TOM.COM LIMITED Consolidated China’s Outdoor Media Market

1. TOM.COM LIMITEDConsolidated China’s Outdoor Media Market 27th March 2002 Hong Kong

2. I. TOM Outdoor Media Network

3. A Leading Nationwide Outdoor Media Network • Consolidated 12 leading regional outdoor media companies • Established a presence in 22 cities China

4. 5 New Acquisitions Boost Revenue and Profit by ~50% Note 1: Existing 7 Companies include Fench Media, Maya Cultural, Perfect Team, Chunyu, Qilu, Tianming, Yanhuang Note 2: 5 New Acquisitions include New Star, Sano, Southwest International, Bomei, and Seeout (Source: Management Accounts)

5. TOM is the Dominant Company for Billboards & Unipoles Why Focus on Billboards & Unipoles? • Account for ~50% of outdoor ad expenditure in China (成科互動) • Lower CAPEX • Longer contract terms – more stable Why Diversified Assets? • TOM acquires the most effective and the best-selling assets in each city • One-stop outdoor advertising solution TOM’s Outdoor Media Mix Total area: 170,000 m2

6. Why Billboards & Unipoles? • In the US, billboards command the highest operating margins and dominate outdoor advertising sales Operating Margin Range Mix of Advertising Expenditure (2000) 50 - 55% 45 - 50% 20 - 45% Source: Morgan Stanley report (January 2002)

7. Immediate Expansion Plan Total Area of TOM Outdoor Media Assets (m2) m2 Total area: 210,000 m2 24% growth 40,000 170,000 170,000

8. II. New Acquisitions

9. Expansion Strategy: Planned and Systematic Execution FIRST BATCH China’s 3 most important economic regions and the top 3 cities in outdoor advertising expenditure China’s most populous province Southwest: Leverage market share leadership to gain pricing advantage SECOND BATCH Northeast: Acquire the most profitable companies with quality assets and efficient cost structures as the base to expand market share Province of twin cities: Achieve leadership in Fujian Province by dominating the twin cities

10. A Thorough, Systematic Acquisition Evaluation Process 7 transactions completed and 5 in MOU stage Completed over 30 evaluation reports On-site evaluation of 24 companies in 14 cities Short listed 61 companies for further analysis Conducted research on 164 outdoor media companies in 23 cities Q4 Q2 Q3 Q4 Q1 2000 2001 2001 2001 2002

11. Prevailing Terms for Outdoor Media Acquisitions • Acquisitions are typically financed with less than 50% in cash and the rest in TOM shares issued at HK$5.51 • PE ratio is typically 9.5x for outdoor business and 4.75x for agency business • The consideration will be adjusted proportionate to any shortfall of guaranteed profit in the first year: • Profit Guarantee: • Minimum CAGR of 15% • Any shortfall of guaranteed profits in the next 2-4 years will be compensated by dividend entitlements or cash Cost of acquiring 12 companies Cash: HK$ 194M TOM Shares: HK$ 741M • Additional guarantees • If receivables are not recovered within a certain period from the execution of definitive agreements, the consideration will be adjusted downward accordingly

12. New Star: The Largest & Most Profitable Operator in Dalian • The largest outdoor media company in Dalian, Liaoning Province • Dalian is the second busiest port city in China and the richest city in the northeast region • Client base includes domestic and international advertisers: China Telecom, Jitong Telecom, Shanghai Pudong Development Bank, China National Petroleum Corp, Honghe Tobacco, Tsingdao Beer, Mitsubishi … Average occupancy rate: 90% Source: Management Accounts

13. New Star Transaction Highlights Acquisition • Consideration will be adjusted proportionate to any shortfall of guaranteed profit in 2001 Profit Guarantee • Any shortfall of guaranteed profits in 2002-2005 will be compensated by dividend entitlements or cash Profit After Tax Guarantee Minimum 15% CAGR guaranteed RMB’M Actual Guarantee Source: Actual figures based on Management Accounts

14. Sano: The Largest Outdoor Media Company in Shenyang • The largest bus shelter network in Shenyang, Liaoning Province • Shenyang recorded the highest outdoor advertising expenditure (RMB512 million) in China after Beijing, Shanghai and Guangzhou • Client base includes domestic and international advertisers: Sanjiu Enterprises Group, Legend, China Merchants Bank, Intel, Siemens, Motorola, Rado, Marlboro, Carlsberg … Average occupancy rate: 70% Source: Management Accounts

15. Sano Transaction Highlights Acquisition • Consideration will be adjusted proportionate to any shortfall of guaranteed profit in 2002 Profit Guarantee • Any shortfall of guaranteed profits in 2003-2005 will be compensated by dividend entitlements or cash Profit After Tax Guarantee Minimum 15% CAGR guaranteed RMB’M Actual Guarantee Source: Actual figures based on Management Accounts

