MAJOR TRANSACTION - TOM Group

(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.
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