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

DEFINITIONS“Retailers”“RMB”“SFO”“Share Acquisition”“Share Option Scheme”“Shiji Hong Xiang”“Stock Exchange”“Supplemental Agreement”“TOM”“TOM Group”“TOM Nominee”means Shiji Hong Xiang, Jinhui and Hong Xiang Advertisingmeans Renminbimeans the Securities and Futures Ordinance (Chapter 571 of theLaws of Hong Kong)means the acquisition by TOM Solutions of the entire issued sharecapital of BVI Shareholder from Mr. Zhangmeans the share option scheme adopted by TOM on 11th February,2000 (as amended)means (Beijing Shiji Hong XiangAudio-Video Company Limited), a domestic limited liabilitycompany organized and existing under the laws of the PRC whichis engaged in the business of retail distribution of audio videoproducts and is independent of the Directors, chief executive,substantial shareholders or management shareholders of TOM orany of their respective Associates. As at the Latest PracticableDate, as advised by Mr. Zhang, Shiji Hong Xiang is controlled byhimmeans The Stock Exchange of Hong Kong Limitedmeans a supplemental agreement entered into between TOMSolutions and Mr. Zhang on 8th April, 2004 to supplement andamend certain terms and conditions of the Agreementmeans TOM Group Limited, a company incorporated in theCayman Islands, whose shares are listed on GEMmeans TOM and its subsidiariesmeans (Beijing GuojiatongInformation Consultancy Company Limited), a domestic limitedliability company organised and existing under the laws of PRCand which has been nominated by TOM Solutions to hold 1% ofthe equity interest in Hong Xiang New Co.. The shareholders ofTOM Nominee have granted options to a subsidiary of TOM,under which such subsidiary of TOM is entitled at any time toacquire all the equity interests owned by the shareholders in TOMNominee at a total consideration for an amount equal to the entireregistered capital of TOM Nominee– 5 –