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

DEFINITIONS“Director(s)”“Earn-out Payment”“Enlarged Capital”“Equity Transfer”“Existing Capital”“GEM”“GEM Listing Rules”“HKD”“HKGAAP”“Hong Kong”“Hong Xiang”“Hong Xiang Acquisition”means the director(s) of TOMmeans a sum of RMB15,000,000 (approximately HKD14,150,943)payable by TOM Solutions to Mr. Zhang and/or his nominee(s)by way of issuance and allotment of the Incentive Sharesmeans 3,891,981,594 TOM Shares in issue upon the issuance andallotment of the Incentive Shares assuming that there are no furtherissues of TOM Shares from the Latest Practicable Date up to thedate of such issue other than the Incentive Sharesmeans the acquisition by TOM Nominee of 1% of the equityinterest in Hong Xiang New Co. from the PRC Shareholdermeans 3,889,413,365 TOM Shares in issue as at the LatestPracticable Datemeans the Growth Enterprise Market of the Stock Exchangemeans the Rules Governing the Listing of Securities on GEMmeans Hong Kong dollarsmeans the Statements of Standard Accounting Practice issued bythe Hong Kong Society of Accountants and accounting principlesgenerally accepted in Hong Kongmeans the Hong Kong Special Administrative Region of the PRCmeans (Guangzhou Hong XiangAudio-Video Production Company Limited), a domestic limitedliability company organized and existing under the laws of thePRC. As at the Latest Practicable Date, transfer of equity interestin Hong Xiang has been effected (subject to receipt of regulatoryapproval), Hong Xiang will be owned as to 50% by Mr. Zhangand as to 50% by Ms. Zhangmeans the acquisition by TOM Solutions of 50% of the equityinterest in Hong Xiang New Co. through the Equity Transfer andthe Share Acquisition pursuant to the Agreement– 2 –