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Each of

THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE US SECURITIES
AND EXCHANGE COMMISSION OR BY ANY US STATE SECURITIES COMMISSION, NOR HAS THE
SEC OR ANY US STATE SECURITIES COMMISSION PASSED UPON THE MERITS OR FAIRNESS
OF THE TRANSACTION NOR UPON THE ADEQUACY OR ACCURACY OF THE INFORMATION
CONTAINED IN THIS ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

This announcement appears for information purposes only and does not constitute an invitation or offer to
acquire, purchase or subscribe for securities of TOM or TOM Online.

To the extent the offers referred to in this announcement are being or to be made into the United States, they are
being made or to be made directly by TOM. References in this announcement to offers being made or to be
made by Goldman Sachs on behalf of TOM should be construed accordingly.

(Stock Code: 2383) (Stock Code: 8282)

PRIVATISATION OF
TOM ONLINE INC.

BY
TOM GROUP LIMITED
BY WAY OF A SCHEME OF ARRANGEMENT

(UNDER SECTION 86 OF THE COMPANIES LAW OF THE CAYMANISLANDS)
AT THE PRICE OF HK$1.52 PER SCHEME SHARE
(INCLUDING SCHEME SHARES UNDERLYING ADSs)

SANCTION OF THE SCHEME BY THE GRAND COURT, EFFECTIVE DATE,
CESSATION IN DEALINGS IN AND WITHDRAWAL OF LISTING OF THE SHARES AND

THE ADSs AND
DESPATCH OF CHEQUES FOR CASH PAYMENT UNDER THE PROPOSALS

Financial Adviser to TOM Group Limited

Goldman Sachs (Asia) L.L.C.

Independent Financial Adviser to the Independent Board Committee of
TOM Online Inc.

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The Scheme was sanctioned without modification by the Grand Court on Friday, 31 August 2007 (Cayman
Islands time).

All of the conditions of the Share Proposal and the Scheme have been fulfilled, and the Scheme became
effective on Friday, 31 August 2007 (Cayman Islands time). The Option Proposal also became effective on the
same day (Cayman Islands time).
The last day for dealings in the Shares on GEM was on Monday, 27 August 2007 (Hong Kong time). The last
day for dealings in the ADSs on NASDAQ was on Monday, 27 August 2007 (New York time). The listing of
the Shares on GEM will be withdrawn with effect from 9:30 a.m. on Monday, 3 September 2007 (Hong Kong
time). The listing of the ADSs on NASDAQ will be withdrawn with effect from Thursday, 6 September 2007
(New York time).
Cheques for cash payment under the Proposals are expected to be despatched by or on behalf of TOM as soon
as possible on or before Friday, 7 September 2007 (Hong Kong time), but in any event they will be despatched
by Monday, 10 September 2007 (Hong Kong time).

Introduction

This announcement is made pursuant to Rule 13.09 of the Rules Governing the Listing of Securities on The
Stock Exchange of Hong Kong Limited and Rule 17.10 of the Rules Governing the Listing of Securities on the
Growth Enterprise Market of

Reference is made to the joint announcement dated 9 March 2007 made by TOM Group Limited (“TOM”) and
TOM Online Inc. (“TOM Online”), the announcement dated 28 March 2007 made by TOM Online, the joint
announcement dated 30 March 2007 made by TOM and TOM Online, the announcement dated 11 April 2007
made by TOM, the announcement dated 25 April 2007 made by TOM, the joint announcement dated 30 April
2007 made by TOM and TOM Online, the joint announcement dated 6 June 2007 made by TOM and TOM
Online, the joint announcement dated 8 June 2007 made by TOM and TOM Online, the joint announcement
dated 25 June 2007 made by TOM and TOM Online, the joint announcement dated 27 June 2007 made by TOM
and TOM Online, the joint announcement dated 10 July 2007 made by TOM and TOM Online and the joint
announcement dated 10 August 2007 made by TOM and TOM Online. Terms defined in the composite
document dated 30 April 2007 containing, among other things, details of the Proposals (the “Scheme
Document”) have the same meaning when used in this announcement unless otherwise defined herein.
Sanction of the Scheme by the Grand Court
The Scheme was sanctioned without modification by the Grand Court on Friday, 31 August 2007 (Cayman
Islands time). The reduction of the share capital of TOM Online was also confirmed by the Grand Court on the
same day (Cayman Islands time).
Effective Date of the Scheme and the Proposals
A copy of the order of the Grand Court, issued under Section 86 of the Companies Law after the Scheme was
sanctioned without modification by the Grand Court and the reduction of the share capital of TOM Online was
confirmed by the Grand Court on Friday, 31 August 2007 (Cayman Islands time), was delivered to the Registrar
of Companies in the Cayman Islands for registration on the same day (Cayman Islands time). All of the
conditions set out in the section headed “Conditions of the Share Proposal and the Scheme” in the Explanatory
Memorandum on pages 79 to 80 of the Scheme Document have been fulfilled, and the Scheme and the Share
Proposal became effective on Friday, 31 August 2007 (Cayman Islands time). The Option Proposal also became
effective on the same day (Cayman Islands time).
Cessation in dealings in and withdrawal of listing of the Shares and the ADSs
The last day for dealings in the Shares on GEM was on Monday, 27 August 2007 (Hong Kong time). The last
day for dealings in the ADSs on NASDAQ was on Monday, 27 August 2007 (New York time).

