09:41     TOM ONLINE<08282> - 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.                                
                                                                              
    TOM Group Limited                                                         
    *                                                                         
    (Incorporated in the Cayman Islands with limited liability)               
    (Stock Code: 2383)                                                        
                                                                              
    TOM Online Inc.                                                           
    *                                                                         
    (Incorporated in the Cayman Islands with limited liability)               
    (Stock Code: 8282)                                                        
                                                                              
    JOINT ANNOUNCEMENT                                                        
                                                                              
    UPDATE                                                                    
    ON                                                                        
    VERY SUBSTANTIAL ACQUISITION                                              
    INVOLVING THE ISSUE OF SHARES AND                                         
    CONNECTED TRANSACTIONS                                                    
                                                                              
    in relation to                                                            
    Acquisition of 100% of the issued share capital of                        
    Puccini International Limited                                             
                                                                              
    The board of directors of TOM and TOM Online announce that based          
    on the Puccini 2004 Audited Accounts, the Earn-out Amount is              
    US$132,094,090 (equal to 7.7 times the 2004 Net Profit) and the           
    Earn-out Consideration will be paid to Cranwood in the following          
    manner:                                                                   
                                                                              
    (i) US$66,047,045 (being 50% of the Earn-out Amount) will be paid         
    in cash by the end of April 2005; and                                     
                                                                              
    (ii) US$47,547,044 (being US$66,047,045 (being 50% of the Earn-out        
    Amount) less US$18,500,001) will be satisfied by the issue and            
    allotment of shares of TOM Online (credited as fully paid) at an          
    issue price equal to the Average Closing Price.                           
                                                                              
    Accordingly, 304,155,503 Earn-out Consideration Shares (credited          
    as fully paid) at HK$1.21933333 per share were issued and allotted        
    to Cranwood and its nominee on 25 April 2005.                             
                                                                              
    By Order of the Board                                                     
    TOM GROUP LIMITED                                                         
    Angela Mak                                                                
    Company Secretary                                                         
                                                                              
    By Order of the Board                                                     
    TOM ONLINE INC.                                                           
    Angela Mak                                                                
    Company Secretary                                                         
                                                                              
    Hong Kong, 25 April 2005                                                  
                                                                              
    As at the date hereof, the directors of TOM are:                          
                                                                              
    Executive Directors:                                                      
    Mr. Sing Wang                                                             
    Ms. Tommei Tong                                                           
                                                                              
    Non-executive Directors:                                                  
    Mr. Frank Sixt (Chairman)                                                 
    Ms. Debbie Chang                                                          
    Mrs. Susan Chow                                                           
    Mr. Edmond Ip                                                             
    Mrs. Angelina Lee                                                         
    Mr. Holger Kluge                                                          
    Mr. Wang Lei Lei                                                          
                                                                              
    Independent non-executive Directors:                                      
    Mr. Henry Cheong                                                          
    Ms. Anna Wu                                                               
    Mr. James Sha