TOM.COM LIMITEDConsolidated China’s Outdoor Media Market

27th March 2002Hong Kong

I. TOM Outdoor Media Network

3

A Leading Nationwide Outdoor Media Network

China

Consolidated 12 leading regional outdoor media companies Established a presence in 22 cities

4

HK$'million

Existing7 Companies

5 NewAcquisitions

TOTAL

Revenue 241 129 370

EBITDA 103 47 150

Profit before tax 86 44 130

2001 A

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

TOM’s Outdoor Media Mix

Total area: 170,000 m2

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

6

Mix of Advertising Expenditure (2000)

Why Billboards & Unipoles?

In the US, billboards command the highest operating margins and dominate outdoor advertising sales

Operating Margin Range

50 - 55%45 - 50%

20 - 45%

Source: Morgan Stanley report (January 2002)

7

Immediate Expansion Plan

Total Area of TOM Outdoor Media Assets (m2)

Total area: 210,000 m2

24% growth

170,000 170,000

40,000

m2

II. New Acquisitions

9

Expansion Strategy: Planned and Systematic Execution

PROVINCE / MUNICIPALITY CITY COMPANY

Beijing Perfect Team/Yanhuang

Shanghai Maya Cultural

Guangdong Guangzhou Perfect Team

Henan Zhengzhou Tianming

Yunnan Kunming Fench Media

Sichuan Chengdu Southwest International

LiaoningShenyang Sano

Dalian New Star

ShandongJinan Qilu

Qingdao Chunyu

FujianFuzhou Seeout

Xiamen Bomei

FIRS

T BA

TCH

SECO

ND

BATC

H

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

Province of twin cities: Achieve leadership in Fujian Province by dominating the twin cities

Northeast: Acquire the most profitable companies with quality assets and efficient cost structures as the base to expand market share

10

A Thorough, Systematic Acquisition Evaluation Process

Conducted research on 164 outdoor media companies in 23 cities

Short listed 61 companies for further analysis

On-site evaluation of 24 companies in 14 cities

Completed over 30 evaluation reports

7 transactions completed and 5 in MOU stage

Q4 Q2 Q3 Q4 Q12000 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

Year1 Actual Profit

Year1 Guaranteed Profit

OriginalConsideration

AdjustedConsideration

= x

Cost of acquiring 12 companiesCash: 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 …

Assets Units Area (sq. m.)

Unipoles 29 6,979

Giant Billboards 4 990

Lightboxes 21 127

Total 54 8,096

Financial Highlights (RMB'M) 2000 2001

Revenue 14.6 15.9

EBITDA 8.5 10.4

EBITDA Margin 58% 65%

Profit After Tax 7.8 8.0

Net Profit Margin 53% 50%

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

RMB'MInterest to be

acquiredConsideration Cash %

TOM sharesissued at HK$5.51

%

New Star 60% 67.7 19.2 28% 48.5 72%

RMB’M

ActualGuarantee

Minimum 15% CAGR gua

ranteed

Profit After Tax Guarantee

Source: Actual figures based on Management Accounts

Profit Guarantee

Any shortfall of guaranteed profits in 2002-2005 will be compensated by dividend entitlements or cash

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 …

Assets Units Area (sq. m.)

Bus Shelters 412 2,890

Billboards 17 4,186

Unipoles 28 738

Total 457 7,814

Average occupancy rate: 70%

Financial Highlights (RMB'M) 2001

Revenue 18.6

EBITDA 8.4

EBITDA Margin 45%

Profit After Tax 6.8

Net Profit Margin 37%

Source: Management Accounts

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Sano Transaction Highlights

RMB'MInterest to be

acquiredConsideration Cash %

TOM sharesissued at HK$5.51

%

Sano 60% 36.1 15.0 42% 21.1 58%

Acquisition

Consideration will be adjusted proportionate to any shortfall of guaranteed profit in 2002

Minimum 15% CAGR gua

ranteed

Profit After Tax Guarantee

Source: Actual figures based on Management Accounts

Profit Guarantee

Any shortfall of guaranteed profits in 2003-2005 will be compensated by dividend entitlements or cash

ActualGuarantee

RMB’M

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 …

Assets Units Area (sq. m.)

