TOM Group Limited — Capital/Financing Update 2005

Feb 24, 2005

This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities.

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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(Stock Code: 2383)

DISCLOSEABLE TRANSACTION

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(Stock Code: 8282)

SHARE TRANSACTION

JOINT ANNOUNCEMENT DEFERRAL OF SUBSCRIPTION COMPLETION

in relation to Proposed acquisition of approximately 80.6% of the issued share capital of Indiagames Limited

The Board is pleased to announce that the Sale Completion took place on 24 February 2005.

As extra time is required for completing the process of the subscription, issue and allotment of the Subscription Shares in India, the Board announces that the Subscription Completion will be deferred and will take place on or before 31 March 2005.

Reference is made to the joint announcement of TOM Group Limited (“TOM”) and TOM Online Inc. (“TOM Online”) dated 17 December 2004 (“Joint Announcement”) and the circular of TOM dated 10 January 2005 (“Circular”) in respect of the proposed acquisition of approximately 80.6% of the issued share capital of Indiagames Limited. Unless otherwise defined herein, terms used herein shall have the same meaning as defined in the Joint Announcement and the Circular.

Sale Completion

The Board is pleased to announce that, after all of the Conditions were fulfilled, the Sale Completion took place on 24 February 2005. As a result, TOM Online Games has successfully acquired approximately 76.29% of the issued and paid-up share capital of Indiagames as at the Sale Completion. Indiagames becomes a non wholly-owned subsidiary of TOM and TOM Online.

Deferral of Subscription Completion

Pursuant to the Sale and Subscription Agreement, the Subscription Completion will take place on or before 28 February 2005.

As extra time is required for completing the process of the subscription, issue and allotment of the Subscription Shares in India, the Board announces that the parties to the Sale and Subscription Agreement have agreed that the Subscription Completion will be deferred and will take place on or before 31 March 2005.

Further announcement will be made should the Subscription Completion not take place on or before 31 March 2005 in the manner mentioned above or should there be any further changes to the date of Subscription Completion.

By Order of the Board By Order of the Board TOM GROUP LIMITED TOM ONLINE INC. Angela Mak Angela Mak Company Secretary Company Secretary

Hong Kong, 24 February 2005

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As at the date hereof, the directors of TOM are: Executive Directors: Non-executive Directors: Mr. Sing Wang Mr. Frank Sixt (Chairman) Ms. Tommei Tong Ms. Debbie Chang Mrs. Susan Chow Mr. Edmond Ip Mrs. Angelina Lee Mr. Holger Kluge Mr. Wang Lei Lei

As at the date hereof, the directors of TOM Online are: Executive Directors: Non-executive Directors: Mr. Wang Lei Lei Mr. Frank Sixt (Chairman) Mr. Xu Zhiming Mr. Sing Wang (Vice Chairman) Mr. Peter Schloss Ms. Tommei Tong Ms. Elaine Feng Mr. Fan Tai Alternate Director: Mr. Wu Yun Mrs. Susan Chow (Alternate to Mr. Frank Sixt)

Independent non-executive Directors: Mr. Henry Cheong Ms. Anna Wu Mr. James Sha

Independent non-executive Directors:

Mr. Gordon Kwong Mr. Ma Wei Hua Dr. Lo Ka Shui

• for identification purpose

Please also refer to the published version of this announcement in The Standard.

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