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                                                                    Exhibit 10.1

                                Hong Kong Offer
                             Underwriting Agreement


among

(1)  TOM Online Inc.
     as the Company

(2)  TOM Group Limited (formerly TOM.COM LIMITED)
     as TOM

(3)  Citigroup Global Markets Asia Limited
     as Citigroup

(4)  Morgan Stanley Dean Witter Asia Limited
     as Morgan Stanley

and

(5)  The companies named in Schedule 1
     as the Hong Kong Underwriters



relating to

a public offer of 100,000,000 ordinary shares (subject to adjustment) and a
preferential offering of 38,782,700 ordinary shares (subject to adjustment) of
par value HK$0.01 each in the capital of TOM Online Inc. in Hong Kong, as part
of a global offering


Simmons & Simmons

35th Floor Cheung Kong Center 2 Queen's Road Central Hong Kong
T (852) 2868 1131 F (852) 2810 5040 DX 009121 Central 1


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                                    CONTENTS

1.   INTERPRETATION.....................................................  2

2.   THE GLOBAL OFFERING................................................ 12

3.   THE HONG KONG OFFER................................................ 15

4.   COSTS, EXPENSES, FEES AND COMMISSIONS.............................. 23

5.   REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS....................... 24

6.   FURTHER UNDERTAKINGS............................................... 25

7.   INDEMNITY.......................................................... 28

8.   TERMINATION IN EXCEPTIONAL CIRCUMSTANCES........................... 29

9.   GENERAL PROVISIONS................................................. 31

schedule 1 : HONG KONG UNDERWRITERS..................................... 35

schedule 2 : CONDITIONS PRECEDENT DOCUMENTS............................. 36

schedule 3 :  WARRANTIES................................................ 39

3.   Reorganisation..................................................... 40

                                       i

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THIS AGREEMENT is made on 1 March 2004

BY:

(1)  TOM ONLINE INC. (the "Company"), a company incorporated in the Cayman
     Islands and having its registered office at P.O. Box 309, Ugland House,
     South Church Street, George Town, Grand Cayman, Cayman Islands, British
     West Indies and its principal place of business at 8/th/ Floor, Tower W3,
     Oriental Plaza, No.1 Dong Chang An Avenue, Dong Cheng District, Beijing
     100738, the People's Republic of China;

(2)  TOM GROUP LIMITED ("TOM") (formerly TOM.COM LIMITED), a company
     incorporated in the Cayman Islands and having its registered office at P.O.
     Box 309, Ugland House, South Church Street, George Town, Grand Cayman,
     Cayman Islands, British West Indies and its principal place of business in
     Hong Kong at 48/th/ Floor, The Center, 99 Queen's Road Central, Hong Kong;

(3)  CITIGROUP GLOBAL MARKETS ASIA LIMITED ("Citigroup"), a company incorporated
     in Hong Kong and having its principal place of business in Hong Kong at
     20/th/ Floor, Three Exchange Square, 8 Connaught Place, Central, Hong Kong;

(4)  MORGAN STANLEY DEAN WITTER ASIA LIMITED ("Morgan Stanley"), a company
     incorporated in Hong Kong and having its principal place of business in
     Hong Kong at 30/th/ Floor, Three Exchange Square, Central, Hong Kong; and

(5)  THE COMPANIES NAMED IN SCHEDULE 1 (the "Hong Kong Underwriters"), the names
     and addresses of which are set out in Schedule 1.


RECITALS:

(A)  The Company was incorporated in the Cayman Islands on 28 August 2001 and
     was registered in Hong Kong as an oversea company under Part XI of the
     Companies Ordinance on 7 October 2003.

(B)  As at the date hereof, the authorised share capital of the Company is
     HK$100,000,000 divided into 10,000,000,000 Shares, of which 2,800,000,000
     Shares have been allotted and issued and are fully paid or credited as
     fully paid.

(C)  As at the date hereof, TOM is the sole registered and beneficial owner of
     all the issued share capital of the Company. The shares of TOM are listed
     on GEM.

(D)  The Company has made arrangements for (1) the Hong Kong Offer Shares to be
     offered for subscription to the public, (2) the Reserved Shares to be
     offered for subscription to the Qualifying Shareholders, (3) the
     International Offering Shares to be offered for subscription by way of an
     international placing outside the United States and Canada, and (4) the US
     Offering Shares to be offered for subscription in the United States and
     Canada.

(E)  The Hong Kong Underwriters have severally agreed to underwrite the Hong
     Kong Public Offering on the terms and subject to the conditions set out in
     this Agreement.

(F)  The Company proposes to appoint The Hongkong and Shanghai Banking
     Corporation Limited and Bank of China (Hong Kong) Limited to act as
     receiving bankers for the Hong Kong Public Offering and the Preferential
     Offering.

(G)  The Company proposes to appoint Computershare Hong Kong Investor Services
     Limited to act as the Company's Hong Kong share registrar and transfer
     office.

                                       1

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(H)  As part of the Global Offering, the Company, TOM, the US Underwriters, the
     International Underwriters and Joint Global Coordinators have separately
     entered into the International Underwriting Agreement providing for the
     underwriting of the International Offering and the US Offering by the
     International Underwriters and US Underwriters, subject to the terms and
     conditions set out in the International Underwriting Agreement.

(I)  Citigroup and Morgan Stanley, as joint sponsors to the Company, have, on
     behalf of the Company, submitted an application to the Stock Exchange for
     the listing of, and permission to deal in, the Shares in issue and the
     Shares to be issued and listed on GEM as described in the Prospectus.

(J)  The Warrantors have agreed to give certain representations. warranties and
     undertakings as contained in this Agreement.

IT IS AGREED as follows:

1.   INTERPRETATION

1.1  Definitions

     In this Agreement (including the Recitals and the Schedules), the following
     expressions shall, unless the context otherwise requires, have the
     following meanings:

     "Acceptance Date"                      5 March 2004, being the date on
                                            which the Application Lists closes
                                            in accordance with the provisions of
                                            Clause 3.1(C) (subject to
                                            postponement as set out in that
                                            Clause);

     "Accepted Hong Kong Public Offering    the Hong Kong Public Offering
     Applications"                          Applications which have been
                                            accepted (whether in whole or in
                                            part) pursuant to Clause 3.1(D);

     "Accepted Preferential Offering        the Preferential Offering
     Applications"                          Applications which have been
                                            accepted (whether in whole or in
                                            part) pursuant to Clause 3.1(D);

     "Accounts Date"                        31 December 2003;

     "ADSs"                                 American depositary shares to be
                                            issued by the Citibank, N.A. which
                                            are to be included for quotation on
                                            NASDAQ, each of which representing
                                            80 Shares;

     "affiliates"                           shall have the meaning as set out in
                                            Regulation S-X, namely that an
                                            "affiliate" of, or a person
                                            "affiliated" with, a specific person
                                            is a person that directly, or
                                            indirectly through one or more
                                            intermediaries, controls, or is
                                            controlled by, or is under common
                                            control with, the person specified;

     "Application Lists"                    the application lists for the Hong
                                            Kong Public Offering and the
                                            Preferential Offering;

                                       2

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     "Approvals"                            includes all approvals, sanctions,
                                            consents, permissions,
                                            authorisations, filings,
                                            certificates, permits, licences,
                                            clearances, orders, declarations,
                                            waivers, exemptions, authority and
                                            registrations;

     "Articles"                             the articles of association of the
                                            Company as at the date of this
                                            Agreement;

     "Associate"                            has the meaning ascribed to the term
                                            "associate" in the GEM Listing
                                            Rules;

     "Board"                                the board of directors of the
                                            Company;

     "Business Day"                         any day (other than a Saturday or
                                            Sunday) on which banks in Hong Kong
                                            are generally open for banking
                                            business;

     "CCASS"                                the Central Clearing and Settlement
                                            System established and operated by
                                            Hong Kong Securities Clearing
                                            Company Limited;

     "Companies Law"                        the Companies Law (2003 Revision),
                                            Chapter 22 of the Laws of the Cayman
                                            Islands;

     "Companies Ordinance"                  the Companies Ordinance (Chapter 32
                                            of the Laws of Hong Kong);

     "Conditions"                           the conditions set out in Clauses
                                            2.1(A) and 2.1(E);

     "Conditions Precedent Documents"       the documents listed in Schedule 2;

     "Deed of Indemnity"                    the deed in relation to, inter alia,
                                            the tax indemnity provided in
                                            connection with the Hong Kong Public
                                            Offering entered into between TOM
                                            and the Company on the date of this
                                            Agreement;

     "Deed of Non-competition"              the deed of non-competition entered
                                            into between TOM and the Company,
                                            dated 27 February 2004;

     "Directors"                            the directors of the Company whose
                                            names are set out in the section
                                            headed "Directors, senior management
                                            and staff" in the Prospectus;

     "dispose"                              sell, transfer, assign, create any
                                            option, lien or third party rights,
                                            charge, pledge or encumber or agree
                                            to or allow any of the above and
                                            "disposal" shall be construed
                                            accordingly;

     "Escrow Agreements"                    the two escrow agreements to be
                                            entered into between The Hongkong &
                                            Shanghai Banking Corporation Limited
                                            and (i) TOM and (ii) Cranwood
                                            Company Limited;

                                       3

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     "Exchange Act"                         the US Securities Exchange Act of
                                            1934, as amended;

     "Force Majeure Expiry Date"            the date being the Listing Date;

     "Force Majeure Expiry Time"            8:00 a.m. on the Force Majeure
                                            Expiry Date;

     "Formal Notice"                        the formal notice to be published in
                                            connection with the Hong Kong Public
                                            Offering in the agreed form;

     "GEM"                                  the Growth Enterprise Market of the
                                            Stock Exchange;

     "GEM Listing Committee"                the listing sub-committee of the
                                            board of the Stock Exchange with
                                            responsibility for GEM;

     "GEM Listing Rules"                    the Rules Governing the Listing of
                                            Securities on the Growth Enterprise
                                            Market of The Stock Exchange of Hong
                                            Kong Limited;

     "GEM Website"                          the Internet website operated by the
                                            Stock Exchange for the purposes of
                                            GEM;

     "Global Offering"                      the Hong Kong Public Offering, the
                                            Preferential Offering, the
                                            International Offering and the US
                                            Offering;

     "Group"                                the Company and the Subsidiaries or,
                                            where the context refers to any time
                                            prior to the effective date of the
                                            Reorganisation, the Company's
                                            present subsidiaries or the
                                            businesses operated by such
                                            subsidiaries or their respective
                                            predecessors (as the case may be);

     "HK dollars" or "HK$"                  Hong Kong dollars, the lawful
                                            currency of Hong Kong;

     "Hong Kong"                            the Hong Kong Special Administrative
                                            Region of the PRC;

     "Hong Kong Offer"                      the Hong Kong Public Offering and
                                            the Preferential Offering;

     "Hong Kong Offer Documents"            the Hong Kong Public Offering
                                            Documents and the Preferential
                                            Offering Documents;

     "Hong Kong Offer Shares"               the Hong Kong Public Offering Shares
                                            and the Reserved Shares;

                                       4

<PAGE>


     "Hong Kong Pricing Letter"             the letter agreement to be entered
                                            into between the Joint Global
                                            Coordinators, on behalf of the Hong
                                            Kong Underwriters, and the Company
                                            immediately following the
                                            determination of the Issue Price in
                                            accordance with Clause 2.2 to record
                                            the price so determined;

     "Hong Kong Public Offering"            the offer of the Hong Kong Public
                                            Offering Shares to members of the
                                            public in Hong Kong on and subject
                                            to the terms and conditions set out
                                            in the Hong Kong Public Offering
                                            Documents;

     "Hong Kong Public Offering             the white and yellow application
     Application Forms"                     forms on which Hong Kong Public
                                            Offering Applications may be made,
                                            copies of which have been furnished
                                            by the Company to the Joint Global
                                            Coordinators prior to signing of
                                            this Agreement;

     "Hong Kong Public Offering             application moneys received in
     Application Moneys"                    respect of the Hong Kong Public
                                            Offering Applications;

     "Hong Kong Public Offering             applications for the Hong Kong
     Applications"                          Public Offering Shares made on the
                                            Hong Kong Public Offering
                                            Application Forms and accompanied by
                                            cheques or cashier's orders for the
                                            full amount payable on application
                                            which are honoured on first (or, at
                                            the Joint Global Coordinators'
                                            option, subsequent) presentation and
                                            otherwise in compliance with the
                                            terms of the Hong Kong Public
                                            Offering Documents;

     "Hong Kong Public Offering Documents"  the Prospectus and the Hong Kong
                                            Public Offering Application Forms;

     "Hong Kong Public Offering             means a situation where the number
     Over-Subscription"                     of Hong Kong Public Offering Shares
                                            comprised in Accepted Hong Kong
                                            Public Offering Applications is
                                            greater than the aggregate number of
                                            the Hong Kong Public Offering
                                            Shares;

     "Hong Kong Public Offering Shares"     the Shares initially to be offered
                                            pursuant to the Hong Kong Public
                                            Offering, being 100,000,000 in
                                            number, subject to adjustment under
                                            Clauses 2.3 and 2.4;

     "Hong Kong Public Offering Under-      has the meaning ascribed thereto in
     Subscription"                          Clause 3.4(B);

