09:08     TOM GROUP<02383> - 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                                                         
    (Stock Code: 2383)                                                        
                                                                              
    TERMINATION                                                               
                                                                              
    OF                                                                        
                                                                              
    DISCLOSEABLE TRANSACTION                                                  
                                                                              
    Proposed establishment of the Lineland Joint Venture                      
    in Wuhan, the People's Republic of China                                  
    and                                                                       
    Proposed grant of the put and call options                                
                                                                              
    The Board announces that as certain conditions precedent as               
    set out in the Lineland Agreement have not been fulfilled on              
    or before the Lineland Deferred Long Stop Date, the Lineland              
    Agreement has lapsed and terminated on 15 May 2005.                       
                                                                              
    Reference is made to the circular of TOM Group Limited (the               
    "Company") dated 5 January 2005 (the "Circular") in respect of            
    the establishment of the Lineland Joint Venture and the                   
    announcement of the Company dated 15 March 2005 (the "Deferral            
    Announcement") in respect of the deferral of the Lineland Long            
    Stop Date. Capitalised terms used herein shall have the same              
    meanings as those defined in the Circular and the Deferral                
    Announcement.                                                             
                                                                              
    BACKGROUND                                                                
    Pursuant to the Lineland Agreement, TOM Outdoor Media (through            
    TOM Nominee) and Lineland have agreed to jointly establish the            
    Lineland Joint Venture in Wuhan, the PRC which will be engaged            
    in the advertising business. The Lineland Joint Venture will              
    be owned as to 51% by TOM Nominee and as to 49% by Lineland.              
    In addition, TOM Outdoor Media (through TOM Nominee) will                 
    provide an amount of RMB4.59 million in cash to the Lineland              
    Joint Venture for funding its capital expenditure and working             
    capital requirements.                                                     
                                                                              
    Subject to certain conditions set out in the Lineland                     
    Agreement, Lineland has been granted the Lineland Put Option              
    and the Lineland Call Option. Pursuant to the Lineland Put                
    Option, Lineland has the right to sell all (but not part) of              
    its equity interest in the Lineland Joint Venture to TOM                  
    Outdoor Media (or to an affiliated company nominated by TOM               
    Outdoor Media). Pursuant to the Lineland Call Option, Lineland            
    and/or Mr. H Chen and/or Mr. G Chen and/or Mr. Feng and/or Ms.            
    Liu has a right to acquire 51% of the equity interest in the              
    Lineland Joint Venture held by TOM Nominee and/or its                     
    affiliated companies, together with the rights in and to the              
    Lineland TOM Loan.                                                        
                                                                              
    As disclosed in the Deferral Announcement, the Lineland                   
    Agreement is conditional upon the fulfilment or waiver by TOM             
    Outdoor Media of the relevant conditions precedent within 5               
    months after the date of the Lineland Agreement (i.e. on or               
    before 15 May 2005) ("Lineland Deferred Long Stop Date") (or              
    other date as the parties may agree).                                     
                                                                              
    TERMINATION OF THE LINELAND AGREEMENT                                     
    As certain conditions precedent as set out in the Lineland                
    Agreement cannot be fulfilled on or before the Lineland                   
    Deferred Long Stop Date (e.g. the due diligences on the                   
    business operation of Lineland has not been completed and in              
    connection thereto the issue of the PRC legal opinion has not             
    been issued), the Board announces that the Lineland Agreement             
    has lapsed and terminated on 15 May 2005.                                 
                                                                              
    As at the date hereof, the Lineland Joint Venture has not been            
    established in the PRC and no contribution of registered                  
    capital has been made by TOM Outdoor Media. Upon termination              
    of the Lineland Agreement, TOM Outdoor Media has no further               
    financial obligations under the Lineland Agreement (including             
    the provision of the Lineland TOM Loan). The termination of               
    the Lineland Agreement has no material impact on the business             
    of the Group.                                                             
                                                                              
    By Order of the Board                                                     
    TOM GROUP LIMITED                                                         
    Angela Mak                                                                
    Company Secretary