MAJOR TRANSACTION - TOM Group

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.
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