                                       5

<PAGE>

     "Hong Kong Public Offering             in relation to any Hong Kong
     Underwriting Commitment"               Underwriter, the maximum number of
                                            Hong Kong Public Offering Shares,
                                            the application for which such Hong
                                            Kong Underwriter has agreed to
                                            underwrite pursuant to the terms of
                                            this Agreement as shown opposite its
                                            name in column (II) in Clause
                                            3.4(B)(1), subject to adjustment as
                                            set out in Clauses 2.3 and 2.4;

     "International Offering"               the conditional placing of the
                                            International Offering Shares to
                                            investors outside the US and Canada
                                            as referred to in the Prospectus;

     "International Offering Shares"        the ADSs initially to be placed
                                            under the International Offering,
                                            being 5,625,000 ADSs in number
                                            (equivalent to 450,000,000 Shares)
                                            (which may, at the option of
                                            investors, be delivered in the form
                                            of Shares), subject to adjustment as
                                            set out in the International
                                            Underwriting Agreement, the
                                            Intersyndicate Agreement and Clauses
                                            2.3 and 2.4;

     "International Underwriters"           the underwriters of the
                                            International Offering as set out in
                                            the International Underwriting
                                            Agreement;

     "International Underwriting Agreement" the agreement relating to the
                                            underwriting of the US Offering and
                                            the International Offering to be
                                            entered into between the Company,
                                            the US Underwriters, the
                                            International Underwriters and the
                                            Joint Global Coordinators on the
                                            Price Determination Date;

     "Intersyndicate Agreement"             the agreement among the Hong Kong
                                            Underwriters, the US Underwriters
                                            and the International Underwriters
                                            and the Joint Global Coordinators
                                            expected to be entered into on the
                                            Price Determination Date;

     "Issue Price"                          the Hong Kong dollar price per Share
                                            at which the Hong Kong Offer Shares
                                            are to be subscribed, being
                                            initially HK$1.50 per Share, subject
                                            to final determination in accordance
                                            with Clause 2.2;

     "Joint Global Coordinators"            Citigroup and Morgan Stanley;

     "Laws"                                 include all laws, rules,
                                            regulations, guidelines, opinions,
                                            notices, circulars, orders,
                                            judgments, decrees or rulings of any
                                            court, government. governmental or
                                            regulatory authority (including,
                                            without limitation, the Stock
                                            Exchange);

     "Listing Date"                         the day on which dealings in the
                                            Shares commence on GEM;
                                       6

<PAGE>


     "NASDAQ"                               the Nasdaq National Market in the
                                            US;

     "Nominees"                             HSBC Nominees (Hong Kong) Limited;

     "Offer Shares"                         the Hong Kong Public Offering
                                            Shares, the Reserved Shares, the
                                            International Offering Shares and
                                            the US Offering Shares;

     "Operative Documents"                  the Reorganisation Documents, the
                                            Receiving Bankers Agreement, the
                                            Registrar Agreement, the Deed of
                                            Non-competition, the Deed of
                                            Indemnity and the Escrow Agreements;

     "Over-allotment Option"                the option to be granted by TOM to
                                            the Joint Global Coordinators to
                                            require TOM to sell the
                                            Over-allotment Shares pursuant to
                                            the provisions of the International
                                            Underwriting Agreement;

     "Over-allotment Shares"                up to 150,000,000 Shares which TOM
                                            may be required to sell at the Issue
                                            Price pursuant to the Over-allotment
                                            Option;

     "Overseas Shareholders"                holders of shares in TOM whose
                                            addresses on the register of members
                                            of TOM were outside Hong Kong as at
                                            close of business on the Record
                                            Date;

     "PRC"                                  the People's Republic of China
                                            (which shall for the purposes of
                                            this Agreement, unless otherwise
                                            expressly provided, excludes Hong
                                            Kong, the Macau Special
                                            Administrative Region of the PRC and
                                            Taiwan);

     "Preferential Offering"                the preferential offering to the
                                            Qualifying Shareholders to subscribe
                                            for the Reserved Shares on a
                                            preferential basis pursuant to
                                            assured entitlements on and subject
                                            to the terms and conditions set out
                                            in the Preferential Offering
                                            Documents;

     "Preferential Offering Application     the blue application forms on which
     Forms"                                 the Preferential Offering
                                            Applications may be made, a copy of
                                            which has been furnished by the
                                            Company to the Joint Global
                                            Coordinators prior to signing of
                                            this Agreement;

     "Preferential Offering Application     subscription moneys received in
     Moneys"                                respect of the Preferential
                                            Offering;

                                       7

<PAGE>


     "Preferential Offering Applications"   applications for the Reserved Shares
                                            made on the Preferential Offering
                                            Application Forms and accompanied by
                                            cheques or cashier's orders for the
                                            full amount payable on application
                                            which are honoured on first (or, at
                                            the Joint Global Coordinators'
                                            option, subsequent) presentation and
                                            otherwise in compliance with the
                                            terms of the Preferential Offering
                                            Documents;

     "Preferential Offering Documents"      the Prospectus and the Preferential
                                            Offering Application Forms;

     "Pre-IPO Share Option Plan"            the pre-IPO share option plan of the
                                            Company, the principal terms of
                                            which are summarised in the
                                            paragraph headed "Share Options" in
                                            Appendix VII to the Prospectus;

     "Price Determination Date"             means 5 March 2003 (New York time)
                                            or such other time or date as the
                                            Company and the Joint Global
                                            Coordinators may agree, being the
                                            date on which the Issue Price is
                                            fixed for the purposes of the Hong
                                            Kong Public Offering in accordance
                                            with Clause 2.2;

     "Property Valuers"                     American Appraisal China Limited;

     "Prospectus"                           the prospectus to be issued by the
                                            Company in connection with the Hong
                                            Kong Public Offering and the
                                            Preferential Offering, a copy of
                                            which has been furnished by the
                                            Company to Joint Global Coordinators
                                            prior to signing of this Agreement;

     "Prospectus Date"                      the date of issue of the Prospectus,
                                            which is intended to be on or about
                                            2 March 2004;

     "Qualifying Shareholders"              the shareholders of TOM whose names
                                            appeared on the register of members
                                            of TOM as holding shares in TOM as
                                            at the close of business on the
                                            Record Date, other than the Overseas
                                            Shareholders;

     "Receiving Bankers"                    The Hongkong and Shanghai Banking
                                            Corporation Limited and Bank of
                                            China (Hong Kong) Limited;

     "Receiving                             Bankers Agreement" the agreement
                                            entered into by the Company, the
                                            Receiving Bankers, the Nominees and
                                            the Joint Global Coordinators on the
                                            date of this Agreement;

     "Record Date"                          Date" 24 February 2004, being the
                                            record date for ascertaining the
                                            assured entitlements of the
                                            Qualifying Shareholders to apply for
                                            the Reserved Shares;

                                       8

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     "Reference Public Offering Amount"   the amount obtained by A x (B - C)
                                         where A = the Issue Price, B = the
                                         initial Hong Kong Public Offering
                                         Shares, C = the number of unsubscribed
                                         Hong Kong Public Offering Shares which
                                         are reallocated to the International
                                         Offering and/or the US Offering in
                                         accordance with Clause 2.4;

     "Registrar"                         Computershare Hong Kong Investor
                                         Services Limited;

     "Registrar Agreement"               the registrar and transfer agent
                                         agreement entered into between the
                                         Company and the Registrar, dated 1
                                         March 2004, a copy of which has been
                                         furnished by the Company to the Joint
                                         Global Coordinators prior to signing of
                                         this Agreement;

     "Regulation S"                      Regulation S under the Securities Act;


     "Relevant Public Offering           In relation to any Hong Kong
     Application"                        Underwriter, a Hong Kong Public
                                         Offering Application made or procured
                                         to be made by such Hong Kong
                                         Underwriter, the number of Hong Kong
                                         Public Offering Shares comprised in
                                         which is applied to reduce the Hong
                                         Kong Public Offering Underwriting
                                         Commitment of such Hong Kong
                                         Underwriter pursuant to the provisions
                                         of Clause 3.4(A);

     "Reorganisation"                    the corporate reorganisation of the
                                         business operations, assets and
                                         liabilities of the Group as described
                                         in the paragraph headed "Corporate
                                         reorganization" in Appendix VII to the
                                         Prospectus;

     "Reorganisation Documents"          the documents referred to in the
                                         section headed "Corporate
                                         reorganization" in Appendix VII to the
                                         Prospectus;

     "Reporting Accountants"             PricewaterhouseCoopers, certified
                                         public accountants;

     "Reserved Shares"                   the Shares initially to be offered
                                         pursuant to the Preferential Offering,
                                         being 38,782,700 in number, subject to
                                         any adjustment as provided in the
                                         Intersyndicate Agreement and the
                                         International Underwriting Agreement;

     "Securities Act"                    the United States Securities Act of
                                         1933, as amended;

     "SFC"                               the Securities and Futures Commission
                                         in Hong Kong;

                                       9

<PAGE>


     "Share Option Scheme"               the share option scheme of the Company,
                                         the principal terms of which are
                                         summarised in the paragraph headed
                                         "Share Options" in Appendix VII to the
                                         Prospectus;

     "Shares"                            ordinary shares of nominal value
                                         HK$0.01 each in the share capital of
                                         the Company;

     "Stock Exchange"                    The Stock Exchange of Hong Kong
                                         Limited;

     "Subsidiaries"                      the subsidiaries of the Company, the
                                         names of which are listed in the
                                         accountants' report included as
                                         Appendix I to the Prospectus;

     "Takeovers Code"                    the Code on Takeovers and Mergers of
                                         Hong Kong;

     "Underwriters"                      the Hong Kong Underwriters, the US
                                         Underwriters and the International
                                         Underwriters;

     "United States or Canadian Person"  any national or resident of the United
                                         States or Canada, or any corporation,
                                         pension, profit-sharing or other trust
                                         or other entity organized under the
                                         laws of the United States or Canada or
                                         any political subdivision thereof
                                         (other than a branch located outside
                                         the United States and Canada of any
                                         United States or Canadian Person), and
                                         shall include any United States or
                                         Canadian branch of a person who is
                                         otherwise not a United States or
                                         Canadian Person;

     "US" or "United States"             the United States, as defined in
                                         Regulation S;

     "US dollars" or "US$"               United States dollars, the lawful
                                         currency of the United States;

     "US Offering"                       the offering of the US Offering Shares
                                         by the US Underwriters in the United
                                         States and Canada;

     "US Offering Shares"                5,625,000 ADSs (representing
                                         450,000,000 Shares) (which may, at the
                                         option of investors, be delivered in
                                         the form of Shares) pursuant to the US
                                         Offering, subject to adjustment as
                                         provided in the International
                                         Underwriting Agreement, the
                                         Intersyndicate Agreement and Clauses
                                         2.3 and 2.4;

     "US Underwriters"                   the underwriters of the US Offering led
                                         by Citigroup Global Markets Inc. and
                                         Morgan Stanley & Co. Incorporated as
                                         set out in the International
                                         Underwriting Agreement;

                                       10

<PAGE>


     "Verification Notes"                the verification notes prepared by
                                         Simmons & Simmons in connection with
                                         the verification of the Prospectus;

     "Warranties"                        the representations, warranties and
                                         undertakings to be given by the
                                         Warrantors referred to in Clause 5 and
                                         Schedule 3; and "Warranty" shall be
                                         construed accordingly; and

     "Warrantors"                        the Company and TOM.

1.2  Other interpretation

     In this Agreement, unless otherwise specified:

     (A)  References to Recitals, Clauses, paragraphs, sub-paragraphs or
          Schedules are to recitals, clauses, paragraphs, sub-paragraphs of or
          schedules to this Agreement and the Recitals and the Schedules shall
          form part of this Agreement and shall have the same force and effect
          as if expressly set out in the body of this Agreement.

     (B)  The headings are for convenience only and do not affect interpretation
          of this Agreement.

     (C)  Unless the context otherwise requires:

          (1)  words in the singular include the plural, and vice versa;

          (2)  words importing any gender or the neuter include all genders and
               the neuter;

          (3)  a reference to a "person" shall be construed so as to include any
               individual, firm, business, company, body corporate or
               unincorporated or other juridical person, government, federation,
               state or agency thereof or any joint venture, association,
               partnership or trust (whether or not having separate legal
               personality); and

          (4)  a reference to a "company" shall be construed so as to include
               any company, corporation or other body corporate, wherever and
               however incorporated or established.

     (D)  A reference to a statute, statutory provision or regulation shall be
          construed as a reference to:

          (1)  that statute, provision or regulation as from time to time
               amended, modified or re-enacted;

          (2)  any repealed statute, statutory provision or regulation which it
               re-enacts (with or without modification); and

          (3)  any orders, regulations, instruments or other subordinate
               legislation made under the relevant statute, statutory provision
               or regulation.

     (E)  References to writing shall include any modes of reproducing words in
          a legible and non-transitory form.

     (F)  References to times of the day are to Hong Kong time, unless otherwise
          stated.

                                       11

<PAGE>


     (G)  Except as otherwise expressly provided, words and expressions defined
          in the Companies Ordinance as at the date hereof have the same
          meanings when used in this Agreement.

     (H)  (1)  The rule known as the ejusdem generis rule shall not apply and
               accordingly general words introduced by the word "other" shall
               not be given a restrictive meaning by reason of the fact that
               they are preceded by words indicating a particular class of acts,
               matters or things.

          (2)  General words shall not be given a restrictive meaning by reason
               of the fact that they are followed by particular examples
               intended to be embraced by the general words.

     (I)  References to any document (including this Agreement) are references
          to that document as amended, consolidated, supplemental, novated or
          replaced from time to time.

