10:27 MING PAO ENT<00685> - Announcement (3) POSSIBLE DISCLOSEABLE TRANSACTION, MATERIAL DILUTION OF INTEREST IN A MAJOR SUBSIDIARY AND SHAREHOLDERS' APPROVAL 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. Upon completion of the Proposed Spin-off, OMG will remain a subsidiary of the Company. 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. GENERAL 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. In connection with the Share Offer, the price of the offer shares may be stabilized in accordance with the Securities and Futures (Price Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong). Details of any intended stabilization and how it will be regulated under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) and rules made thereunder will be contained in the prospectus to be issued by OMG in connection with the Share Offer. 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. DEFINITIONS ``Board'' the board of Directors of the Company ``Company'' Ming Pao Enterprise Corporation Limited, an exempted company incorporated in Bermuda with limited liability, whose shares are listed on the Main Board of the Stock Exchange ``Directors'' directors of the Company ``Group'' the Company and its subsidiaries ``Hong Kong'' the Hong Kong Special Administrative Region of the PRC ``Listing Rules'' the Rules Governing the Listing of Securities on the Stock Exchange (as amended from time to time) ``OMG'' One Media Group Limited, an exempted company incorporated in the Cayman Islands with limited liability on 11 March 2005 ``OMG Group'' OMG, OMH and OMH's subsidiaries ``OMG Share Option Scheme'' the share option scheme proposed to be adopted by OMG which will take effect subject to, among other things, the commencement of dealings in OMG's shares on the Stock Exchange ``OMH'' One Media Holdings Limited, formerly known as Richtop Resources Limited and One Media Group Limited, a company incorporated in the British Virgin Islands with limited liability on 16 January 2004 and a direct wholly-owned subsidiary of Winmax ``PRC'' the People's Republic of China, but for the purpose of this announcement and for geographical reference only, does not include Hong Kong, the Macau Special Administrative Region and Taiwan ``Proposed Spin-off'' the proposed separate listing of the shares of OMG on the Main Board of the Stock Exchange ``Share(s)'' ordinary share(s) of HK$0.10 each in the capital of the Company ``Shareholder(s)'' the holder(s) of the Share(s) ``Share Offer'' the proposed offer of the shares in OMG for subscription to the public in Hong Kong and the placing of the shares in OMG with certain professional and institutional investors, in connection with the Proposed Spin-off