09:51     MING PAO ENT<00685> - Announcement (9)                              

    GENERAL                                                                   
                                                                              
    The board of directors of the Company comprises four executive            
    directors being, Tan Sri Datuk Tiong Hiew King (Chairman), Mr. Tiong      
    Kiu King, Dr. Tiong Ik King and Mr. Tiong Kiew Chiong; and two            
    independent non-executive directors being, Mr. Tang Ying Yu and Mr.       
    David Yu Hon To.                                                          
                                                                              
    G.K. Goh Securities (H.K.) Limited has been retained by the Company       
    as the financial adviser in relation to the Continuing Connected          
    Transactions.                                                             
                                                                              
    DEFINITIONS                                                               
                                                                              
    In this announcement, the following expressions have the meanings set     
    out below unless the context requires otherwise:                          
                                                                              
    ``Administrative Service Agreement''   the agreement entered into         
    between MPH and Richtop dated 1 February 2004 relating to the             
    provision of administrative services by MPH to the Richtop Group or       
    the Listco Group                                                          
                                                                              
    ``Agreements''   the Licensing Agreements and the Service Agreements      
                                                                              
    ``Annual Cap(s)''   the maximum annual amount of each type of the         
    Continuing Connected Transactions to be transacted for the three          
    financial years of the Company ending 31 March 2007                       
                                                                              
    ``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                 
                                                                              
    ``Continuing Connected Transactions''   the continuing connected          
    transactions contemplated under the Licensing Agreements and the          
    Service Agreements between the Winmax Group and other members of the      
    Group relating to the operations of the HK Magazines                      
                                                                              
    ``CW Licensing Agreement''   the agreement entered into between MP        
    Finance and Lisport dated 1 February 2004 (as amended by the              
    supplemental agreements dated 29 March 2004 and 6 April 2004) relating    
    to the licensing of the CW Trademark to Lisport                           
                                                                              
    ``CW Trademark''   the trademark of City Children's Weekly                
                                                                              
    ``Directors''   directors (including independent non-executive            
    directors) of the Company                                                 
                                                                              
    ``Group''   the Company and its subsidiaries                              
                                                                              
    ``HK Magazines''   City Children's Weekly, HI-TECH WEEKLY and Ming        
    Pao Weekly                                                                
                                                                              
    ``HK Magazines Reorganization''   the reorganization effected by the      
    Group which resulted in:                                                  
                                                                              
    ---   Richtop becoming the immediate holding company of the principal     
    operating subsidiaries of the Company which operate the HK Magazines;     
                                                                              
       ---   Winmax becoming the immediate holding company of Richtop;        
    and                                                                       
                                                                              
       ---   the declaration and payment of dividends by the Winmax Group     
    to other members of the Group of approximately HK$31.8 million            
                                                                              
    ``HT Licensing Agreement''   the agreement entered into between MP        
    Finance and MPM dated 1 February 2004 (as amended by the supplemental     
    agreements dated 29 March 2004 and 6 April 2004) relating to the          
    licensing of the HT Trademark to MPM                                      
                                                                              
    ``HT Trademark''   the trademark of HI-TECH WEEKLY                        
                                                                              
    ``Licensing Agreements''   the CW Licensing Agreement, the HT             
    Licensing Agreement and the MPW  Licensing Agreement                      
                                                                              
    ``Lisport''   Lisport Company Limited, a direct wholly owned              
    subsidiary of Richtop, which is an indirect wholly owned subsidiary       
    of Winmax as at the date of this announcement                             
                                                                              
    ``Lisport Group''   Lisport, its subsidiaries, associates and             
    licensees                                                                 
                                                                              
    ``Listco''   Listco will be a subsidiary of Winmax which will hold        
    all the companies and assets of the Winmax Group, the shares of which     
    are proposed to be listed on the Stock Exchange or a recognized stock     
    exchange under the Proposed Spin-off