     (J)  References to documents being "in the agreed form" are to the form of
          he draft or final or executed version thereof signed for
          identification by or on behalf of the Company and the Joint Global
          Coordinators with such alterations as may be agreed between the
          Company and the Joint Global Coordinators but such documents in the
          agreed form do not form part of this Agreement.

     (K)  Where the phrase "best endeavours" is used in this Agreement, it shall
          be given its common law meaning provided that it shall not be
          construed to require the party giving the undertaking to incur any
          expenditure beyond that which would reasonably be expected to be
          incurred by such party based on current Hong Kong market practice and
          having also regard to the relevant circumstances at that time.

2.   THE GLOBAL OFFERING

2.1  Conditions precedent

     (A)  Obligations conditional

          The obligations of the Hong Kong Underwriters under this Agreement are
          subject to the following conditions having been fulfilled on or before
          the dates and times respectively set out below and remaining fulfilled
          at all times thereafter:

          (1)  the Joint Global Coordinators (or Simmons & Simmons on their
               behalf), on behalf of the Hong Kong Underwriters, receiving from
               the Company the Conditions Precedent Documents listed in Schedule
               2, Part A in form and substance satisfactory to the Joint Global
               Coordinators not later than 6:00 p.m. on the Business Day before
               the Prospectus Date;

          (2)  the Registrar of Companies in Hong Kong registering:

               (a)  one copy of the Prospectus certified by two Directors (or by
                    their agents duly authorised in writing) as having been
                    approved by resolution of the Board or a duly authorised
                    committee of the Board and having endorsed thereon or
                    attached thereto all necessary consents and other documents;
                    and

               (b)  one copy of each of the Hong Kong Public Offering
                    Application Forms and the Preferential Offering Application
                    Forms signed by two Directors (or by their agents duly
                    authorised in writing),

                                       12

<PAGE>


               in each case in compliance with section 342C of the Companies
               Ordinance not later than 3:00 p.m. on the Business Day before the
               Prospectus Date;

          (3)  the GEM Listing Committee granting of the approval in principle
               for the listing of, and permission to deal in, the Shares in
               issue and the Shares to be issued as mentioned in the Prospectus
               (subject only to allotment and despatch of Share certificates in
               respect thereof) and the approval for listing and permission not
               subsequently having been revoked prior to the Force Majeure
               Expiry Time;

          (4)  the International Underwriting Agreement being duly executed and
               delivered by the parties on the Price Determination Date;

          (5)  the International Underwriting Agreement having become
               unconditional in accordance with the terms and conditions thereof
               and not having been terminated prior to the Force Majeure Expiry
               Time, save for the condition that this Agreement shall become
               unconditional; and

          (6)  the Issue Price being duly determined and the Hong Kong Pricing
               Letter being executed by the Joint Global Coordinators and the
               Company pursuant to Clause 2.2 on the Price Determination Date.

     (B)  Undertaking

          The Company and TOM jointly and severally undertake to use their best
          endeavours to procure that the Conditions are fulfilled by the time
          specified for each such Condition provided that the obligation of the
          Company and TOM under this sub-clause (B) shall not apply to any
          Condition which shall be required to be fulfilled by the Joint Global
          Coordinators.

     (C)  Joint Global Coordinators' waiver

          The Joint Global Coordinators shall have the right, in their sole and
          absolute discretion, by giving notice to the Company and the other
          Hong Kong Underwriters on or before the latest time on which any
          Condition under Clause 2.1(A) or 2.1(E) may be fulfilled:

          (1)  to extend the deadline for the fulfilment of such Condition by
               such number of days and/or hours or in such manner as the Joint
               Global Coordinators may determine in their sole and absolute
               discretion on behalf of the Hong Kong Underwriters; or

          (2)  to waive any or all of the Conditions (other than those required
               by law to be satisfied) on behalf of the Hong Kong Underwriters.

     (D)  Termination

          If any of the Conditions is not fulfilled or waived in accordance with
          Clause 2.1(C) on or before 31 March 2004, this Agreement shall
          terminate automatically forthwith and the Global Offering will not be
          effective. In this event, the provisions of Clause 8.2 shall apply and
          Clauses 7 and 9.7, 9.10, 9.11 and 9.12 shall subsist and continue in
          full force and effect.

     (E)  Payment obligations conditional

          The payment obligations contained in Clause 3.5(A) are conditional
          upon the Joint Global Coordinators, on behalf of the Hong Kong
          Underwriters, receiving from the

                                       13

<PAGE>


          Company the Conditions Precedent Documents listed in Schedule 2, Part
          B in form and substance satisfactory to the Joint Global Coordinators
          at or prior to the Force Majeure Expiry Time.

2.2  Price Determination

     The Issue Price for the Hong Kong Offer Shares will be based on the Hong
     Kong dollar equivalent of the US dollar price at which ADSs are to be
     offered in the International Offering and the US Offering. The price of
     such ADSs will be fixed in accordance with the International Underwriting
     Agreement on the Price Determination Date. The Issue Price will be
     determined as that amount which, when increased by brokerage at the rate of
     1 per cent., Stock Exchange trading fee at the rate of 0.005 per cent., SFC
     transaction levy at the rate of 0.005 per cent. and SFC investor
     compensation levy at the rate of 0.002 per cent. thereon, is (subject to
     any necessary rounding) equal to the US dollar per ADS (i) converted into
     Hong Kong dollars at the average of the bid and offered exchange rates
     quoted by The Hongkong and Shanghai Banking Corporation Limited at the
     close of business on the Business Day prior to the Price Determination Date
     and (ii) divided by 80 (being the number of Offer Shares represented by
     each ADS), provided that the Issue Price (net of brokerage, Stock Exchange
     trading fee, SFC transaction levy and SFC investor compensation levy) shall
     not exceed HK$1.50 and shall not be less than H$1.04, unless otherwise
     agreed in writing by the Company and the Joint Global Coordinators. The
     Issue Price shall upon its determination be recorded in the Hong Kong
     Pricing Letter to be executed at such time.

2.3  Reallocation from the International Offering and/or the US Offering to the
     Hong Kong Public Offering

     The Joint Global Coordinators may at their sole and absolute discretion
     reallocate all or any of the International Offering Shares and/or the US
     Offering Shares from the International Offering to the Hong Kong Public
     Offering. In the event of such reallocation, such reallocation shall have
     no effect on the Company's obligations to pay the commission due to the
     Hong Kong Underwriters which shall be determined pursuant to Clause 4.1,
     and the Hong Kong Underwriters shall not be entitled to any additional
     underwriting commission in respect of such additional Hong Kong Offer
     Shares.

     Any Shares which are reallocated from the International Offering and/or the
     US Offering to the Hong Kong Public Offering shall, subject to the terms
     and conditions set out in the Hong Kong Offer Documents, be allocated in
     such manner as the Joint Global Coordinators may in their absolute
     discretion determine.

2.4  Reallocation from the Hong Kong Public Offering to the International
     Offering and/or the US Offering in the event of a Hong Kong Public Offer
     Under-Subscription

     If a Hong Kong Public Offer Under-Subscription shall occur, the Joint
     Global Coordinators may at their sole and absolute discretion (and subject
     to Clause 3.4(G)) reallocate all or any of the Hong Kong Public Offering
     Shares comprised in any such Hong Kong Public Offering Under-Subscription
     from the Hong Kong Public Offering to the International Offering and/or US
     Offering and the total Hong Kong Public Offering Underwriting Commitments
     of the Hong Kong Underwriters shall be automatically reduced accordingly in
     the same proportion as the aggregate amount of Hong Kong Public Offering
     Shares is reduced as a result of any such reallocation. Any Shares which
     are reallocated from the Hong Kong Public Offering to the International
     Offering and/or the US Offering pursuant to this Clause shall be deemed to
     be International Offering Shares and/or US Offering Shares, and shall be
     applied in accordance with the terms of the International Underwriting
     Agreement or otherwise allocated in such manner as the Joint Global
     Coordinators may in its sole and absolute discretion determine. The Company
     shall pay a

                                       14

<PAGE>


     combined underwriting and management commission and selling concession or
     commissions (as the case may be) in respect of any reallocated Shares to
     the International Underwriters and/or the US Underwriters in accordance
     with Clause 4.1 and the International Underwriting Agreement, and for the
     avoidance of doubt, the Hong Kong Underwriters shall not be entitled to the
     commissions payable under Clause 4.1 in respect of such reallocated Shares.

     Notwithstanding the above paragraph, if Accepted Hong Kong Public Offering
     Applications are received pursuant to the Hong Kong Public Offering in
     respect of more than the total number of Shares initially available under
     the Hong Kong Public Offering, then reallocations from the Hong Kong Public
     Offering to the International Offering and/or the US Offering shall not
     result in the number of Shares comprised in the Hong Kong Public Offering
     being less than 10% of the total number of Shares available under the
     Global Offering.

2.5  Stabilisation

     To the extent permitted by and in compliance with all applicable laws and
     regulatory requirements of Hong Kong or elsewhere including but without
     limitation the Securities and Futures (Price Stabilizing) Rules made under
     the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
     (the "Stabilizing Rules"), Citigroup, as stabilizing manager and in
     connection with the Global Offering, may at its absolute discretion effect
     such transactions as are permissible under, and in accordance with, the
     Stabilizing Rules with a view to stabilizing or maintaining the market
     price of the Offer Shares within a period prescribed under the Stabilizing
     Rules. Such stabilizing actions, if commenced, may be discontinued at any
     time. All stabilization and related activities in connection with the
     Global Offering will be undertaken for the account and at the cost and
     expenses of the Underwriters (and not as agents for the Company or TOM) and
     neither the Company nor TOM shall be liable for any costs, expenses or
     losses arising from or in connection with any such activities.

2.6  Appointment of joint sponsors, Joint Global Coordinators, joint bookrunners
     and joint lead managers

     Subject to the terms and conditions of this Agreement, the Company hereby
     appoints, to the exclusion of all others, Citigroup and Morgan Stanley as
     (A) its joint sponsors, and joint global coordinators to manage and
     co-ordinate the Hong Kong Offer and to assist the Company in such other
     aspects in relation to the Hong Kong Offer as the Company, Citigroup and
     Morgan Stanley may agree in writing, and (B) joint bookrunners and lead
     managers, and each of the Joint Global Coordinators, relying on the
     representations, warranties, undertakings and indemnities contained in this
     Agreement and subject to the terms of this Agreement, accepts its
     appointments hereunder.

3.   THE HONG KONG OFFER

3.1  The Hong Kong Offer

     (A)  Appointment of Hong Kong Underwriters and public offering of Hong Kong
          Offer Shares

          The Company hereby appoints the Hong Kong Underwriters together to be
          its sole agents in respect of the Hong Kong Offer and to procure
          members of the public in Hong Kong to subscribe for the Hong Kong
          Public Offering Shares, and the Hong Kong Underwriters hereby accept
          the appointment upon and subject to the terms of this Agreement. The
          Company will offer the Hong Kong Public Offering Shares for
          subscription by the public at the Issue Price, plus brokerage at the
          rate of one

                                       15

<PAGE>

          per cent., Stock Exchange trading fee at the rate of 0.005 per cent.,
          SFC transaction levy at the rate of 0.005 per cent. and SFC investor
          compensation levy of 0.002 per cent. of the Issue Price, which is
          payable in full on application in HK dollars on and subject to the
          terms and conditions set out in the Hong Kong Public Offering
          Documents and this Agreement. The Company will, subject to
          registration of the Hong Kong Public Offering Documents in accordance
          with Clause 2.1(A)(2), cause the Formal Notice to be published in the
          newspapers and on the GEM Website on the date(s) set out in Schedule 4
          (or such other newspapers, publications and/or date(s) as the Company
          and the Joint Global Coordinators may reasonably agree).

     (B)  Preferential Offering of the Reserved Shares

          The Company will offer the Reserved Shares for subscription by the
          Qualifying Shareholders on a preferential basis pursuant to assured
          entitlements at the Issue Price, plus brokerage at the rate of one per
          cent., Stock Exchange trading fee at the rate of 0.005 per cent., SFC
          transaction levy at the rate of 0.005 per cent. and SFC investor
          compensation levy of 0.002 per cent. of the Issue Price, which is
          payable in full on application in HK dollars, on and subject to the
          terms and conditions set out in the Preferential Offering Documents
          and this Agreement.

          The Company agrees that the Joint Global Coordinators shall also have
          the right in its sole and absolute discretion, on and subject to the
          terms and conditions set out in the Preferential Offering Documents
          and this Agreement, to accept or reject (in whole or in part) any
          Preferential Offering Application.

     (C)  Application Lists

          The Application Lists will, subject as mentioned below, open at 11 :45
          a.m. on the Acceptance Date and close at 12:00 noon on the same day.
          In the event of a tropical cyclone warning signal No. 8 or above or a
          "black" rainstorm warning signal (in any such case, a "signal") being
          in force in Hong Kong at any time between 9:00 a.m. and 12:00 noon on
          the Acceptance Date, then the Application Lists will open at 11:45
          a.m. and close at 12:00 noon on the next Business Day on which there
          is no signal in force in Hong Kong at any time between 9:00 a.m. and
          12:00 noon. All references in this Agreement to the time of opening
          and closing of the Application Lists shall be construed accordingly.

     (D)  Basis of allotment

          The Company agrees that the Joint Global Coordinators shall have the
          right in their sole and absolute discretion, on and subject to the
          terms and conditions set out in the Hong Kong Public Offering
          Documents and this Agreement, to accept or reject (in whole or in
          part) any Hong Kong Public Offering Application and, where there is a
          Hong Kong Public Offering Over-Subscription, to determine the basis of
          allotment of the Hong Kong Public Offering Shares.

