MAJOR TRANSACTION - TOM Group

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(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. – 8 –
Completion Completion shall take place on the 14th business day after the date on which the last of the conditions precedent, as set out in the Stock Purchase Agreement, is fulfilled (or waived) or such other date as the parties may agree prior to Completion. Upon completion of the Print Media Group Restructuring, the board of directors of Cité Publishing Holding will consist of 10 directors, of which 7 will be nominated by TOM Print Media and 3 will be nominated by HMG MI Shareholders. Upon Completion, if TOM Print Media’s aggregate shareholding in Cité Publishing Holding is more than or equal to 80%, TOM Print Media shall be entitled to nominate 8 (instead of 7) and the HMG MI Shareholders shall be entitled to nominate 2 (instead of 3) of the 10 directors of Cité Publishing Holding upon Completion. INFORMATION ON THE PRINT MEDIA GROUP Cité Publishing Holding Cité Publishing Holding is established as the flagship company for TOM’s Taiwan publishing business. TOM’s Taiwan publishing units, namely, Business Weekly, Sharp Point, PC Home and Cité are consolidated under Cité Publishing Holding. Business Weekly Established in 1987, Business Weekly is Taiwan’s leading magazine publisher with a 15-year operating history. Its flagship publication Business Weekly () is Taiwan’s best-selling business magazine with an annual circulation of 5.6 million copies. Other popular titles published by the Business Weekly Group include Citta Bella (), a widely-read monthly magazine on fashion trends and Mom Baby (), a monthly magazine providing tips on pregnancy, child care and parenting. The Business Weekly Group has established excellent relations with international publishers. Nong Nong Magazine Co., Ltd. is publishing the Taiwan edition of Marie Claire (), a monthly magazine on fashion and style, and Shape ( ), a monthly magazine on fitness. The audited proforma combined net revenue, profit before taxation and profit after taxation of Business Weekly as shown by the audited proforma consolidated profit and loss account of Business Weekly prepared in accordance with HKGAAP for the year ended 31st December, 2000 were approximately NTD546,372,000 (approximately HKD122,505,000), NTD175,474,000 (approximately HKD39,344,000) and NTD139,128,000 (approximately HKD31,195,000), respectively. The unaudited proforma combined net revenue, profit before taxation and profit after taxation of Business Weekly as shown by the unaudited proforma consolidated profit and loss account of Business Weekly prepared in accordance with HKGAAP for the year ended 31st December, 2001 were approximately NTD629,380,000 (approximately HKD141,117,000), NTD124,482,000 (approximately HKD27,911,000) and NTD93,361,000 (approximately HKD20,933,000), respectively. As at 31st December, 2001, the unaudited consolidated net tangible assets of Business Weekly as shown by the unaudited consolidated balance sheet of Business Weekly as at 31st December, 2001 prepared in accordance with HKGAAP was approximately NTD168,795,000 (approximately HKD37,846,000). As at 31st – 9 –
Page 1 and 2: This announcement appears for infor
Page 3 and 4: On 27th December, 2002, TOM Print M
Page 5 and 6: Shareholding structure before and a
Page 7: The price per Consideration Share r
Page 11 and 12: HMG, PC Home and Cité HMG is the h
Page 13 and 14: The business of the TOM Group inclu
Page 15 and 16: “HMG” “HMG MI Shareholders”
Page 17: “Subscription Agreement” “Tai

MAJOR TRANSACTION - TOM Group

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