09:43     MING PAO ENT<00685>-Announcement & Resumption of Trading(12)        

    PROPOSED SPIN-OFF                                                         
                                                                              
    The Board is pleased to announce that it is considering a possible        
    spin-off of Listco and the listing of its securities on the Stock         
    Exchange or a recognised stock exchange. However, no final decision       
    has yet been made as to whether or not the Proposed Spin-off will be      
    effected and the timing thereof. There can be no assurance that the       
    Proposed Spin-off will proceed. Further announcement will be made in      
    relation to the Proposed Spin-off if and when appropriate.                
                                                                              
    Any listing of the shares of Listco pursuant to the Proposed Spin-off     
    are subject to, among other things, the state of the equity markets,      
    the approvals of the relevant regulatory authorities, and the final       
    decision of the Board and the Shareholders. Shareholders and the          
    prospective investors of the Company are reminded to exercise caution     
    when dealing in the Shares.                                               
                                                                              
    GENERAL                                                                   
                                                                              
    G.K. Goh Securities (H.K.) Limited has been appointed as the financial    
    adviser to the Company. A circular containing, among other things,        
    further details of, inter alia, the Subscription Agreement, the           
    Shareholders' Agreement and the notice of the SGM will be despatched      
    to the Shareholders as soon as practicable.                               
                                                                              
    SUSPENSION AND RESUMPTION OF TRADING IN SHARES                            
                                                                              
    Trading in Shares on the Stock Exchange was suspended at the request      
    of the Company from 9:30 a.m. on 9 March 2004 pending the release of      
    this announcement. Application has been made for trading in Shares        
    to resume from 9:30 a.m. on 15 March 2004.                                
                                                                              
    DEFINITIONs                                                               
                                                                              
    In this announcement, the following expressions have the meanings set     
    out below unless the context requires otherwise:                          
                                                                              
    ``Adjustment''                                                            
    the adjustment to be made either by way of cash payment or in lieu        
    thereof a transfer of Winmax Shares as a result of difference between     
    Media2U Actual Pre-tax Profits and Media2U Targeted Pre-tax Profits       
                                                                              
    ``AMC''                                                                   
                                                                              
    Alpha Media Consultants Limited, a company incorporated in the            
    British Virgin Islands, and is wholly owned by an independent third       
    party not connected to the Company, the directors, chief executive        
    officer, substantial shareholders of the Company, or any of its           
    subsidiaries or any of their respective associates, and a party to        
    the Richtop 2nd Option Agreement                                          
                                                                              
    ``associate(s)''                                                          
                                                                              
    has the meaning ascribed to it under the Listing Rules                    
                                                                              
    ``Board''                                                                 
                                                                              
    the board of directors of the Company                                     
                                                                              
    ``business day''                                                          
                                                                              
    a day (other than Saturday) on which licensed banks in Hong Kong are      
    generally open for business                                               
                                                                              
    ``Company''                                                               
                                                                              
    Ming Pao Enterprise Corporation Limited, an exempted company              
    incorporated in Bermuda with limited liability, the shares of which       
    are listed on the Stock Exchange                                          
                                                                              
    ``Completion''                                                            
                                                                              
    completion of the Subscription Agreement                                  
                                                                              
    ``Conch''                                                                 
                                                                              
    Conch Company Limited, a company incorporated in the British Virgin       
    Islands, being the controlling Shareholder interested in                  
    approximately 63.54% in the issued share capital of the Company. Conch    
    is owned as to 40.0% by Seaview Global Company Limited, a company         
    jointly owned by two executive Directors, Tan Sri Datuk Tiong Hiew        
    King and Dr. Tiong Ik King, and in addition, Tan Sri Datuk Tiong Hiew     
    King and Dr. Tiong Ik King directly hold 25% and 22% of the interest      
    in Conch respectively. The remaining 13% interest in Conch is held        
    by five associates of these two executive Directors                       
                                                                              
    ``Directors''                                                             
                                                                              
    the directors of the Company