          The Company agrees that the Joint Global Coordinators shall also have
          the right in their sole and absolute discretion, on and subject to the
          terms and conditions set out in the Preferential Offering Documents
          and this Agreement, to accept or reject (in whole or in part) any
          Preferential Offering Application.

          The Company shall use its reasonable endeavours to procure that the
          Receiving Bankers and the Registrar to provide each of the Company and
          the Joint Global Coordinators with such information and assistance as
          the Company and/or the Joint Global Coordinators may require for the
          purposes of determining:

                                       16

<PAGE>


          (1)  in respect of a Hong Kong Public Offering Over-Subscription, the
               basis of allotment of the Hong Kong Public Offering Shares;

          (2)  in respect of a Hong Kong Public Offer Under-Subscription, the
               number of Hong Kong Public Offer Shares in respect of which
               Accepted Hong Kong Public Offering Applications have not been
               received; or

          (3)  in respect of the Reserved Shares, the number of Reserved Shares
               in respect of which Accepted Preferential Offering Applications
               have not been received.

     (E)  Receiving Bankers and Nominees

          The Company will appoint the Receiving Bankers to act as the receiving
          bankers in connection with the receiving of Hong Kong Public Offering
          Applications and Preferential Offering Applications and the Nominees
          in connection with the receiving and holding of Hong Kong Public
          Offering Application Moneys and Preferential Offering Application
          Moneys and any interest accruing thereon, in both cases on and subject
          to the terms and conditions of the Receiving Bankers Agreement.

     (F)  Registrar

          The Company will appoint the Registrar to provide services in
          connection with the processing of Hong Kong Public Offering
          Applications and Preferential Offering Applications on and subject to
          the terms and conditions of the Registrar Agreement.

     (G)  Further assurance

          Without prejudice to the foregoing obligations, the Company undertakes
          to the Hong Kong Underwriters that it will use its best endeavours to
          do all such other acts and things as may reasonably be required by the
          Joint Global Coordinators to implement the Hong Kong Public Offering
          and the Preferential Offering and that it will comply with all
          requirements so as to enable listing of, and permission to deal in,
          the Shares to be granted by the GEM Listing Committee.

3.2  Hong Kong Public Offering Documents and Preferential Offering Documents

     (A)  Issue

          Subject to the satisfaction of Clause 2.1(A)(2) and without prejudice
          to Clause 2.1(B), the Company will, on the Prospectus Date, issue the
          Hong Kong Public Offering Documents and will cause such number of
          copies as the Joint Global Coordinators may direct of the Hong Kong
          Public Offering Documents to be delivered to the Joint Global
          Coordinators or as the Joint Global Coordinators may direct for the
          purpose of issuing the same generally in Hong Kong.

          Subject to the satisfaction of Clause 2.1(A)(2) and without prejudice
          to Clause 2.1(B), the Company will, on the Prospectus Date, issue the
          Preferential Offering Documents and cause the Preferential Offering
          Documents to be sent by prepaid post to each Qualifying Shareholder at
          the address of such Qualifying Shareholder as recorded on the register
          of members of TOM as at the Record Date.

     (B)  Other documents

                                       17

<PAGE>

          Except for the Hong Kong Public Offering Documents and the
          Preferential Offering Documents and except as otherwise provided
          pursuant to the provisions of this Agreement, and save for anything
          done or to be done by the Joint Global Coordinators on behalf of the
          Company, the Company undertakes that it shall not, without the prior
          approval of the Joint Global Coordinators, issue, publish, distribute
          or otherwise make available any document (including any prospectus),
          material or information in connection with the Hong Kong Public
          Offering and/or the Preferential Offering.

3.3  Issue of Hong Kong Public Offering Shares and Reserved Shares

     As soon as practicable after the Application Lists close, the Company shall
     procure that the Receiving Bankers shall deliver to the Registrar the Hong
     Kong Public Offering Application Forms and the Preferential Offering
     Application Forms for the Accepted Hong Kong Public Offering Applications
     and the Accepted Preferential Offering Applications, and as soon as
     practicable after receipt by the Registrar of the same and in any event not
     later than 9:00 a.m. on the second Business Day immediately preceding the
     Listing Date (subject to the Hong Kong Offer having become unconditional):

     (A)  the Company will allot and issue the Hong Kong Public Offering Shares
          and the Reserved Shares in accordance with the relevant sections of
          the Hong Kong Public Offering Documents and/or the Preferential
          Offering Documents (as the case may be) and this Agreement to the
          applicants and in the numbers specified by the Joint Global
          Coordinators on behalf of the Hong Kong Underwriters (such details to
          be notified in writing to the Company no later than 8:00 a.m. on the
          second Business Day immediately preceding the Listing Date) on terms
          that they rank pari passu in all respects inter alia and with the
          existing issued Shares, including the right to rank in full for all
          distributions hereafter declared, paid or made by the Company, and
          that they will rank pari passu in all respects amongst themselves and
          with the International Offering Shares and the US Offering Shares;

     (B)  the Company shall procure that the names of the successful applicants
          (or, where appropriate, HKSCC Nominees Limited) shall be entered in
          the share register of the Company accordingly (without payment of any
          registration fee); and

     (C)  the Company shall procure that share certificates in respect thereof
          (each in a form complying with the GEM Listing Rules) shall be issued
          and despatched or made available for collection, or, as the case may
          be, delivered to the depository of Hong Kong Securities Clearing
          Company Limited for credit to relevant CCASS stock accounts as shall
          be notified by the Joint Global Coordinators to the Company for such
          purpose (such details to be notified in writing to the Company no
          later than 8:00 a.m. on the Business Day immediately preceding the
          Listing Date), as provided for in the Hong Kong Public Offering
          Documents or the Preferential Offering Documents (as the case may be)
          and this Agreement.

3.4  Underwriting of the Hong Kong Public Offering

     (A)  Hong Kong Underwriters' set-off

          In relation to each Hong Kong Public Offering Application made or
          procured to be made by any of the Hong Kong Underwriters otherwise
          than pursuant to the provisions of Clause 3.4(B), the Hong Kong Public
          Offering Underwriting Commitment of such Hong Kong Underwriter shall,
          subject to the Hong Kong Public Offering Application Forms having been
          duly completed and marked with the name of such Hong Kong Underwriter
          (or any sub-underwriter of such Hong Kong Underwriter and designated
          as such) and such Hong Kong Public Offering

                                       18

<PAGE>

          Application having been accepted (whether in whole or in part)
          pursuant to the provisions of Clause 3.1(D), be reduced pro tanto by
          the number of Hong Kong Public Offering Shares comprised in such Hong
          Kong Public Offering Application to the extent that such Hong Kong
          Public Offering Application has been accepted until the Hong Kong
          Public Offering Underwriting Commitment of such Hong Kong Underwriter
          is reduced to zero. Hong Kong Public Offering Application Forms and
          cheques or cashier's orders for the full amount payable on application
          in respect of Hong Kong Public Offering Applications to which this
          Clause applies may be submitted in the manner provided for in the Hong
          Kong Public Offering Documents or otherwise delivered to the Joint
          Global Coordinators on or before 10:00 a.m. on the Acceptance Date.

     (B)  Several underwriting commitments

          On and subject to Clause 2.1 and other terms and conditions of this
          Agreement and in reliance upon the Warranties, if and to the extent
          that, by 12:00 noon on the Acceptance Date, there shall remain any
          Hong Kong Public Offering Shares which have not been validly applied
          for pursuant to Accepted Hong Kong Public Offering Applications (a
          "Hong Kong Public Offering Under-Subscription"), the Hong Kong
          Underwriters (other than any Hong Kong Underwriter whose Hong Kong
          Public Offering Underwriting Commitment has been reduced by the
          Relevant Public Offer Applications to zero pursuant to Clause 3.4(A))
          shall, subject as provided in Clauses 3.4(G). 2.3 and 2.4, apply or
          procure applications for such Hong Kong Public Offering Shares at the
          Issue Price in accordance with the terms and conditions set out in the
          Hong Kong Public Offering Documents (other than as to the deadline for
          making applications and the timing of payment) and shall pay or
          procure to be paid the full amount payable on application, provided
          that the obligations of the Hong Kong Underwriters in respect of such
          Hong Kong Public Offering Shares under this Clause shall be several
          (and not joint or joint and several) on the basis that each Hong Kong
          Underwriter shall apply or procure applications for such number of
          Hong Kong Public Offering Shares up to but not exceeding the number of
          Hong Kong Public Offering Shares set opposite the name of such Hong
          Kong Underwriter in column (II) below, subject to adjustment as
          referred to in Clauses 2.3 and 2.4 (if applicable), and each Hong Kong
          Underwriter's obligations to apply for, or procure applications for
          such Hong Kong Public Offering Shares shall be borne in the proportion
          which:

          (1)  the number of Hong Kong Public Offering Shares set opposite the
               name of such Hong Kong Underwriter in column (II) below:

               (I) Name of Hong Kong Underwriter                 (II) Commitment
               ---------------------------------                 ---------------

               Citigroup Global Markets Asia Limited             44,583,333

               Morgan Stanley Dean Witter Asia Limited           44,583,332

               Cazenove Asia Limited                             2,500,000

               Deutsche Bank AG, Hong Kong Branch                2,500,000

               UOB Asia (Hong Kong) Limited                      2,500,000

               CITIC Capital Markets Limited                     666,667

               First Shanghai Securities Limited                 666,667

                                       19

<PAGE>

              Kim Eng Securities (Hong Kong) Limited            666,667

              South China Securities Limited                    666,667

              Sun Hung Kai International Limited                666,667
                                                                ---------------
                                                        Total:  100,000,000
                                                                ===============

              less the number of Hong Kong Public Offering Shares comprised in
              Relevant Public Offering Applications of such Hong Kong
              Underwriter which have been accepted (to the extent that the same
              have been accepted) bears to

              (2)    the aggregate of the number of Hong Kong Public Offering
                     Shares less the aggregate number of Hong Kong Public
                     Offering Shares comprised in Relevant Public Offering
                     Applications of all Hong Kong Underwriters.

              Subject to the provisions of the Intersyndicate Agreement, none of
              the Hong Kong Underwriters will be liable for any failure on the
              part of any of the other Hong Kong Underwriters to perform its
              obligations under this Clause. Notwithstanding the foregoing, each
              of the Hong Kong Underwriters shall be entitled to enforce any or
              all of its rights under this Agreement either alone or jointly
              with any or all of the other Hong Kong Underwriters.

       (C)    Acceptance of applications

              The Company agrees with the Hong Kong Underwriters that all
              completed Hong Kong Public Offering Application Forms duly and
              validly completed in accordance with the terms and conditions of
              the Hong Kong Public Offer Documents, received prior to the
              Application Lists being closed and accepted by the Joint Global
              Coordinators pursuant to Clause 3.1(C), either in whole or in
              part, will, if accompanied with a remittance which has been duly
              cleared, be accepted by the Company before calling upon the Hong
              Kong Underwriters or any of them to perform the obligations
              imposed on them by this Clause 3.4.

       (D)    Calculation of Hong Kong Public Offering Shares applied for

              Following the closing of the Application Lists, the Company shall
              cause the Receiving Bankers and the Registrar as soon as possible,
              and in any event within 24 hours of the closing of the Application
              Lists, to calculate the number of Hong Kong Offer Shares for which
              duly completed Hong Kong Public Offering Application Forms and/or
              Preferential Offer Application Forms (as the case may be) have
              been received and not rejected and to complete the processing of
              the Hong Kong Public Offering Applications and the Preferential
              Offering Applications, and to notify the Joint Global Coordinators
              forthwith of the numbers of the unsubscribed Hong Kong Public
              Offering Shares and Reserved Shares respectively.

       (E)    Notification to Hong Kong Underwriters

              In the event of a Hong Kong Public Offering Under-Subscription so
              that the Hong Kong Underwriters are obliged to apply for or
              procure applicants for the Hong Kong Public Offering Shares
              representing the shortfall pursuant to Clause 3.4(B), the Company
              will use its reasonable endeavours to procure the Registrar to as
              soon as possible and in any event not later than 4:00 p.m. on the
              Business Day which falls immediately after the date on which the
              calculation of the number of Hong

                                       20

<PAGE>

          Kong Public Offering Shares for which duly completed Hong Kong Public
          Offering Application Forms have been received (and not rejected) is
          completed in accordance with Clause 3.4(D), notify the Joint Global
          Coordinators (on behalf of the Hong Kong Underwriters) of the number
          of Hong Kong Public Offering Shares falling to be taken up pursuant to
          Clause 3.4(B). If there is no Hong Kong Public Offering
          Under-Subscription, then the obligations of the Hong Kong Underwriters
          in relation to the underwriting of the Hong Kong Public Offering
          pursuant to this Clause 3.4 shall cease.

