 10 consecutive trading days immediately before
and including the date of the Stock Purchase Agreement as
quoted on the Stock Exchange
has the same meaning as ascribed thereto under the GEM
Listing Rules
means the board of Directors
means (Business Weekly
Publishing Inc.), a company incorporated in Taiwan and a
wholly-owned subsidiary of Diamond
means (Cité Publishing
Limited), a company incorporated in Taiwan and is 99.97%
owned by HMG. The remaining 0.03% shareholding of Cité
is owned by a person who is independent of the Directors,
chief executive, substantial shareholders and management
shareholders of TOM and their respective Associates and does
not hold any TOM Share
means the acquisition by TOM Print Media of up to an
aggregate of 11.645% of the issued share capital of Cité
Publishing Holding from all or some of the HMG MI
Shareholders who have accepted the Offer pursuant to the
Stock Purchase Agreement
means Cité Publishing Holding Limited, a company
incorporated in the British Virgin Islands. Upon completion
of the Print Media Group Restructuring, TOM Print Media
will own 76.71% and the HMG MI Shareholders will own an
aggregate of 23.29% of Cité Publishing Holding
means the share(s) of USD0.01 each in the capital of Cité
Publishing Holding
– 13 –

“Completion”
means completion of the Cité Acquisition
“Confirmation Announcement” means an announcement of TOM dated 13th June, 2002
regarding the Modified Ratio calculation and its application
to the notifiable transactions of TOM
“Consideration Shares”
“Diamond”
“Director(s)”
“EGM”
“Enlarged Capital”
“Existing Capital”
“GEM”
“GEM Listing Rules”
“HKD”
“HKGAAP”
means a maximum of 39,491,198 TOM Shares to be allotted
and issued (credited as fully paid) at HKD5.51 per TOM
Share to all or some of the HMG MI Shareholders who have
sold the Cité Publishing Holding Shares to TOM Print Media
under the Offer as consideration for the Cité Acquisition
means Diamond Profits Limited, a company incorporated in
the British Virgin Islands and a wholly-owned subsidiary of
TOM Print Media. As at the date of the Stock Purchase
Agreement, Diamond owns the entire issued share capital of
Business Weekly
means the director(s) of TOM
means an extraordinary general meeting of TOM to be
convened for approving, amongst other things, the Stock
Purchase Agreement and the transactions contemplated
thereunder
means 3,374,458,954 TOM Shares in issue upon the issue
and allotment of the maximum number of the Consideration
Shares (assuming that no further issues of TOM Shares from
14th February, 2003 up to the date of such issue other than
the maximum number of the Consideration Shares)
means 3,334,967,756 TOM Shares in issue as at 14th
February, 2003
means the Growth Enterprise Market of the Stock Exchange
means the Rules Governing the Listing of Securities on GEM
means Hong Kong Dollars
means generally accepted accounting principles in Hong Kong
– 14 –

“HMG”
“HMG MI Shareholders”
“Hong Kong”
“Market Price”
“Mr. Jan”
“NTD”
means Home Media Group Limited, a company incorporated
in the Cayman Islands and, upon completion of the Print
Media Group Restructuring, a wholly-owned subsidiary of
Cité Publishing Holding. As at the date of the Stock Purchase
Agreement, HMG owns the entire issued share capital of PC
Home and approximately 99.97% of the issued share capital
of Cité
means the 241 shareholders of HMG (including Mr. Jan),
who have agreed to subscribe for an aggregate of 23.29% of
the issued share capital of Cité Publishing Holding pursuant
to the Subscription Agreement and are independent of the
Directors, chief executive, substantial shareholders and
management shareholders of TOM and their respective
Associates. The HMG MI Shareholders include individual
investors, investment funds, corporations and employees of
PC Home and Cité. Their shareholdings in Cité Publishing
Holding will range from approximately 0.0003% to
approximately 2.026%
means the Hong Kong Special Administrative Region of the
People’s Republic of China
means HKD2.10, being the closing price per TOM Share as
quoted on the Stock Exchange on 14th February, 2003
(i.e., the date of the Stock Purchase Agreement)
means Jan Hung-Tze (), who is the chairman of Cité
and a director of each of Business Weekly, Sharp Point, PC
Home and HMG. Mr. Jan is independent of the Directors,
chief executive, substantial shareholders and management
shareholders of TOM and their respective Associates. Upon
completion of the Print Media Group Restructuring, Mr. Jan
will own approximately 2.026% of Cité Publishing Holding.
As Mr. Jan is the chief executive officer of the Print Media
Group and there are numerous HMG MI Shareholders
involved in the transaction, notifying the HMG MI
Shareholders of the Offer by Mr. Jan on behalf of TOM Print
Media will facilitate the process and completion of the Cité
Acquisition
means New Taiwan Dollars
– 15 –

