THIS CIRCULAR IS IMPORTANT AND REQUIRES ... - TOM Group

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APPENDIXGENERAL INFORMATIONNumberName of and class of Percentage ofName of subsidiaries Shareholders shares held shareholdingTennis Management Spectrum International 40 ordinary 40%Limited Holding Limited sharesShandong Qilu Jinan Qilu Xinjiye Registered capital 40%International Outdoor Advertising Company RMB4,400,000Media Company Limited LimitedLiaoning New Star New Star Prosperity Registered capital 40%Guangming Media Advertising Company RMB4,000,000Assets CompanyLimitedLimitedShenyang Sano Global Shenyang Sano Registered capital 40%Media Company Jinxiang Advertising RMB1,200,000Limited Co., Ltd.Xiamen Bomei Lianhe Xiamen Bomei Registered capital 40%Advertising Company Advertising Company RMB600,000LimitedLimitedHenan New Tianming Beijing Tianming Registered capital 50%Advertising & International Investment RMB3,000,000Information Chuanbo Management CompanyCompany Limited LimitedQingdao Chunyu Qingdao Chunyu Registered capital 30%Advertising Chuanbo Advertising and RMB450,000Company Limited Decor ConstructionCompany LimitedSichuan Southwest Sichuan Southwest Registered capital 30%Outdoor Media International Advertising RMB900,000Company Limited CompanyFujian Seeout Guangming Fujian Seeout Outdoor Registered capital 30%Media Advertising Advertising Company RMB1,500,000Company Limited LimitedCNPIT TOM Culture Registered capital 30%Company Limited RMB1,500,000China Entertainment Turner Broadcasting 10,778 35.93%Television Broadcast System Asia Pacific, Inc. ordinary sharesLimited– 27 –
APPENDIXGENERAL INFORMATIONSave as disclosed herein, as at the Latest Practicable Date, none of the Directors are not aware ofany other persons who has an interest or short position in the shares or underlying shares of TOM whichfall to be disclosed to TOM under the provisions of Divisions 2 and 3 of Part XV of the SFO, or who isinterested in 10% or more of the nominal value of any class of share capital carrying rights to vote in allcircumstances at general meetings of any other member of the Group.4. DIRECTORS’ INTERESTS IN COMPETING BUSINESSMr. Frank Sixt and Mrs. Susan Chow, the Chairman and a non-executive director of TOMrespectively, are executive directors of Hutchison Whampoa Limited (“HWL”) and directors of certain ofits Associates (collectively referred to as “HWL Group”). Mr. Frank Sixt is also a non-executive directorof Cheung Kong (Holdings) Limited (“CKH”) and director of certain of its Associates (collectivelyreferred to as “CKH Group”). Mr. Edmond Ip, a non-executive director of TOM, is an executive directorof CKH and a director of certain of its Associates. HWL Group is engaged in e-commerce and generalinformation portals, event production, broadband content, sports-related content, event management andadvertising, outdoor media, information technology and new technology, systems integration, anddevelopment of software and computer network systems. CKH Group is engaged in e-commerce projectsand operating general information portals. The Directors believe that there is a risk that such businessesmay compete with those of the Group.Mr. Sing Wang, an executive director and the chief executive officer of TOM, holds 4.55% of theequity interest in (“Yabuy Online”) whose main business consists of theoperation of yabuy.com, an online auction website in the PRC. The Directors believe that there is a riskthat the business of Yabuy Online may compete with those of the Group.Ms. Tommei Tong, an executive director and the chief financial officer of TOM, is a beneficialowner of less than 1% of the equity interest in Qin Jia Yuan Media Services Company Limited (“Qin JiaYuan”) whose principal business engaged in the provision of media services in the PRC. The Directorsbelieve that there is a risk that the business of Qin Jia Yuan may compete with those of the Group.Ms. Debbie Chang, a non-executive director of TOM, is a director of Beijing ChinaCare e-MedLimited (“ChinaCare”) whose main business consists of healthcare related information technology,information and consulting services. ChinaCare had entered into a content provision agreement withLTWJi. The Directors are of the view that the provisions of IVR-related content by ChinaCare to LTWJiunder the agreement is complementary to, and not in competition with, the business of provision of IVRservices by LTWJi. The provision of IVR-related content by ChinaCare will only be in competition withLTWJi’s business if ChinaCare provides such content to other IVR services providers in the PRC. In thisregard, Cranwood Company Limited (“Cranwood”) has undertaken, inter alia, to TOM that companiescontrolled by Cranwood will not in the PRC provide IVR-related content to the competitors of TOM andits subsidiaries.Save as disclosed above, none of the Directors or the management shareholders of TOM or theirrespective Associates have any interests in a business, which competes or may compete with the businessof the Group.– 28 –
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THIS CIRCULAR IS IMPORTANT AND REQUIRES ... - TOM Group

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