     (F)  Hong Kong Underwriters' subscription obligations

          On or before 8 a.m. on the second Business Day immediately preceding
          the Listing Date and subject to the Conditions having been fulfilled
          (or waived by the Joint Global Coordinators on behalf of the Hong Kong
          Underwriters), each of the Hong Kong Underwriters will:

          (1)  deliver, or procure to be delivered, to the Company duly
               completed Hong Kong Public Offering Application Forms for such
               number of Hong Kong Public Offering Shares as fall to be taken up
               by it pursuant to Clause 3.4(B), specifying the names and
               addresses of the applicants and the number of Hong Kong Public
               Offering Shares to be allocated to each such applicant; and

          (2)  pay, or procure to be paid, to the Nominees the aggregate amount
               of the Issue Price and other amounts payable on application for
               such Hong Kong Offer Shares as fall to be taken up by it pursuant
               to Clause 3.4(B) (which shall include all amounts on account of
               brokerage, Stock Exchange trading fee, the SFC transaction levy
               and SFC investor compensation levy in accordance with the terms
               of the Hong Kong Public Offering),

          and the Company will, as soon as practicable and in any event before
          9:00 a.m. on the Business Day immediately preceding the Listing Date,
          duly allot and issue to such applicants the Hong Kong Public Offering
          Shares accordingly and duly issue and deliver the share certificates
          in respect of such Hong Kong Public Offering Shares in each case in
          accordance with and on the basis set out in Clause 3.3.

     (G)  Joint Global Coordinators' option

          If a Hong Kong Public Offering Under-Subscription shall occur, the
          Joint Global Coordinators shall have the right (but shall not be
          obliged) to apply or procure applications for (subject to and in
          accordance with this Agreement) all or any of the Hong Kong Public
          Offering Shares which any Hong Kong Underwriter is required to apply
          or procure applications for pursuant to Clause 3.4(B). Any application
          submitted or procured to be submitted by the Joint Global Coordinators
          pursuant to this Clause 3.4(G) in respect of which payment is made in
          accordance with Clause 3.4(F), specifying the relevant Hong Kong
          Underwriter whose obligations the Joint Global Coordinators are
          thereby satisfying, shall satisfy pro tanto the obligation of the
          relevant Hong Kong Underwriter under Clause 3.4(B) and shall not
          affect any agreement or arrangement between the Hong Kong Underwriters
          regarding the payment of underwriting commissions.

3.5  Payment obligations relating to the Hong Kong Public Offering

     (A)  Payment to the Company

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<PAGE>

          The Hong Kong Public Offering Application Moneys and Preferential
          Offering Application Moneys with interest thereon held by the Nominees
          will, in accordance with the provisions of the Receiving Bankers
          Agreement and subject to Clauses 3.5(B) to (D), be paid over to the
          Company in HK dollars as soon as possible and in any event not later
          than 5:00 p.m. on the date on which the Nominees receives written
          confirmation in accordance with clause 4.3 of the Receiving Bank
          Agreement from the Joint Global Coordinators (on behalf of the Hong
          Kong Underwriters) and the Joint Global Coordinators (on behalf of the
          Hong Kong Underwriters) agrees to give such written confirmation to
          the Nominees as soon as reasonably practical after it has been
          notified by the Company of the issue and allotment of the Hong Kong
          Offer Shares and Reserved Shares, and the Registrar has despatched, or
          delivered in accordance with Clause 3.3, valid share certificates in
          the name of successful applicants (or, where applicable, HKSCC
          Nominees Limited) for the Hong Kong Offer Shares and the Reserved
          Shares provided that the Nominees will, in accordance with the
          provisions of the Receiving Bankers Agreement, deduct from the amount
          so payable to the Company and pay to the Joint Global Coordinators
          (where a person other than the Joint Global Coordinators is entitled
          to any amount so paid pursuant to the terms of this Agreement, as
          agent on behalf of such person) or to such person as the Joint Global
          Coordinators may instruct:

          (1)  the underwriting commissions payable under Clauses 4.1; and

          (2)  an amount representing the Joint Global Coordinators' estimate of
               the whole or such portion of the fees, costs and expenses payable
               under Clause 4.2 provided that the Joint Global Coordinators
               shall have the right to deduct therefrom to pay such fees, costs
               and expenses on behalf of the Company and provided further that
               the Joint Global Coordinators shall as soon as reasonably
               practicable and in any event within 2 weeks of the date of this
               Agreement pay to the Company an amount equal to the balance of
               such amount, if any, after payment of the aforementioned fees,
               costs and expenses and other amounts (if any) payable by the
               Company in relation to the Hong Kong Public Offering provided,
               however, that if the amount deducted pursuant to this clause is
               insufficient for the purposes of covering the aforementioned
               fees, costs and expenses, the Company shall pay to the Joint
               Global Coordinators (where a person other than the Joint Global
               Coordinators is entitled to any amount so paid pursuant to the
               terms of this Agreement, as agent on behalf of such person) an
               amount equal to such shortfall forthwith upon receipt of the
               demand for the same from the Joint Global Coordinators.

     (B)  Payment of brokerage

          The Joint Global Coordinators, on behalf of the Hong Kong
          Underwriters, will arrange for the payment by the Nominees to the
          persons entitled thereto of brokerage at the rate of 1 per cent. in
          respect of the Accepted Hong Kong Public Offering Applications and
          Accepted Preferential Offering Applications, such amounts to be paid
          out of the Hong Kong Public Offering Application Moneys and the
          Preferential Offering Application Moneys, respectively, retained by
          the Joint Global Coordinators under Clause 3.5(A)(2) above.

     (C)  Payment of levy on behalf of the Company

          The Joint Global Coordinators on behalf of the Company will arrange
          for the payment by the Nominees of the Stock Exchange trading fee at
          the rate of 0.005 per cent., SFC transaction levy at the rate of 0.005
          per cent. and SFC investor

                                       22

<PAGE>

          compensation levy at the rate of 0.002 per cent. of the Issue Price
          payable by the Company to the Stock Exchange in respect of Accepted
          Hong Kong Public Offering Applications and Accepted Preferential
          Offering Applications, such amount to be paid out of the Hong Kong
          Public Offering Application Moneys and the Preferential Offering
          Application Moneys, respectively, retained by the Joint Global
          Coordinators under Clause 3.5(A)(2) above and to be paid on or before
          the relevant due dates.

     (D)  Refund of application moneys

          In accordance with the terms of the Receiving Bankers Agreement and
          the Registrar Agreement, the Company shall procure the Nominees to
          pay, and the Registrar to arrange for the distribution of cheques, to
          applicants under the Hong Kong Offer who are entitled to receive any
          refund of Hong Kong Public Offering Application Moneys and
          Preferential Offering Application Moneys in accordance with the terms
          of the Hong Kong Public Offering Documents or the Preferential
          Offering Documents (as the case may be).

3.6  Discharge from Hong Kong Underwriter's Obligations

     As soon as the Hong Kong Public Offering Shares comprising the Hong Kong
     Public Offering Underwriting Commitment of a Hong Kong Underwriter and
     falling to be taken up by that Hong Kong Underwriter in accordance with
     Clause 3.4(B) shall be subscribed and paid for by such Hong Kong
     Underwriter or otherwise subscribers procured by or on behalf of such Hong
     Kong Underwriter pursuant to the above provisions, such Hong Kong
     Underwriter shall be discharged from all further liability under this
     Agreement in respect of the underwriting of the Hong Kong Public Offering
     save in respect of Clauses 9.7 and 9.8.

4.   COSTS, EXPENSES, FEES AND COMMISSIONS

4.1  Underwriting commissions

     Subject to the obligations of the Hong Kong Underwriters under this
     Agreement  becoming unconditional, in consideration of the services of the
     Hong Kong Underwriters under this Agreement, the Company shall pay to the
     Joint Global Coordinators (for themselves and on behalf of the Hong Kong
     Underwriters) an underwriting commission calculated at the rate of 2.5 per
     cent. of the Reference Public Offering Amount, out of which the Hong Kong
     Underwriters will meet all (if any) sub-underwriting commissions and as to
     which the respective entitlements of the Hong Kong Underwriters will be in
     the proportion of their respective Hong Kong Public Offering Underwriting
     Commitments (or as the Hong Kong Underwriters may separately agree among
     themselves). For the avoidance of doubt:

     (A)  if the number of Hong Kong Public Offering Shares is increased in
          accordance with Clause 2.3, the Hong Kong Underwriters shall not be
          entitled to any commission in relation to those International Offering
          Shares and/or US Offering Shares which are withdrawn from the
          International Offering and/or the US Offering (as the case may be) and
          made available for subscription under the Hong Kong Public Offering;
          and

     (B)  if the number of Hong Kong Public Offering Shares is reduced in
          accordance with Clause 2.4, the Hong Kong Underwriters shall not be
          entitled to the commission of 2.5 per cent. in relation to those
          unsubscribed Hong Kong Public Offering Shares which are reallocated to
          the International Offering and/or the US Offering pursuant to Clause
          2.4.

                                       23


<PAGE>

4.2  Hong Kong Underwriters' expenses

     The Company shall also pay to the Joint Global Coordinators on behalf of
     the Hong Kong Underwriters all amounts of costs, fees and expenses incurred
     by the Underwriters or any of them under this Agreement or in connection
     with the Hong Kong Offer as set out in the International Underwriting
     Agreement.

5.   REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS

5.1  Representations, Warranties and undertakings by the Warrantors

     The Warrantors jointly and severally represent, warrant and undertake to
     the Hong Kong Underwriters and each of them on the terms set out in
     Schedule 3, and accept that each of the Underwriters is entering into this
     Agreement in reliance upon each of such representations, warranties and
     undertakings.

5.2  Rights In relation to the Warranties

     (A)  Each of the Warranties shall be construed separately and shall not be
          limited or restricted by reference to or inference from the terms of
          any other of the Warranties or any other term of this Agreement.

     (B)  The Warranties shall remain in full force and effect notwithstanding
          completion of the Hong Kong Offer.

     (C)  The Warranties are given on and as at the date of this Agreement with
          respect to the facts and circumstances subsisting at the date of this
          Agreement. In addition, the Warranties shall be deemed to be given on
          and as at:

          (1)  the Prospectus Date;

          (2)  the Acceptance Date;

          (3)  The Price Determination Date;

          (4)  the Force Majeure Expiry Time; and

          (5)  immediately prior to the commencement of trading of the Shares on
               GEM,

          with reference to the facts and circumstances then subsisting, and, in
          relation to any Warranties, on the basis that each reference to "Hong
          Kong Offer Documents" in the Warranties shall be deemed to be a
          reference to the Hong Kong Offer Documents as amended or supplemented
          as at such date pursuant to Clause 5.2(E)(1).

     (D)  Each of the Warrantors undertake to give notice to the Joint Global
          Coordinators (on behalf of the Underwriters) forthwith of any matter
          or event coming to its attention at any time on or prior to the last
          date on which the Warranties are deemed to be given pursuant to the
          provisions of Clause 5.2(C) which shows any of the Warranties to be or
          to have been or may become untrue, inaccurate or misleading or
          breached.

     (E)  If at any time, by reference to the facts and circumstances then
          subsisting, on or prior to the last date on which the Warranties are
          deemed to be given pursuant to the provisions of Clause 5.2(C), any
          matter, event or circumstances (an "Event") comes to the attention of
          any of the Warrantors as a result of which any Warranties, if repeated
          immediately after the occurrence of such matter or event,

                                       24

<PAGE>

          would be untrue, inaccurate or misleading or breached or which would
          or might render untrue, inaccurate or misleading any statement,
          whether of fact or opinion, contained in the Hong Kong Public Offering
          Documents if the same were issued immediately after the occurrence of
          such Event, or if for any reason it shall be necessary to amend or
          supplement the Hong Kong Offer Documents, such Warrantor shall
          forthwith notify and consult with Hong Kong Underwriters (but without
          prejudice to any other rights of any party).

     (F)  The Joint Global Coordinators shall in their sole and absolute
          discretion determine, if any of the Hong Kong Offer Documents has
          already been issued, published, distributed or made publicly
          available, what amendments or supplements thereto and what other
          announcement or circular or document, if any, should be issued,
          published, distributed or made publicly available or what other act or
          thing should be done. The Company will, with the prior written
          approval of the Joint Global Coordinators, so amend or supplement the
          Hong Kong Offer Documents and will issue and publish such other
          announcement or circular or document and do such other act or thing as
          may be required by the Joint Global Coordinators and will, without
          charge, supply to the Joint Global Coordinators as many copies as the
          Joint Global Coordinators may from time to time request of the amended
          or supplement to the Hong Kong Public Offering Documents and the
          aforesaid announcement, circular or document (if any). The Company and
          the Hong Kong Underwriters (other than the Joint Global Coordinators)
          agree not to issue, publish, distribute or make publicly available any
          such announcement, circular or document without the prior consent of
          the Joint Global Coordinators (for which purpose such consent may only
          be given by anyone of the Relevant Global Co-ordinate Persons);

     (G)  The provisions of paragraph 4.4 of Schedule 5 shall be deemed to be
          repeated as of the date of each such amendment or supplement to the
          Hong Kong Offer Documents on the basis that each reference to "Hong
          Kong Offer Documents" in such paragraph shall be deemed to be a
          reference to the Hong Kong Offer Documents as amended or supplemented
          as at such date; and

     (H)  If any Event shall have occurred prior to the Force Majeure Expiry
          Time, no actions taken pursuant to the provisions of this Clause
          5.2(E) shall prejudice any rights of the Joint Global Coordinators
          arising pursuant to Clause 8.

