MAJOR TRANSACTION - TOM Group

“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
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