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An application for the withdrawal of the listing of the Shares on GEM has been made to the Stock Exchange.
The listing of the Shares on GEM will be withdrawn with effect from 9:30 a.m. on Monday, 3 September 2007
(Hong Kong time).
A notice for the withdrawal of the listing of the ADSs on NASDAQ has been sent to NASDAQ. The listing of
the ADSs on NASDAQ will be withdrawn with effect from Thursday, 6 September 2007 (New York time).
Despatch of cheques for cash payment under the Proposals
Cheques for cash payment under the Proposals are expected to be despatched by or on behalf of TOM as soon
as possible on or before Friday, 7 September 2007 (Hong Kong time), but in any event they will be despatched
by Monday, 10 September 2007 (Hong Kong time).
US Rule 13e-3 Notice

The sanction of the Scheme by the Grand Court is a condition to the Share Proposal. The Share Proposal is part
of a going private transaction subject to Rule 13e-3 of the U.S. Securities Exchange Act of 1934. On 30 April
2007, TOM and TOM Online filed a Schedule 13E-3 with the SEC relating to the proposed going private
transaction, as well as amendments to the Schedule 13E-3 on 2 May 2007, 29 May 2007, 7 June 2007, 8 June
2007, 27 June 2007, 10 July 2007, 25 July 2007 and 10 August 2007. Investors may view and download a copy
of the Schedule 13E-3 and its amendments at the SEC's website at http://www.sec.gov.

By Order of the Board of
TOM Group Limited
Angela Mak
Executive Director
By Order of the Board of
TOM Online Inc.
Peter Schloss
Executive Director

Hong Kong, 1 September 2007

As at the date of this announcement, the directors of TOM are:

Executive Directors: Non-executive Directors: Independent non-executive Directors:
Ms. Tommei Tong Mr. Frank Sixt (Chairman) Mr. Henry Cheong
Ms. Angela Mak Ms. Debbie Chang Ms. Anna Wu
Mr. Wang Lei Lei Mrs. Susan Chow Mr. James Sha
Mr. Edmond Ip
Mrs. Angelina Lee

The directors of TOM jointly and severally accept full responsibility for the accuracy of the information
contained in this announcement (other than that relating to the TOM Online Group) and confirm, having made
all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement (other
than that relating to the TOM Online Group) have been arrived at after due and careful consideration and there
are no other facts not contained in this announcement, the omission of which would make any statement in this
announcement (other than that relating to the TOM Online Group) misleading.

As at the date of this announcement, the directors of TOM Online are:

Executive Directors: Non-executive Directors: Independent non-executive Directors:
Mr. Wang Lei Lei Mr. Frank Sixt (Chairman) Mr. Gordon Kwong
Mr. Peter Schloss Ms. Tommei Tong (Vice Chairman) Mr. Ma Wei Hua
Ms. Elaine Feng Ms. Angela Mak Dr. Lo Ka Shui
Mr. Fan Tai
Alternate Director:
Mrs. Susan Chow
(Alternate to Mr. Frank Sixt)

This announcement, for which the directors of TOM Online collectively and individually accept full
responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on
the Growth Enterprise Market of the Stock Exchange for the purpose of giving information with regard to TOM

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Online. The directors of TOM Online, having made all reasonable enquiries, confirm that, to the best of their
knowledge and belief: (i) the information contained in this announcement (other than information in relation to
TOM Group and parties acting in concert with them (except the TOM Online Group)) is accurate and complete
in all material respects and not misleading; (ii) there are no other matters the omission of which would make
any statement in this announcement misleading; and (iii) all opinions expressed in this announcement (other
than that relating to TOM Group and parties acting in concert with them (except the TOM Online Group)) have
been arrived at after due and careful consideration and are founded on bases and assumptions that are fair and
reasonable.

This announcement will remain on GEM website on the “Latest Company Announcements” page for a minimum
period of 7 days from the date of publication.

for identification purpose