6.   FURTHER UNDERTAKINGS

6.1  Further undertakings by the Company

     (A)  The Company undertakes to each of the Hong Kong Underwriters that it
          will, and TOM undertakes to each of the Hong Kong Underwriters to
          procure that the Company will:

          (1)  comply in all respects with the terms and conditions of the Hong
               Kong Offer as provided for in the Hong Kong Offer Documents and
               this Agreement;

          (2)  comply in a timely manner with its obligations under the
               requirements of the Stock Exchange in connection with the Hong
               Kong Offer (including, without limitation, the GEM Listing Rules
               and the Companies Ordinance);

          (3)  maintain the listing of the Shares on the Stock Exchange for at
               least two years after the Conditions have been fulfilled except
               following a withdrawal of such listing which has been approved by
               the relevant shareholders of the Company in accordance with the
               GEM Listing Rules or following an offer

                                       25

<PAGE>

               (within the meaning of the Takeovers Code) to acquire the Shares
               of the Company becoming unconditional;

          (4)  procure that the Registrar and the Receiving Bankers shall comply
               in all respects with the terms of their respective appointments
               under the terms of the Registrar Agreement and the Receiving
               Bankers Agreement;

          (5)  procure that there shall be delivered to the Stock Exchange as
               soon as practicable the declaration in the form set out in
               Appendix 5, Form E of the GEM Listing Rules;

          (6)  comply with the obligations imposed upon it by the Companies
               Ordinance, the Companies Law and the GEM Listing Rules in
               relation to or by reason of the matters contemplated by this
               Agreement, including but without limitation:

               (a)  the making of all necessary registrations with the Registrar
                    of Companies in Hong Kong; and

               (b)  the making available for inspection at the offices of
                    Freshfields Bruckhaus Deringer of the documents referred to
                    in Appendix VIII to the Prospectus during the period
                    referred to therein;

          (7)  pay any tax, duty, levy, fee and other charge or expense which
               may be payable by the Company in Hong Kong or elsewhere whether
               pursuant to the requirement of any Law or otherwise, in
               connection with the creation, allotment and issue of the Hong
               Kong Offer Shares, the Hong Kong Public Offering and the
               Preferential Offering, the execution and delivery of, or the
               performance of any of the provisions under, this Agreement and
               will indemnify and hold harmless the Hong Kong Underwriters
               against any such tax, duty, fee, charge and expenses (including
               any interest or penalty);

          (8)  not, without the prior written approval of the Joint Global
               Coordinators, issue, publish, distribute or otherwise make
               available any document, material or information in connection
               with the Hong Kong Offer (except for the Hong Kong Public
               Offering Documents and the Preferential Offering Documents); and

          (9)  use the net proceeds received by it from the issue of the Offer
               Shares pursuant to the Global Offering in the manner specified
               under the section headed "Use of proceeds" in the Prospectus.

     (B)  The Company (for itself and on behalf of the directors and officers of
          the Company) undertakes to the Joint Global Coordinators that, and TOM
          undertakes to the Joint Global Coordinators that it will procure that,
          the Company will not, without the prior written consent of the Joint
          Global Coordinators (on behalf of the Hong Kong Underwriters) within
          six months of the Listing Date and unless in compliance with the GEM
          Listing Rules, (a) issue, offer, pledge, sell, contract to sell, sell
          any option or contract to purchase, purchase any option or contract to
          sell, grant any option, right or warrant to purchase, lend or
          otherwise transfer or dispose of, directly or indirectly, any of its
          Shares (directly or in the form of ADSs) or any securities convertible
          into or exercisable or exchangeable for, or that represent the right
          to receive, such Shares or ADSs or (b) enter into any swap or other
          arrangement that transfers to another, in whole or in part, any of the
          economic consequences of ownership of such Shares or ADSs, whether any
          such transaction described in paragraph (a) or (b) above is to be
          settled by delivery of share capital or such other securities, in cash
          or otherwise or publicly announce an intention to effect any such

                                       26

<PAGE>

          transactions. The foregoing sentence shall not apply to (a) the Hong
          Kong Offer Shares, (b) the issuance by the Company of ADSs or Offer
          Shares upon the exercise of an option or a warrant or the conversion
          of a security outstanding on the date hereof of which the Underwriters
          have been advised by the Company in writing, (c) the grant of any
          option pursuant to the Pre-IPO Share Option Plan or the Share Option
          Scheme or (d) the loan of the Shares by TOM to any Joint Global
          Coordinator pursuant to the stock borrowing arrangements to be entered
          into between TOM and such Joint Global Coordinator.

6.2  Restrictions on Dealings and Related Matters

     (A)  (1)  TOM undertakes with each of the Company and to the Joint Global
               Coordinators (on behalf of the Underwriters) that it will not and
               will procure that none of its Associates or companies controlled
               by it (within the meaning under the Takeovers Code) or nominees
               or trustees holding in trust for it will (unless with the prior
               written consent of the Joint Global Coordinators and unless in
               compliance with the GEM Listing Rules), within 6 months from the
               Listing Date, (a) offer, pledge, sell, contract to sell, sell any
               option or contract to purchase, purchase any option or contract
               to sell, grant any option, right or warrant to purchase, lend, or
               otherwise transfer or dispose of, directly or indirectly, any
               ADSs or Shares or any securities convertible into, or exercisable
               or exchangeable for ADSs or Shares, (b) file any registration
               statement with the Securities and Exchange Commission relating to
               the offering of any ADSs or shares of share capital or any
               securities convertible into or exercisable or exchangeable for
               ADSs or shares of share capital or (c) enter into any swap or
               other arrangement that transfers to another, in whole or in part,
               any of the economic consequences of ownership of ADSs or Shares,
               whether any such transaction described in paragraph (a), (b) or
               (c) above is to be settled by delivery of ADSs or Shares or such
               other securities, in cash or otherwise. The foregoing sentence
               shall not apply to transactions relating to the Shares or other
               securities of the Company acquired by TOM in open market
               transactions after the completion of the Global Offering. In
               addition, TOM agrees that, without the prior written consent of
               the Joint Global Coordinators (on behalf of the Underwriters), it
               will not, within six months after the Listing Date, make any
               demand for or exercise any right with respect to, the
               registration of any Shares or any security convertible into or
               exercisable or exchangeable for Shares. TOM also agrees and
               consents to the entry of stop transfer instructions with the
               Company's transfer agent and registrar against the transfer of
               TOM's Shares except in compliance with the foregoing
               restrictions.

          (2)  In the event that TOM fails to comply with this Clause 6.2(A),
               the Company covenants and undertakes to procure that any proposed
               transfer in breach of this Clause will not be registered in its
               share register.

     (B)  The Company agrees that it will not, and TOM undertakes to exercise
          its power of control to procure that the Company will not, effect any
          purchase of the Company's own shares, or agree to do so, which may
          reduce the holdings of Shares held by the public (as defined in Rule
          11.23 of the GEM Listing Rules) below 20 per cent. without first
          having obtained the prior written consent of the Joint Global
          Coordinators.

     (C)  The Company undertakes to the Joint Global Coordinators (on behalf of
          the Underwriters) that it will not without the prior written consent
          of the Joint Global Coordinators, and unless in compliance with the
          GEM Listing Rules, consent to any disposal of Shares issued to
          Cranwood Company Limited pursuant to clause

                                       27

<PAGE>

          4.10(b) of the sale and purchase agreement ("S&P Agreement") dated 25
          September 2003 entered into among Cranwood Company Limited, Bright
          Horizon Enterprises Limited, TOM and the Company in respect of the
          acquisition of Puccini International Limited by Bright Horizon
          Enterprises Limited at any time within six months from the Listing
          Date or otherwise release, waive or modify the restriction on Cranwood
          Company Limited in relation to disposal of shares under the S&P
          Agreement.

6.3  Obligations of the Warrantors and liability to the Underwriters

     (A)  The obligations of each of the Warrantors shall be binding on his or
          its personal representatives, successors and permitted assigns (as the
          case may be).

     (B)  Any liability to the Hong Kong Underwriters or any of them hereunder
          may in whole or in part be released, compounded or compromised and
          time or indulgence may be given by the Joint Global Coordinators (on
          behalf of the Hong Kong Underwriters) as regards any person under such
          liability without prejudicing the Hong Kong Underwriters' rights
          against any other person under the same or a similar liability or the
          other of the Hong Kong Underwriters' rights against such person.

7.   INDEMNITY

7.1  Each of the Warrantors (collectively, the "Indemnifying Parties" and
     individually, an "Indemnifying Party") undertakes, jointly and severally,
     to indemnify and keep indemnified (on an after-tax basis) and hold harmless
     each of the Joint Global Coordinators (and their respective successors),
     and the Hong Kong Underwriters, and its affiliates, their directors,
     officers, employees and agents and assignees for any loss suffered by it
     (collectively, the "Indemnified Parties" and individually, an "Indemnified
     Party") from and against all actions, claims (whether or not any such claim
     involves or results in any actions or proceedings), demands, investigations
     and proceedings from time to time threatened or made (together the
     "Actions") against, any and all losses and damages suffered and all
     liabilities, payments, fees, costs or expenses reasonably made or incurred
     (including, without limitation, all payments, fees, costs or expenses
     reasonably made or incurred arising out of or in connection with the
     settlement of any Action, or the enforcement of any such settlement or any
     judgment obtained in respect of any Action) and any other losses, damages
     and liabilities whatsoever (the "Loss") suffered, sustained or incurred or
     payable by, that Indemnified Party arising out of or in connection with:

     (A)  the due and proper performance by the Joint Global Coordinators, Hong
          Kong Underwriters or any of them of their obligations under and in
          accordance with this Agreement or otherwise in connection with the
          Hong Kong Offer Documents and/or the Global Offering, whether in
          performance of its duties as underwriter, manager, sponsor, financial
          advisor or otherwise; and/or

     (B)  the issue, publication, distribution or making available of any of the
          Hong Kong Offer Documents, the Formal Notice and any announcement in
          accordance with the terms of this Agreement and all public notices,
          announcements and advertisements in connection with the Global
          Offering; and/or

     (C)  the creation, offer, allotment and/or issue, as the case may be, of
          the Offer Shares; and/or

     (D)  any breach or alleged breach on the part of any of the Warrantors of
          any of the provisions of this Agreement or the International
          Underwriting Agreement; and/or

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<PAGE>

          (E)  the settlement of any investigation or proceeding by any
               governmental or regulatory authority, commenced or threatened;
               and/or

          (F)  any of the Warranties being untrue, inaccurate or misleading in
               any respect or having been breached in any respect or being
               alleged to be untrue, inaccurate or misleading in any respect or
               to have been breached in any respect; and/or

          (G)  an untrue statement or alleged untrue statement of a material
               fact contained in any Hong Kong Offer Document or any amendment
               or supplement thereto, or an omission or alleged omission to
               state therein a material fact necessary in order to make the
               statements therein, in the light of the circumstances under which
               they were made, not misleading,

          and the Indemnifying Party shall reimburse each Indemnified Party for
          any legal or other expenses incurred by such Indemnified Party in
          connection with investigating or defending any such loss, claim,
          damage, liability or action to which the aforesaid indemnity applies
          as such expenses are incurred, save and except caused by the gross
          negligence, wilful default or fraud or solely caused by the breach of
          the terms of this Agreement on the part of such Indemnified Party.

     7.2  The provisions of the indemnities contained in this Clause 7 are not
          affected by any other terms of this Agreement and does not restrict
          the rights of the Indemnified Parties to claim damages on any other
          basis.

     7.3  None of the Indemnifying Parties shall, without the prior written
          consent of the Indemnified Parties, settle or compromise or consent to
          the entry of any judgement with respect to any litigation, or any
          investigation or proceeding by any governmental or regulatory
          authority or body, commenced or threatened, or any claim whatsoever in
          respect of which indemnification or contribution could be sought under
          this Clause 7 (whether or not the Indemnified Parties are actual or
          potential parties thereto).

     7.4  The provisions of this Clause 7 shall continue in full force and
          effect notwithstanding the termination of this Agreement due to any
          reason whatsoever or the Hong Kong Public Offering becoming
          unconditional and/or its completion.

8.   TERMINATION IN EXCEPTIONAL CIRCUMSTANCES

8.1  The obligations of the Hong Kong Underwriters to subscribe or procure
     subscribers for the Hong Kong Public Offering Shares will be subject to
     termination by notice in writing from the Joint Global Coordinators (for
     themselves and on behalf of the Hong Kong Underwriters) to the Company if
     any of the following events develop, occur, exist or come into effect
     before the Force Majeure Expiry Time:

     (A)  (1)  any new law or regulation or any change in existing laws or
               regulations or any change in the interpretation or application
               thereof by any court or other competent authority of any relevant
               jurisdiction; or

          (2)  any change or development, or any event or series of events
               likely to result in any change or development, in local, national
               or international financial, political, economic or currency or
               market conditions or any monetary or trading settlement system
               (including but not limited to a material devaluation of the Hong
               Kong currency or the Renminbi against any foreign currencies) in
               the PRC, Hong Kong or the US; or

                                       29

<PAGE>

          (3)  the imposition of any moratorium, suspension or material
               restriction on trading in securities generally on the GEM or
               NASDAQ due to exceptional financial circumstances; or

          (4)  a change, or development occurs involving a prospective change,
               in taxation or exchange control in the PRC, Hong Kong or the US;
               or

          (5)  any outbreak or escalation of hostilities or calamity or crisis
               involving the PRC, Hong Kong or the US,

          which, in the sole opinion of the Joint Global Coordinators acting
          jointly (for themselves and on behalf of the Hong Kong Underwriters):

               (a)  is or will be or is likely to be materially adverse to the
                    business, financial or other condition or prospects of the
                    Company or the Group or, in the case of Clause 8.1(A)(4), to
                    any present or prospective shareholder of the Company in
                    his/its capacity as such; or

               (b)  has or will have or is likely to have a material adverse
                    effect on the success of the Global Offering or the level of
                    Offer Shares being applied for or accepted or the
                    distribution of Offer Shares; or

               (c)  makes it inadvisable or impracticable to proceed with the
                    Global Offering or the delivery of the Offer Shares on the
                    terms and in the manner contemplated by the Prospectus; or

     (B)  there comes to the notice of the Joint Global Coordinators any matter
          or event showing any of the Warranties in this Agreement to be untrue
          or misleading in any respect which is material in the context of the
          Global Offering when given or repeated; or

     (C)  there comes to the notice of the Joint Global Coordinators any breach
          on the part of the Company and/or TOM of any of the provisions of this
          Agreement which is material in the context of the Global Offering.

