MAJOR TRANSACTION - TOM Group

“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
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