09:22 TOMSON GROUP<00258> - Announcement (1) 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. TOMSON GROUP LIMITED (Incorporated in the Cayman Islands with limited liability) (Stock Code: 258) CONNECTED AND DISCLOSEABLE TRANSACTION Pursuant to the Acquisition Agreement, Tomson China, a wholly-owned subsidiary of the Company, has agreed to acquire a 20% interest in the issued share capital of Bonton at a consideration of US$18 million (equivalent to approximately HK$140.4 million). Following Completion, Bonton will become a wholly-owned subsidiary of the Company. The Vendor is a substantial shareholder of Bonton and thus a connected person of the Company within the meaning of the Listing Rules. The Acquisition therefore constitutes a connected transaction for the Company and the Completion is conditional on, inter alias, independent Shareholders' approval. The Acquisition also constitutes a discloseable transaction for the Company under Rule 14.06(2) of the Listing Rules. A circular relating to the Acquisition containing, among others, a letter from the independent financial advisor and a letter from the independent board committee setting out their advice on the Acquisition, and a notice of a general meeting will be despatched to the Shareholders within 21 days after publication of this announcement. ACQUISITION AGREEMENT Date : 17 January 2005 Purchaser : Tomson China Vendor : Yung Shin Investments Limited Pursuant to the Acquisition Agreement, Tomson China, a wholly-owned subsidiary of the Company, has agreed to acquire a 20% interest in the issued share capital of Bonton at a consideration of US$18 million (equivalent to approximately HK$140.4 million). Consideration The consideration of US$18 million (equivalent to approximately HK$140.4 million) for the Acquisition is payable upon Completion. The consideration for the Acquisition was agreed on an arm's length basis between Tomson China and the Vendor. In determining the consideration, the Group has considered the net asset value of Bonton, the valuation of the property interest of Bonton referred to below and the Group's assessment of the property market in Shanghai, PRC. The Group will finance the consideration from internal resources. Conditions and Completion Completion is conditional on (i) the approval of the Acquisition by the Shareholders in accordance with the Listing Rules on or before 31 March 2005 or such later date as the parties may agree in writing and (ii) the approval of the sale of the 20% interest in the entire issued share capital of Bonton by the board of directors of the ultimate holding company of the Vendor on or before 20 January 2005 or such later date as the parties may agree in writing. If any of the conditions are not fulfilled, the Acquisition Agreement will be terminated. INFORMATION ON BONTON Bonton is a limited company incorporated in the British Virgin Islands on 7 May 1992. Its issued share capital is US$65,010,000, divided into 65,010,000 shares of US$1 each. Before the Acquisition, Bonton is beneficially owned as to 80% by Tomson China and 20% by the Vendor. Both Tomson China and the Vendor have subscribed for the shares in Bonton at par value. The board of directors of Bonton comprises three directors, one of them is nominated by the Vendor and will resign on Completion. The sole asset of Bonton is its indirect investment in a residential development project under construction in Lujiazui, Pudong, Shanghai, PRC. The development will have a gross floor area of approximately 142,000 square metres and it is expected that construction would be completed in late 2005. The audited net asset value of Bonton as at 31