8.2  Upon the termination of this Agreement pursuant to the provisions of Clause
     8.1 or 2.1:

     (A)  each of the parties hereto shall cease to have any rights or
          obligations under this Agreement, save in respect of the provisions of
          this Clause and Clauses 7, 9.7 to 9.10, 9.12 and this Clause 8.2 and
          any rights or obligations which may have accrued under this Agreement
          prior to such termination;

     (B)  all payments made by the Hong Kong Underwriters or any of them and/or
          by successful applicants under Accepted Hong Kong Public Offering
          Applications shall be refunded forthwith;

     (C)  the Company shall pay to the Joint Global Coordinators the fees, costs
          and expenses as provided in Clause 4.2 and the parties agree that none
          of the commission referred to in Clause 4.1 shall be payable to any of
          the Hong Kong Underwriters; and

     (D)  the Company shall procure that the Registrar and the Nominees despatch
          refund cheques to all applicants under the Hong Kong Offer in
          accordance with the Registrar Agreement, the Receiving Bankers
          Agreement and the Hong Kong Offer Documents.

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<PAGE>

9.   GENERAL PROVISIONS

9.1  Release

     The Joint Global Coordinators may (on behalf of the Hong Kong Underwriters)
     release, compound or compromise the liability of any Warrantor or grant
     time or other indulgence to a Warrantor without releasing, compounding or
     reducing the liability of the other Warrantor or any other party hereto.

9.2  Remedies and waivers

     (A)  No delay or omission on the part of any party hereto in exercising any
          right, power or remedy under this Agreement shall:

          (1)  impair such right, power or remedy; or

          (2)  operate as a waiver thereof.

     (B)  Any single or partial exercise of any right, power or remedy under
          this Agreement shall not preclude any other or further exercise
          thereof or the exercise of any other right, power or remedy.

     (C)  The rights, powers and remedies provided in this Agreement are
          cumulative and not exclusive of any rights, powers and remedies
          provided by Law.

9.3  Assignment

     (A)  This Agreement shall be binding on, and enure for the benefit of, the
          parties hereto and their respective successors, personal
          representatives and permitted assigns.

     (B)  Each of the Joint Global Coordinators and the Hong Kong Underwriters
          may assign the benefit of the representations, warranties,
          undertakings and agreements (in whole or in part) made by the
          Warrantors as contained in this Agreement together with the benefit of
          the indemnity in Clause 7. Save as aforesaid, no party hereto may
          assign or transfer all or any part of any benefit of, or interest or
          right in, this Agreement, or any benefit, interest, right or
          obligation arising under this Agreement.

9.4  Further assurance

     Each of the parties hereto (other than the Joint Global Coordinators) shall
     from time to time, on being reasonably required to do so by the other
     parties hereto now or at any time in the future, do or procure the doing of
     such acts and/or execute or procure the execution of such documents as the
     Joint Global Coordinators may consider necessary or desirable for giving
     full effect to this Agreement in accordance with its terms and conditions
     or to comply with the applicable Laws and securing to such other parties or
     any of them the full benefit of the rights, powers and remedies conferred
     upon them or any of them in this Agreement in accordance with its terms and
     conditions or to comply with applicable Laws.

9.5  Entire agreement

     (A)  This Agreement, together with any document referred to herein as being
          in the agreed form, constitutes the whole and only agreement between
          the Company, the Warrantors, the Joint Global Coordinators, and the
          Hong Kong Underwriters, relating to the underwriting of the Hong Kong
          Public Offering Shares and supersedes and extinguishes any prior
          drafts, agreements, undertakings,

                                       31

<PAGE>

          representations, warranties, promises and arrangements of any nature
          whatsoever, whether or not in writing, relating thereto.

     (B)  Each party hereto acknowledges that in entering into this Agreement it
          is not relying upon any representation, warranty, promise or assurance
          made or given by any other party or any other person, whether or not
          in writing, at any time prior to the execution of this Agreement which
          is not expressly set out herein.

     (C)  This Agreement may only be varied by agreement in writing among all of
          the parties hereto.

9.6  Time of essence

     Save as otherwise expressly provided, time is of the essence of this
     Agreement.

9.7  Public announcements

     (A)  Subject to Clause 9.7(B) or as otherwise expressly provided in this
          Agreement, no announcement concerning this Agreement or the Global
          Offering (including the Hong Kong Offer, the International Offering
          and the US Offering) may be made by any of the parties hereto (or by
          any of their respective directors, officers or agents) without the
          prior written consent of the other parties hereto, such consent not to
          be unreasonably withheld or delayed.

     (B)  Any party hereto may make an announcement concerning this Agreement or
          the Global Offering (including the Hong Kong Offer, the International
          Offering and the US Offering), if and to the extent:

          (1)  required by Laws; or

          (2)  required by any securities exchange or regulatory or governmental
               body to which such party is subject or submits, wherever
               situated, including, without limitation, the Stock Exchange,
               whether or not the requirement has the force of Law,

          provided that in such case the relevant party shall first consult with
          the other parties to this Agreement in so far as it is reasonably
          practicable to do so.

     (C)  The restrictions contained in Clause 9.7 (A) shall continue to apply
          for a period of six months from the Listing Date notwithstanding
          termination of this Agreement and after completion of the Hong Kong
          Offer.

     (D)  During the period of the second 6 months from the Listing Date, no
          announcement concerning this Agreement or the Global Offering
          (including the Hong Kong Offer, the International Offering and the US
          Offering) may be made by the Company or TOM without first consulting
          the Joint Global Coordinators so far as it is reasonably practicable
          to do so.

9.8  Invalidity

     If at any time any provision of this Agreement is or becomes illegal,
     invalid or unenforceable in any respect under the Laws of any jurisdiction,
     that shall not affect or impair:

     (A)  the legality, validity or enforceability in that jurisdiction of any
          other provision of this Agreement; or

                                       32

<PAGE>

      (B) the legality, validity or enforceability under the Laws of any other
          jurisdiction of that or any other provision of this Agreement.

9.9   Counterparts

      This Agreement may be executed by the parties in any number of
      counterparts, and by different parties on separate counterparts, each of
      which when so executed and delivered shall be an original, but all of
      which shall together constitute one and the same document.

9.10  Governing law

      This Agreement shall be governed by and construed in accordance with the
      law of Hong Kong.

9.11  Jurisdiction and immunity

      (A) Each of the parties hereto irrevocably agrees that, subject as set out
          above, any suit, action or proceeding ("Proceeding") arising out of or
          in connection with this Agreement may be brought in the Hong Kong
          courts, submits to the jurisdiction of such courts in connection
          therewith and waives any objection which it may have now or hereafter
          to the laying of the venue of any such Proceeding in any such court
          and any claim that any such Proceeding have been brought in an
          inconvenient forum.

      (B) Subject as set out above, the submission to such jurisdiction shall
          not (and shall not be construed so as to) limit the right of any party
          to take any Proceeding against any other party in whatsoever
          jurisdictions that party seems fit nor shall the taking of any
          Proceeding in anyone or more jurisdictions preclude the taking of any
          Proceeding in any other jurisdiction, whether concurrently or not.

      (C) Each of the Warrantors irrevocably agrees that any writ, judgment or
          other notice of process shall be sufficiently and effectively served
          on it if delivered to the address appearing next to its/his name in
          Clause 9.14(C) and marked for the attention of the person referred to
          in Clause 9.14(C) or to such other person or address in Hong Kong as
          may be notified by such Warrantors to the other parties hereto.

      (D) To the extent that any party hereto may in any court or arbitration
          proceedings arising out of or in connection with this Agreement or in
          any proceedings taken for the enforcement of any determination,
          decision, order or award made in such court or arbitration proceedings
          claim for itself or its assets immunity from suit or other legal
          process or to the extent that in any such court or arbitration or
          enforcement proceedings there may be attributed to itself or its
          assets such immunity (whether or not claimed), such party hereby
          irrevocably waives such immunity and consents, in respect of any such
          court or arbitration or enforcement proceedings, to the giving of any
          relief or the issue of any process including, without limitation, the
          taking of proceedings, enforcement or execution against property
          whatsoever (irrespective of its use or intended use) to the full
          extent permitted by applicable Laws.

9.12  Notices

      (A) Any notice or other communication given or made under or in connection
          with the matters contemplated by this Agreement shall be in writing
          and shall be in the English language.

                                       33

<PAGE>

      (B) Any such notice or other communication shall be addressed as provided
          in Clause 9.14(C) and, if so addressed, shall be deemed to have been
          duly given or made as follows:

          (1)  if sent by personal delivery upon delivery at the address of the
               relevant party;

          (2)  if sent by post on the third Business Day after the date of
               posting;

          (3)  if sent by facsimile, when despatched with confirmed receipt as
               evidenced by the transmission report generated at the end of the
               transmission of such facsimile by the facsimile machine used for
               such transmission.

     (C)  The relevant addresses and facsimile numbers of each party hereto for
          the purposes of this Agreement, subject to Clause 9.14(D), are:

<TABLE>
<CAPTION>
      NAME OF PARTY          ADDRESS                                FACSIMILE NO.
      -------------          -------                                -------------
      <S>                    <C>                                    <C>
      TOM Online Inc.        8/th/ Floor, Tower W3                  (8610) 8518 5555
                             Oriental Plaza
                             No.1 Dong Chang An Avenue
                             Dong Cheng District, Beijing 100738,
                             The PRC

      TOM Group Limited      48/th/ Floor                           (852) 2189 7446
                             The Center
                             99 Queen's Road Central
                             Hong Kong

      Citigroup Global       20/th/ Floor                           (852) 2501 8110
      Markets Asia Limited   Three Exchange Square
                             8 Connaught Place, Central
                             Hong Kong

      Morgan Stanley Dean    30/th/ Floor                           (852) 2848 5577
      Witter Asia Limited    Three Exchange Square
                             Central
                             Hong Kong
</TABLE>

      (D) A party may notify the other parties to this Agreement of a change to
          its relevant address or facsimile number for the purposes of Clause
          9.14(C), provided that such notification shall only be effective on:

          (1)  the date specified in the notification as the date on which the
               change is to take place; or

          (2)  if no date is specified or the date specified is less than five
               Business Days after the date on which notice is given, the date
               falling five Business Days after notice of any such change has
               been given.

IN WITNESS whereof this Agreement has been executed by or on behalf of the
parties on the date first stated above.

                                       34

<PAGE>

                       SCHEDULE 1: HONG KONG UNDERWRITERS

<TABLE>
<CAPTION>
     Name                                   Address
<S>                                         <C>
1.   Citigroup Global Markets Asia          20/th/ Floor, Three Exchange Square, 8 Connaught Place,
     Limited                                Central, Hong Kong

2.   Morgan Stanley Dean Witter             26/th/ Floor, Three Exchange Square, 8 Connaught
     Asia Limited                           Place, Central, Hong Kong

3.   Cazenove Asia Limited                  5001, 50/th/ Floor, One Exchange Square, 8 Connaught
                                            Place, Central, Hong Kong

4.   Deutsche Bank AG, Hong                 55/th/ Floor, Cheung Kong Center, 2 Queen's Road
     Kong Branch                            Central, Hong Kong

5.   UOB Asia (Hong Kong) Limited           Suite 601, 6/th/ Floor, Aon China Building, 29 Queen's
                                            Road Central, Hong Kong

6.   CITIC Capital Markets Limited          26/th/ Floor, CITIC Tower, 1 Tim Mei Avenue, Central,
                                            Hong Kong

7.   First Shanghai Securities              19/th/ Floor, Wing On House, 71 Des Voeux Road,
     Limited                                Central, Hong Kong

8.   Kim Eng Securities (Hong Kong)         Room 1901, Bank of America Tower, 12 Harcourt Road,
     Limited                                Central, Hong Kong

9.   South China Securities Limited         28/th/ Floor, Bank of China Tower, 1 Garden Road,
                                            Central, Hong Kong

10.  Sun Hung Kai International Limited     Level 12, One Pacific Place, 88 Queensway, Hong Kong
</TABLE>

                                       35

<PAGE>

                   SCHEDULE 2: CONDITIONS PRECEDENT DOCUMENTS

PART A

1.   A certified copy of the resolutions of the Board passed on 12 February
     2004, inter alia:

     (A)  approving and authorising execution of this Agreement and each of the
          documents as may be required to be executed by the Company for the
          purposes of the Hong Kong Public Offering;

     (B)  approving the Global Offering; and

     (C)  approving and authorising the issue and the registration with the
          Registrar of Companies in Hong Kong of the Hong Kong Public Offering
          Documents.

2.   A certified copy of the written resolutions of the shareholders of the
     Company passed on 12 February 2004 approving, inter alia, the Global
     Offering and the adoption of the Pre-IPO Share Option Plan and the Share
     Option Scheme.

3.   A certified copy of the minutes of a meeting or resolutions of the board of
     directors of TOM approving and authorising execution of this Agreement and
     each of the Operative Documents to which TOM is a party.