16. Southwest International: The Largest Operator in Sichuan Province • The largest outdoor media company in Sichuan Province • Based in Chengdu which is ranked among China’s top 10 cities in terms of outdoor advertising expenditure (RMB263 million) • Highest number of billboards along Chengdu-Chongqing highway • Client base includes domestic and international advertisers: China Mobile, PICC, Jia Ling Motorcycle, Wu Liang Ye, Luzhou Laojiao … Average occupancy rate: 80% Source: Management Accounts

17. Southwest International Transaction Highlights Acquisition • Consideration will be adjusted proportionate to any shortfall of guaranteed profit in the 12 months after the execution of a definitive agreement Profit Guarantee • Non-management shareholder (government body) will exit – transaction priced cheaper at 7x PE with 1 year profit guarantee. Profit After Tax Guarantee RMB’M Actual Guarantee Source: Actual figures based on Management Accounts * 12 months after execution of a definitive agreement

18. Bomei: The Largest Operator in Xiamen • The largest outdoor media company in Xiamen, Fujian Province • Xiamen is a Special Economic Zone that is expected to be the key beneficiary of increasing trade between Mainland China and Taiwan • Client base includes domestic and international advertisers: Coca-Cola, Ericsson, Nokia, Huiquan Beer, Honghe Tobacco, British American Tobacco, Davidoff … Average occupancy rate: 71% Source: Management Accounts

19. Bomei Transaction Highlights Acquisition • Consideration will be adjusted proportionate to any shortfall of guaranteed profit in 2001 Profit Guarantee • Any shortfall of guaranteed profits in 2002-2004 will be compensated by dividend entitlements or cash Profit After Tax Guarantee Minimum 15% CAGR guaranteed RMB’M Actual Guarantee Source: Actual figures based on Management Accounts

20. Seeout: The Largest Operator in Fujian Province • The largest outdoor media company in Fujian Province, the seventh highest GDP per capita in China • Based in Fuzhou, the capital city of Fujian Province • Client base includes domestic and international advertisers: Huiquan Beer, China Mobile, China Unicom, China Minsheng Bank, China Construction Bank, pharmaceutical companies … Average occupancy rate: 83% Source: Management Accounts

21. Seeout Transaction Highlights Acquisition • Consideration will be adjusted proportionate to any shortfall of guaranteed profit in 2001 Profit Guarantee • Any shortfall of guaranteed profits in 2002-2004 will be compensated by dividend entitlements or cash Profit After Tax Guarantee Minimum 15% CAGR guaranteed RMB’M Actual Guarantee Source: Actual figures based on Management Accounts

22. III. TOM Outdoor Media Group

23. TOM Outdoor Media Group TOM Outdoor Media Group Centralised Management Unified Operations Consistent Brand 100% 50% 65% 50% 60% 50% FENCHMEDIA MAYACULTURAL PERFECT TEAM CHUNYU QILU TIANMING 60% 60% 70% 60% 60% 50% SOUTHWEST INTERNATIONAL BOMEI SEEOUT NEW STAR SANO YANHUANG Acquisition at MOU stage

24. Integrating Outdoor Companies • Unified logos in line with TOM corporate identity • Adopt system-wide financial and operating standards • Compare monthly operating results of individual outdoor business units and benchmark key performance indicators against international best practices • Best performing sales teams conduct training sessions across business units • Developing a coordinated pricing structure • Developing a proprietary Web-based outdoor media asset management system to standardise client management and optimize the utilization of outdoor media inventory

25. A Centralised Asset Management System TOM Outdoor Media Asset Management System • INTERNAL • Media Asset Management • Media Planning & Scheduling • Grading of Outdoor Media • Sales • Proposal & Booking Management • Campaign Monitoring • Process • Standardisation & Streamlining • Authorisation Control • Management • Management Reporting • EXTERNAL • Instant Online Outdoor Media Search • Location • Medium type • Performance • Online Proposal & Booking Request • Online Monitoring of Individual Campaigns • Media Asset Evaluation • Market Intelligence Sharing

26. The largest outdoor media network in China – 170,000 m2 of advertising space covering 6 provinces & 22 cities • Diversified outdoor media base dominating unipoles and billboards • Business units are leading local operators with quality assets • Quality client base • High occupancy rates, High profit margins • Strong management team • Unique, supportive relationship with government authorities Strengths of TOM Outdoor Media Group

27. Offer Full Range Professional Services To Clients TOTAL OUTDOOR SOLUTION Outdoor Campaign Management Contract Management Outdoor Media Planning & Buying Outdoor Media Consultancy Cross-Media Central Buying Visual Production Outdoor Site Monitoring

28. Aiming to be the Most Profitable Outdoor Media Company in China The 4 top players combined have <30% of Mainland China’s estimated outdoor ad market of US$665M in 2002 (ZenithMedia) Room for growth & cooperation Targeting HK$460 M Revenue in 2002 Note 1: TOM’s financials represent full-year consolidation of the 2001 actual results of its 12 outdoor companies Note 2: Clear Media and MPI financials are actual results, while MediaNation’s are based on estimates by Deutsche Bank