TOM Group Limited — Capital/Financing Update 2011

Oct 7, 2011

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make 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)

CONTINUING CONNECTED TRANSACTIONS

The Board announces that in consideration of CKH and HWL granting the Guarantees, on 7 October 2011, the Company entered into the CKH Guarantee Fee Agreements and the HWL Guarantee Fee Agreements with CKH and HWL respectively, under which, the Company has agreed to pay an aggregate guarantee fee in an amount equivalent to 0.5% per annum of the aggregate principal amount outstanding under the Loan Facilities to CKH and HWL payable quarterly in advance in proportion to their respective percentage of the Guarantees given in respect of the obligations of the Company under the Loan Facilities, subject to the annual Caps of HK$3,000,000, HK$11,000,000, HK$11,000,000 and HK$9,000,000 for the years ending 31 December 2011, 2012, 2013 and 2014 respectively.

As CKH and HWL are substantial shareholders of the Company, the transactions contemplated under the Guarantee Fee Agreements constituted continuing connected transactions for the Company under Chapter 14A of the Listing Rules. However, as each of the applicable percentage ratios for the transactions contemplated under the Guarantee Fee Agreements, on aggregate and annual basis, is less than 5%, such transactions are only subject to the reporting and announcement requirements and no independent shareholders’ approval is required.

GUARANTEE FEE AGREEMENTS

The Company has been granted the Loan Facilities of up to an aggregate principal amount of HK$2,200 million by four independent financial institutions pursuant to two facility agreements and two supplemental deeds entered into by the Company on 7 October 2011 for a term of 3 years for the purpose of refinancing the existing indebtedness of the Group and financing the working capital requirements of the Group.

As a condition of making available the Loan Facilities to the Company, on 7 October 2011, CKH provided guarantees on a several basis in respect of 19.65% of the Company’s obligations under each of the Loan Facilities; and HWL provided guarantees on a several basis in respect of 80.35% of the Company’s obligations under each of the Loan Facilities.

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The Board announces that in consideration of CKH and HWL granting the Guarantees, on 7 October 2011, the Company entered into the CKH Guarantee Fee Agreements and the HWL Guarantee Fee Agreements with CKH and HWL respectively, under which, the Company has agreed to pay an aggregate guarantee fee in an amount equivalent to 0.5% per annum of the aggregate principal amount outstanding under the Loan Facilities to CKH and HWL payable quarterly in advance in proportion to their respective percentage of the Guarantees given in respect of the obligations of the Company under the Loan Facilities, subject to the annual Caps of HK$3,000,000, HK$11,000,000, HK$11,000,000 and HK$9,000,000 for the years ending 31 December 2011, 2012, 2013 and 2014 respectively.

The aforesaid guarantee fee was arrived at after arm’s length negotiations and on normal commercial basis, and was determined with reference to the guarantee fees received by CKH and HWL for the provision of similar guarantees to secure the obligations of their subsidiaries and associated companies under loan facilities. In addition, the Caps are based on the annual total amount of the guarantee fee payable to CKH and HWL under the Guarantee Fee Agreements.

REASONS FOR ENTERING INTO THE GUARANTEE FEE AGREEMENTS

As the provision of the Guarantees is made a condition precedent to the respective draw down of the Loan Facilities and in consideration of CKH and HWL granting the Guarantees for the benefit of the Company, the Board (including the independent non-executive Directors) consider it in the interests of the Company and its shareholders taken as a whole to pay the guarantee fees to CKH and HWL pursuant to the Guarantee Fee Agreements.

The Board (including the independent non-executive Directors) also consider the respective terms of, and the Caps under the Guarantee Fee Agreements to be on normal commercial terms, fair and reasonable and in the interests of the Company and its shareholders as a whole.

