10:26     MING PAO ENT<00685> - 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.               
                                                                              
    This announcement appears for information purposes only and does not      
    constitute an invitation or offer to acquire, purchase or subscribe       
    for any securities.                                                       
                                                                              
    MING PAO ENTERPRISE CORPORATION LIMITED                                   
    (Incorporated in Bermuda with limited liability)                          
    (Stock code: 685)                                                         
                                                                              
    POSSIBLE DISCLOSEABLE TRANSACTION AND MATERIAL                            
    DILUTION OF INTEREST IN A MAJOR SUBSIDIARY IN RELATION TO                 
    THE PROPOSED SPIN-OFF AND SEPARATE LISTING OF                             
    ONE MEDIA GROUP LIMITED                                                   
    ON THE MAIN BOARD OF                                                      
    THE STOCK EXCHANGE OF HONG KONG LIMITED                                   
                                                                              
    FINANCIAL ADVISER TO MING PAO ENTERPRISE CORPORATION LIMITED              
    G.K. Goh Securities (H.K.) Limited                                        
                                                                              
    The Board is pleased to announce that, on 10 May 2005, the Company        
    made an application to the Stock Exchange for the approval of the         
    Proposed Spin-off, and OMG submitted an advance booking form (Form        
    A1) to the Stock Exchange for an application for the listing of, and      
    permission to deal in, the shares of OMG on the Main Board of the Stock   
    Exchange. The Proposed Spin-off is subject to the requirements under      
    Practice Note 15 and other relevant provisions of the Listing Rules.      
                                                                              
    The Proposed Spin-off, should it proceed, will constitute a               
    discloseable transaction for the Company under Rule 14.06 of the          
    Listing Rules. It will also constitute a material dilution of the         
    Company's interest in a major subsidiary, which will require approval     
    of the Shareholders under Practice Note 15 of the Listing Rules. The      
    OMG Share Option Scheme will also require approval of the Shareholders    
    under Chapter 17 of the Listing Rules. A circular containing, among       
    other things, further details of the Proposed Spin-off and the OMG        
    Share Option Scheme, advice from an independent financial adviser on      
    the Proposed Spin-off as well as a notice of an extraordinary general     
    meeting to be convened by the Company to approve the Proposed Spin-off    
    and the OMG Share Option Scheme, will be despatched to the                
    Shareholders in due course.                                               
                                                                              
    No final decision has yet been made by the Board as to whether and        
    when the Proposed Spin-off and the Share Offer will be launched. There    
    can be no assurance that the approval of the Stock Exchange for the       
    Proposed Spin-off and the listing of, and permission to deal in, the      
    shares of OMG will be granted. Further announcement(s) will be made       
    by the Company in relation to the Proposed Spin-off and the Share Offer   
    if and when appropriate.                                                  
                                                                              
    Shareholders and potential investors should note that the Proposed        
    Spin-off is subject to, among other things, the final decision of the     
    Board and the approvals from the Shareholders and the Stock Exchange      
    and, may or may not proceed. Accordingly, Shareholders and potential      
    investors are reminded to exercise caution when dealing in the Shares.    
                                                                              
    INTRODUCTION                                                              
                                                                              
    This announcement is made pursuant to Rule 13.09 of the Listing Rules.    
    As disclosed in the Company's announcement dated 12 March 2004 and        
    circular dated 3 April 2004, the Board has been considering a possible    
    spin-off of a subsidiary of Winmax which will hold all the companies      
    and assets of Winmax and its subsidiaries and the listing of such         
    subsidiary's securities on the Stock Exchange. The Board is pleased       
    to announce that, on 10 May 2005, the Company made an application to      
    the Stock Exchange for the approval of the Proposed Spin-off, and OMG     
    submitted an advance booking form (Form A1) to the Stock Exchange for     
    an application for the listing of, and permission to deal in, the         
    shares of OMG on the Main Board of the Stock Exchange. The Proposed       
    Spin-off is subject to the requirements under Practice Note 15 and        
    other relevant provisions of the Listing Rules.