MAJOR TRANSACTION - TOM Group

“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
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