WH Group Limited — M&A Activity 2001

Jul 26, 2001

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.

SING PAO MEDIA GROUP LIMITED

(to be renamed as PREMIUM LAND LIMITED)

(Incorporated in Bermuda with limited liability)

Unconditional cash offer by

Kingsway SW Securities Limited

on behalf of

Upland Profits Limited

to acquire all the issued shares in

Sing Pao Media Group Limited

other than those already owned by

Upland Profits Limited

or parties acting in concert with it

Financial adviser to Sing Pao Media Group Limited

The offeree document setting out, amongst other things, information on the company, separate letters from the independent board committee and the independent financial adviser in respect of the offer, will be despatched to shareholders on 25th July, 2001.

Despatch of Offeree Document

The offeree document containing, amongst other things, information on the company, separate letters from the independent board committee and the independent financial adviser in respect of the offer, will be despatched to shareholders on 25th July, 2001.

Information extracted from the offeree document

The following pro forma statement of adjusted net tangible asset value of the Sing Pao Media group is based on the audited consolidated balance sheet of the group as at 31st March, 2001 and adjusted as follows:

Unaudited proforma consolidated net tangible asset value of the Sing Pao Media group upon completion of the disposal

HK$’000

Audited consolidated net asset value of the

Sing Pao Media group as at 31st March, 2001 211,333

Less: Intangible asset value (Note 1) (68,075 )

143,258

Add: Gross proceeds from the disposal 110,000

Less: Decrease in the consolidated net tangible asset value of

Sing Pao Media group upon completion of the disposal (50,143 )

Unaudited proforma consolidated net tangible asset value 203,115

Unaudited proforma consolidated net tangible asset value per

Sing Pao Media group share (based on 312,947,194 shares

as at latest practicable date) HK$0.649

Set out below is the timetable of the offer:

2001

Offer opens ……………………………………………………………….. Wednesday, 11th July

Latest time and date of acceptance …………………………. 4:00 p.m. on Wednesday, 8th August

Closing date of the offer (Note 2) ……………………………. 9:30 a.m. on Thursday, 9th August

Latest time for posting of remittances (Note 3) ………………………….. Saturday, 18th August

Notes:

1. This was sold to Expert Solution on completion of the disposal.

2. The offer will be closed at 9:30 a.m. on Thursday, 9th August, 2001 unless Upland Profits revises or extends the offer in accordance with the Takeovers Code. An announcement on the results of the offer will be published on the closing date.

3. The consideration payable for the shares tendered under the offer will be paid within 10 days after the receipt by the Registrar of the requisite documents from a shareholder accepting the offer.

4. Acceptance of the offer shall be irrevocable and not capable of being withdrawn, except as permitted under the Takeovers Code.

Capitalised terms used in this announcement shall have the same meanings as defined in the offeree document unless the context otherwise defines.

By the order of the board

Sing Pao Media Group Limited

Ma Wai Man, Catherine

Company Secretary

Hong Kong, 24th July, 2001

All the directors of Sing Pao Media Group Limited jointly and severally accept full responsibility for the accuracy of the information contained in this announcement and confirm, having made all reasonable inquiries, that to the best of their knowledge and belief, opinions expressed in this announcement have been arrived at after due and careful consideration and that there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.

Please also refer to the published version of this announcement in the Hong Kong iMail.