TOM Group Limited — M&A Activity 2005

Mar 15, 2005

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)

DEFERRAL OF LONG STOP DATE

OF

DISCLOSEABLE TRANSACTIONS

(1) Proposed establishment of the Jinzhao Joint Venture in Chongqing, the People’s Republic of China which will be engaged in the advertising business and Proposed grant of the put and call options AND

(2) Proposed establishment of the Lineland Joint Venture in Wuhan, the People’s Republic of China which will be engaged in the advertising business and Proposed grant of the put and call options

The Board announces that the parties to the Jinzhao Agreement have agreed that the Jinzhao Long Stop Date will be deferred and the Jinzhao Agreement is conditional upon the fulfilment or waiver by TOM Outdoor Media of the relevant conditions precedent within 5 months after the date of the Jinzhao Agreement (i.e. on or before 15 May 2005) (or other date as the parties may agree).

In addition, the parties to the Lineland Agreement have agreed that the Lineland Long Stop Date will be deferred and the Lineland Agreement is conditional upon the fulfilment or waiver by TOM Outdoor Media of the relevant conditions precedent within 5 months after the date of the Lineland Agreement (i.e. on or before 15 May 2005) (or other date as the parties may agree).

DEFERRAL OF LONG STOP DATE

Reference is made to the circular of TOM Group Limited (the “Company”) dated 5 January 2005 (the “Circular”) in respect of the establishment of the Jinzhao Joint Venture and the Lineland Joint Venture. Capitalised terms used herein shall have the same meanings as those defined in the Circular.

Jinzhao Joint Venture

As disclosed in the Circular, the Jinzhao Agreement is conditional upon the fulfilment or waiver by TOM Outdoor Media of the relevant conditions precedent within 90 days after the date of the Jinzhao Agreement (i.e. on or before 15 March 2005) (“Jinzhao Long Stop Date”) (or other date as the parties may agree).

As extra time is required for the conditions precedent to be fulfilled (including more time is required to conduct the due diligences by TOM Outdoor Media (and in connection thereto the issue of the PRC legal opinion) so as to confirm that there is no material adverse change in the business operation of Jinzhao), the parties to the Jinzhao Agreement have agreed that the Jinzhao Long Stop Date will be deferred and the Jinzhao Agreement is conditional upon the fulfilment or waiver by TOM Outdoor Media of the relevant conditions precedent within 5 months after the date of the Jinzhao Agreement (i.e. on or before 15 May 2005) (“Jinzhao Deferred Long Stop Date”) (or other date as the parties may agree).

Further announcement will be made should there be any further changes to the Jinzhao Deferred Long Stop Date.

Lineland Joint Venture

As disclosed in the Circular, the Lineland Agreement is conditional upon the fulfilment or waiver by TOM Outdoor Media of the relevant conditions precedent within 90 days after the date of the Lineland Agreement (i.e. on or before 15 March 2005) (“Lineland Long Stop Date”) (or other date as the parties may agree).

As extra time is required for the conditions precedent to be fulfilled (including more time is required to conduct the due diligences by TOM Outdoor Media (and in connection thereto the issue of the PRC legal opinion) so as to confirm that there is no material adverse change in the business operation of Lineland), the parties to the Lineland Agreement have agreed that the Lineland Long Stop Date will be deferred and the Lineland Agreement is conditional upon the fulfilment or waiver by TOM Outdoor Media of the relevant conditions precedent within 5 months after the date of the Lineland Agreement (i.e. on or before 15 May 2005) (“Lineland Deferred Long Stop Date”) (or other date as the parties may agree).

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Further announcement will be made should there be any further changes to the Lineland Deferred Long Stop Date.

By Order of the Board TOM GROUP LIMITED Angela Mak

Company Secretary

Hong Kong, 15 March 2005

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

Executive Directors: Non-executive Directors: Mr. Sing Wang Mr. Frank Sixt (Chairman) Ms. Tommei Tong Ms. Debbie Chang Mrs. Susan Chow Independent non-executive Directors: Mr. Edmond Ip Mr. Henry Cheong Mrs. Angelina Lee Ms. Anna Wu Mr. Holger Kluge Mr. James Sha Mr. Wang Lei Lei

• for identification purpose

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

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