Unipoles 30 10,530

Billboards 103 15,498

Lightboxes 157 3,343

Total 290 29,371

Average occupancy rate: 80%

Financial Highlights (RMB'M) 2000 2001

Revenue 14.5 28.6

EBITDA 6.3 12.3

EBITDA Margin 43% 43%

Profit After Tax 5.3 9.6

Net Profit Margin 37% 34%

Source: Management Accounts

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Southwest International Transaction Highlights

RMB'MInterest to be

acquiredConsideration Cash %

TOM sharesissued at HK$5.51

%

Southwest International 70% 46.4 19.5 42% 26.9 58%

Acquisition

Consideration will be adjusted proportionate to any shortfall of guaranteed profit in the 12 months after the execution of a definitive agreement

ActualGuarantee

Profit After Tax Guarantee

Source: Actual figures based on Management Accounts* 12 months after execution of a definitive agreement

RMB’M

Profit Guarantee

Non-management shareholder (government body) will exit – transaction priced cheaper at 7x PE with 1 year profit guarantee.

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 …

Assets Units Area (sq. m.)

Giant Billboards 21 5,529

Unipoles 9 1,956

Lightboxes 60 354

Total 90 7,839

Average occupancy rate: 71%

Financial Highlights (RMB'M) 2000 2001

Revenue 21.0 19.8

EBITDA 5.7 6.2

EBITDA Margin 27% 31%

Profit After Tax 4.6 5.0

Net Profit Margin 22% 25%

Source: Management Accounts

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Bomei Transaction Highlights

RMB'MInterest to be

acquiredConsideration Cash %

TOM sharesissued at HK$5.51

%

Bomei 60% 25.7 10.8 42% 14.9 58%

ActualGuarantee

Profit After Tax Guarantee

Source: Actual figures based on Management Accounts

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

Minimum 15% CAGR gua

ranteed

RMB’M

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 …

Assets Units Area (sq. m.)

Unipoles: Expressway 21 5,292 City 36 1,720

Billboards 15 5,160

Lightboxes 48 691

Total 120 12,863

Average occupancy rate: 83%

Financial Highlights (RMB'M) 2000 2001

Revenue 42.5 54.0

EBITDA 9.2 13.2

EBITDA Margin 22% 24%

Profit After Tax 7.7 11.1

Net Profit Margin 18% 21%

Source: Management Accounts

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Seeout Transaction Highlights

RMB'MInterest to be

acquiredConsideration Cash %

TOM sharesissued at HK$5.51

%

Seeout 60% 54.3 22.6 42% 31.8 59%

ActualGuarantee

Profit After Tax Guarantee

Source: Actual figures based on Management Accounts

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

Minimum 15% CAGR gua

ranteed

RMB’M

III. TOM Outdoor Media Group

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TOM Outdoor Media Group

TOM Outdoor Media Group

FENCHMEDIA

MAYACULTURAL

PERFECT TEAM

NEW STAR

CHUNYU TIANMINGQILU

YANHUANGSANOSOUTHWEST

INTERNATIONAL

100% 50% 65% 50% 60% 50%

60% 50%60% 70% 60% 60%

Acquisition at MOU stage

Unified OperationsUnified OperationsCentralised ManagementCentralised Management

Consistent BrandConsistent Brand

BOMEI SEEOUT

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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

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A Centralised Asset Management System

INTERNAL

• Media Asset Management• Media Planning & Schedulin

g• Grading of Outdoor Media

• Sales• Proposal & Booking Manage

ment• Campaign Monitoring

• Process• Standardisation & Streamlin

ing• 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

TOM Outdoor Media Asset Management System

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Strengths of TOM Outdoor Media Group

• The largest outdoor media network in China – 170,000 m2 of advertising space covering 6 provinces & 22 cities

• Business units are leading local operators with quality assets

• High occupancy rates, High profit margins

• Diversified outdoor media base dominating unipoles and billboards

• Quality client base

• Strong management team

• Unique, supportive relationship with government authorities

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Offer Full Range Professional Services To Clients

Outdoor Campaign Management

Contract Management

Outdoor Media Consultancy

Outdoor Media Planning & Buying

Outdoor Site Monitoring

Cross-Media Central Buying

Visual Production

TOTA

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HK$'million

TOMOUTDOOR

CLEARMEDIA

MEDIANATION

MPI

Revenue 370.0 355.0 473.9 281.0

Mainland China 370.0 355.0 311.5 192.9

Hong Kong - - 162.4 88.1

EBITDA 150.0 153.6 86.9 78.2

Profit before tax 130.0 70.8 14.0 39.4

EBITDA margin 40% + 43% 18% 28%

PBT margin 35% + 20% 3% 14%

2001

Aiming to be the Most Profitable Outdoor Media Company in China

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

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