“Offer”
“PC Home”
“Print Media Group”
“Print Media Group
Restructuring”
“Print Media Group
Restructuring Circular”
“Right Charm”
“Sharp Point”
“Stock Exchange”
“Stock Purchase Agreement”
means an offer to be made by TOM Print Media to acquire
up to an aggregate of 11.645% of the issued share capital of
Cité Publishing Holding from all or some of the HMG MI
Shareholders pursuant to the Stock Purchase Agreement
means (PC Home
Publications Inc.), a company incorporated in Taiwan and a
wholly-owned subsidiary of HMG
means Cité Publishing Holding, Diamond, Business Weekly,
Right Charm, Sharp Point, HMG, PC Home and Cité
means the subscription by TOM Print Media and the HMG
MI Shareholders of 76.71% and an aggregate of 23.29% of
the issued share capital of Cité Publishing Holding,
respectively and the sale and purchase of the shareholding
interests in Diamond, Right Charm and HMG pursuant to the
Subscription Agreement. Details of the Print Media Group
Restructuring were disclosed in the Print Media Group
Restructuring Circular
means a circular of TOM dated 16th January, 2003 in respect
of the Print Media Group Restructuring
means Right Charm International Limited, a company
incorporated in the British Virgin Islands and, upon
completion of the Print Media Group Restructuring, a whollyowned
subsidiary of TOM Print Media. As at the date of the
Stock Purchase Agreement, Right Charm owns the entire
issued share capital of Sharp Point
means (Sharp Point Publishing Co.,
Limited), a company incorporated in Taiwan and a whollyowned
subsidiary of Right Charm
means The Stock Exchange of Hong Kong Limited
means a stock purchase agreement entered into between TOM
Print Media, Cité Publishing Holding and Mr. Jan on
14th February, 2003, under which TOM Print Media will
make an offer to the HMG MI Shareholders to acquire up to
an aggregate of 11.645% of the issued share capital of Cité
Publishing Holding
– 16 –

“Subscription Agreement”
“Taiwan”
“TOM”
“TOM Group”
“TOM Print Media”
“TOM Share(s)
“USD”
means an agreement dated 27th December, 2002 entered into
between TOM Print Media, Cité Publishing Holding, the HMG
MI Shareholders and Mr. Jan in respect of the Print Media
Group Restructuring
means Taiwan
means TOM.COM LIMITED, a company incorporated in the
Cayman Islands and whose shares are listed on GEM
means TOM and its subsidiaries
means TOM Print Media Group Limited, a company
incorporated in the British Virgin Islands and a wholly-owned
subsidiary of TOM
means the share(s) of HKD0.10 each in the capital of TOM
means United States Dollars
HKD1 = NTD4.46
By Order of the Board
TOM.COM LIMITED
Angela Mak
Company Secretary
Hong Kong, 14th February, 2003
This announcement, for which the Directors of TOM collectively and individually accept full
responsibility, includes particulars given in compliance with the GEM Listing Rules for the
purpose of giving information with regard to TOM. The Directors of TOM, having made all
reasonable enquiries, confirm that, to the best of their knowledge and belief:- (i) the information
contained in this announcement is accurate and complete in all material respects and not
misleading; (ii) there are no other matters the omission of which would make any statement in
this announcement misleading; and (iii) all opinions expressed in this announcement have
been arrived at after due and careful consideration and are founded on bases and assumptions
that are fair and reasonable.
This announcement will remain on the GEM website at www.hkgem.com on the “Latest Company
Announcements” page for at least 7 days from the day of its posting and on the website of
TOM at www.tomgroup.com.
– 17 –