CONTINUING CONNECTED TRANSACTIONS

Currently, CKH and HWL are interested in approximately 12.23% and 24.47% of the issued share capital of the Company respectively. As CKH and HWL are substantial shareholders of the Company, the transactions contemplated under the Guarantee Fee Agreements constituted continuing connected transactions for the Company under Chapter 14A of the Listing Rules. However, as each of the applicable percentage ratios for the transactions contemplated under the Guarantee Fee Agreements, on aggregate and annual basis, is less than 5%, such transactions are only subject to the reporting and announcement requirements and no independent shareholders’ approval is required.

As none of the Directors has any material interest in the continuing connected transactions herein announced, no Director was required to abstain from voting on the Board resolutions in relation to the approval of the Guarantee Fee Agreements and the Caps.

GENERAL

The Company is listed on the main board of the Stock Exchange. A leading Chinese-language media group in the Greater China region, the Group has diverse business interests in five key areas: Internet, e-commerce, outdoor media, publishing and television & entertainment across markets in the PRC, Taiwan and Hong Kong.

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DEFINITIONS

DEFINITIONS	DEFINITIONS
		ompanygregate guarantee fee payable by the
“Board”the board of directors of the C“Cap”the maximum value of the a		ompanygregate guarantee fee payable by the
“C“CAg“C	Coman	imited, a companyility, the shares of whk Exchange (Stock Care investment holds are active in the fi, hotel and servicedment and investment inte guarantee fee agrend CKH on 7 Octobertee fee to CKH forpany’s obligations unmpany incorporated	incorporated inich are listed on
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	Hong Kong with limited liab
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	principal activities of CKH
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	KH Guarantee Feecollectively, the four separa
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	guarantee to secure the Com		der each of thein the Cayman
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	ompany”TOM Group Limited, a co
Islands with limited liability whose shares are listed on the MainBoard of the Stock Exchange“Director(s)”the director(s) of the Company“Group”the Company and its subsidiaries“Guarantees”collectively, the guarantees provided all on 7 October 2011 byCKH and HWL on a several basis in respect of the Company’sobligations under the Loan Facilities“Guarantee Fee Agreements”collectively, the CKH Guarantee Fee Agreements and the HWLGuarantee Fee Agreements“HK$”Hong Kong dollars, the lawful currency of Hong Kong“Hong Kong”the Hong Kong Special Administrative Region of the PRC“HWL”Hutchison Whampoa Limited, a company incorporated in HongKong with limited liability, the shares of which are listed on theMain Board of the Stock Exchange (Stock Code: 13). HWL and itssubsidiaries operate and invest in five core businesses: ports andrelated services; property and hotels; retail; energy andinfrastructure,financeandinvestments,andothers;andtelecommunications

“HWL Guarantee Fee	collectively, the four separate guarantee fee agreements entered
Agreements”	into between the Company and HWL on 7 October 2011 in respect
	of the payment of a guarantee fee to HWL for its provision of
	guarantee to secure the Company’s obligations under each of the
	Loan Facilities

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“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange “Loan Facilities” the four separate term and revolving loan facilities of up to an aggregate principal amount of HK$2,200 million agreed to be made available to the Company by four independent financial institutions pursuant to two facility agreements dated 7 October 2011, and two supplemental deeds dated 7 October 2011 “PRC” the People’s Republic of China “Stock Exchange” The Stock Exchange of Hong Kong Limited

By Order of the Board TOM GROUP LIMITED Angela Mak Executive Director

Hong Kong, 7 October 2011

As at the date hereof, the directors of the Company are:

Executive Directors: Non-executive Directors: Independent non-executive Directors: Mr. Yeung Kwok Mung Mr. Frank Sixt (Chairman) Mr. Henry Cheong Ms. Angela Mak Ms. Debbie Chang Ms. Anna Wu Mrs. Susan Chow Mr. James Sha Mr. Edmond Ip Mrs. Angelina Lee Alternate Director: Mr. Francis Meehan (Alternate to each of Mr. Frank Sixt, Ms. Debbie Chang, Mrs. Susan Chow and Mr. Edmond Ip)

* for identification purpose

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