4.   Certified copies of the resolutions of the directors of the relevant
     companies of the Group approving the Deed of Indemnity and the Deed of
     Non-compete, and the performance by each of them of their respective
     obligations under each such agreement.

5.   Three printed copies of each of the Hong Kong Public Offering Documents
     duly signed by two Directors or their respective duly authorised agents
     and, if signed by their respective duly authorised agents, copies of the
     relevant authorisation documents.

6.   The Verification Notes signed by or on behalf of each party to whom
     responsibility is therein assigned (except the Joint Global Coordinators
     and their legal advisers).

7.   Certified copies of the responsibility letters, powers of attorney and
     statements of interests signed by all the Directors.

8.   A certified copy of each of the certified material contracts referred to in
     the paragraph headed "Summary of material contracts" in Appendix VII to the
     Prospectus (other than this Agreement).

9.   One signed original or certified copy of each of the accountants' reports
     dated the Prospectus Date by the Reporting Accountants, the texts of which
     are contained in Appendices I and II to the Prospectus.

10.  One signed original or certified copy of the property valuation report
     dated the Prospectus Date from the Property Valuers to the Directors in
     connection with the valuation of the property interests of the Group, the
     text of which is contained in Appendix IV to the Prospectus.

11.  One signed original or certified copy of each of the letters dated the
     Prospectus Date from the Reporting Accountants to Company and the Joint
     Global Coordinators (on behalf of the Hong Kong Underwriters) (A)
     confirming the indebtedness statement contained in the Prospectus, and (B)
     commenting on the statement contained in the Prospectus as to the
     sufficiency of working capital, such letters to be in the form previously
     agreed by the

                                       36

<PAGE>

     Reporting Accountants with the Company and the Joint Global Coordinators
     (on behalf of the Hong Kong Underwriters).

12.  A certified copy of each of the letter dated the Prospectus Date from each
     of the experts referred to in Appendix VII to the Prospectus consenting to
     the issue of the Prospectus with the inclusion of references to it and of
     its letter and/or report and/or valuation certificate in the form and
     context in which they are included.

13.  A certified copy of the letter dated the Prospectus Date from Maples and
     Calder Asia to the Company in relation to the summary of the constitution
     of the Company and Cayman Islands company law in Appendix VI to the
     Prospectus.

14.  A letter from Freshfields Bruckhaus Deringer to the Joint Global
     Coordinators confirming that a copy of each of the Hong Kong Public
     Offering Documents, together with the documents specified in the section
     headed "Documents Delivered to the Registrar of Companies" in Appendix VIII
     to the Prospectus have been delivered to the Registrar of Companies in Hong
     Kong for registration as required by section 342C of the Companies
     Ordinance, and a certified copy of the letter from the Registrar of
     Companies in Hong Kong confirming registration of the Prospectus.

15.  A certified copy of each of the Reorganisation Documents.

16.  A certified copy of the Receiving Bankers Agreement.

17.  A certified copy of the Registrar Agreement.

18.  A certified copy of the multiple applications letter.

19.  One signed original of a legal opinion dated the date of this Agreement
     from Maples and Calder Asia regarding, inter alia, due incorporation of the
     Company.

20.  A certified copy of the translation certificate issued by the translator in
     respect of the Hong Kong Public Offering Documents.

21.  One signed original or certified copy of the comfort letter dated the
     Prospectus Date, in form satisfactory to the Joint Global Coordinators,
     issued by the Reporting Accountants confirming certain information set out
     in the Prospectus.

22.  A certified copy of the certificate of incorporation and memorandum and
     articles of association of the Company.

23.  A certified copy of the certificate of registration of the company as an
     oversea company under Part XI of the Companies Ordinance.

24.  A certified copy of the current business registration of the Company.

25.  A certified copy of the Pre-IPO Share Option Plan.

26.  A certified copy of the Share Option Scheme.

27.  A certified copy of each of the signed service agreements entered into by
     each of the executive Directors.

28.  One signed original of each of the legal opinions issued by Commerce &
     Finance Law Offices addressed to, inter alia, the Company and the Joint
     Global Coordinators (on behalf of the Hong Kong Underwriters) (in the form
     satisfactory to the Joint Global Coordinators) in connection with: (A)
     general corporate matters; (B) the contractual arrangements; (C)

                                       37

<PAGE>

     property; (D) Cernet Information Technology Company Limited, Cernet Online
     Co Ltd and Guangzhou Hong Xiang Audio-Video Production Company Limited; and
     (E) approvals and other matters (the supplemental legal opinion). All such
     legal opinions to be dated the date of this  Agreement.

29.  One certified copy of the certificate of good standing of each of Lahiji
     Vale Limited, Laurstinus Limited, Bright Horizon Enterprises Limited and
     Puccini International Limited. (If not available, to be provided by Price
     Determination Date)

PART B

1.   Signed originals of the bring-down Cayman legal opinions

2.   One signed original of the Hong Kong legal opinion

3.   One signed original of the stock borrowing agreement between TOM and
     Citigroup in a form to be reasonably agreed by them

4.   One signed original of the Escrow Agreement

                                       38

<PAGE>

                             SCHEDULE 3: WARRANTIES

Where any defined term used in this Schedule is not defined in this Agreement,
it shall be given the meaning ascribed to it in the International Underwriting
Agreement.

1.       Incorporation, capacity and authority
         -------------------------------------

1.1      The Company is duly registered in Hong Kong as an oversea company under
         Part XI of the Companies Ordinance.

1.2      TOM has been duly incorporated and is validly existing as a limited
         liability company under the Laws of the Cayman Islands and is a legal
         person and has the requisite power and authority to enter into this
         Agreement and to perform and carry out all the transactions and
         obligations contemplated under this Agreement and the execution by TOM
         of this Agreement will not, (i) conflict with or result in any breach
         or violation of any of the terms or provisions of, or constitute a
         default under, any indenture, mortgage, deed of trust, loan agreement,
         note, lease or other agreement or instrument binding upon TOM, (ii)
         will not result in any violation of the provisions of the Memorandum of
         Association, Articles of Association or business licenses or other
         constitutional documents of TOM or (iii) any law or statute or any
         order, rule, regulation, judgment, order or decree of any Governmental
         Agency having jurisdiction over TOM.

1.3      No provisions of this Agreement contravene in any way the applicable
         Laws to each of the Company and Tom is subject and the law by which the
         relevant agreement and document is expressed to be governed.

1.4      The Articles of the Company comply with the requirements of the GEM
         Listing Rules.

1.5      The obligations of the Company under this Agreement are not and will
         not be subject to any conditions precedent other than as specified in
         the relevant agreement.

1.6      Save to the extent already warranted in warranty (P) from the
         International Underwriting Agreement above, each member of the Group
         has full power (corporate and other) to execute, deliver and perform
         each of its agreements and arrangements as described in the Prospectus
         and has duly authorised, executed and delivered each such agreement and
         contract. Each such agreement or contract constitutes a legal, valid
         and binding agreement, enforceable in accordance with its term against
         such member of the Group except as such enforceability may be limited
         under applicable bankruptcy, insolvency, fraudulent transfer,
         reorganisation, moratorium or similar Laws of general applicability
         relating to or affecting creditors' rights and to general equitable
         principles.

1.7      The Articles are the existing articles of association of the Company
         and have been validly approved by the Company in accordance with the
         requirements of the Laws of the Cayman Islands.

2.       Group Structure
         ---------------

2.1      The Company does not own or control, directly or indirectly, any equity
         interest (whether in the form of shareholding or otherwise) in any
         other company, enterprise or undertaking save as described in the
         Prospectus and does not have any other branch, agency, place of
         business or permanent establishment save as disclosed in the
         Prospectus.

2.2      No member of the Group has any branch, agency, place of business or
         permanent establishment outside the Cayman Islands, the British Virgin
         Islands, Hong Kong and the PRC.

                                       39

<PAGE>

2.3      Save as disclosed in the Prospectus, no member of the Group acts or
         carries on business in partnership with any other person or is a member
         of any corporate or unincorporated body, undertaking or association or
         holds or is liable on any share or security which is not fully paid up
         or which carries any liability.

2.4      None of the members of the Group is engaged in any business activity or
         has any material asset or liability (whether actual, contingent or
         otherwise) which is not directly or indirectly related to the business
         of the Group as described in the Prospectus.

3.       Reorganisation
         --------------

         Save as disclosed in the Prospectus, so far as the Warrantors are
         aware, no legal, arbitral or governmental proceedings have been
         threatened or contemplated, that challenge the effectiveness, validity
         or enforceability of the Reorganisation, the Reorganisation Documents
         and the Corporate Documents or any of the contracts listed or otherwise
         referred to in the paragraph headed "Summary of material contracts" in
         Appendix VIII to the Prospectus.

4.       The Offer
         ---------

         Save as disclosed in the Prospectus, the Hong Kong Offer will not
         require any approvals from any governmental or regulatory body or, in
         the case of the Company, the sanction or consent of its shareholders
         which is outstanding.

         The Hong Kong Offer will not result in the creation or imposition of
         any lien, charge, encumbrance or other restriction upon any assets of
         any member of the Group.

         The Shares to be issued pursuant to the Hong Kong Offer will be free
         from any lien, charge, encumbrance or other security interest or third
         party rights or interests.

         Except as set out in the Prospectus, there are no limitations on the
         rights of holders of Shares to hold or vote or transfer their shares.

         There are no contracts, agreements or understandings between any Group
         company and any person that would give rise to a valid claim against
         the Group or the Global Co-ordinators or any of the Underwriters for
         any brokerage, commission, finders' fee or other like payment in
         connection with the Share Offer.

         All public notices, announcements and advertisements in connection with
         the Hong Kong Offer and authorised by the Company to be issued, made
         and published comply and will comply with all applicable statutory
         provisions and regulatory requirements and all statements of fact
         contained therein are and will be true and complete (as of the
         respective dates thereof).

5.       Accountants' etc Reports
         ------------------------

         All material information requested from the Company by the Reporting
         Accountants for the purposes of their reports, letters, and
         certificates to the Company and/or the Underwriters has been supplied
         to them and such information is true accurate and not misleading in any
         material respect and was given in good faith. No material information
         was withheld from the Reporting Accountants and the Company does not
         disagree with any aspect of the reports, letters or certificates
         prepared by the Reporting Accountants respectively and the opinions
         attributed to the Directors in such reports or letters are honestly
         held by the Directors and are fairly based upon facts within their
         knowledge after due and careful consideration.

6.       Verification Notes
         ------------------

                                       40

<PAGE>

         The replies to the questions set out in the Verification Notes relating
         to the Hong Kong Underwriting Agreement given by the Company or the
         Directors were so given by persons having appropriate knowledge and
         duly authorised for such purposes and all such replies have been given
         in full and in good faith and were, and remain, true and accurate and
         not misleading in any material respect.

7.       Offer Documents
         ---------------

         All statements of material fact contained in the Offer Documents (and
         any amendment or supplement thereto) are true and accurate, complete in
         all material respects and not misleading and there are no facts known
         or which on reasonable enquiry could have been known to any member of
         the Group and/or the Warrantors (or any of them) which are not
         disclosed in the Offer Documents, the omission of which would make any
         statement therein misleading in any respect or which in the
         circumstances of the Offer are material for disclosure therein
         provided, however, that this representation and warranty shall not
         apply to any statements or omissions made in reliance and conformity
         with information furnished in writing to the Company by a Hong Kong
         Underwriter. All expressions of opinion or intention therein (including
         but not limited to the statement regarding the sufficiency of working
         capital, use of proceeds, indebtedness, prospects, dividends, future
         plans and prospects, Company's liquidity, financial resources and
         capital structure, material contracts and litigation) are made after
         due and careful consideration and are and will be founded on bases and
         assumptions that are fair and reasonable and are and will be truly and
         honestly held by the Warrantors and there are no other facts known or
         which on reasonable enquiry could have been known to the Warrantors the
         omission of which would make any such statement or expression
         misleading in any material respect or which will or might be material
         in the context of the Offer as a whole.

         The Offer Documents contain and, when each of them is issued, will
         contain all such information and particulars required to comply with
         all statutory and other provisions (including, without limitation, the
         Companies Law, the Companies Ordinance and the GEM Listing Rules) so
         far as applicable.

         The Prospectus contains all particulars and information reasonably
         necessary to enable the Stock Exchange to asses the Company's
         suitability for listing and all information as investors would
         reasonably expect to find there for the purpose of to making an
         informed assessment of the assets and liabilities, financial position
         and prospects of the Group and its profits and losses and of the rights
         attaching to the Shares and there are no other facts the omission of
         which would make any statement in the Prospectus misleading in any
         material respect or which is in the context of the Hong Kong Offer as a
         whole material for disclosure. Taken as a whole, the Prospectus gives a
         view of the Group, including its prospects, which is reasonable and not
         misleading.

         All statements of fact in the section of the Prospectus headed "Risk
         Factors" are true and accurate in all material respects and each
         expression of opinion, belief and expectation in respect of that
         section is reasonable, truly and honestly held.

         The report prepared by the Company in respect of the adequacy of the
         Group's working capital has been properly compiled by the Company on
         the basis of the assumptions stated therein and is presented on a basis
         consistent with the accounting principles and policies adopted by the
         Reporting Accountants in relation to the preparation of the
         accountants' report contained in Appendix I to the Prospectus after
         making proper provision for all known material liabilities (whether
         actual or contingent or otherwise); and the assumptions upon which the
         report are based are fair and reasonable in the context of the Group
         and that there are no material facts known or which could on reasonable
         enquiry have been known to the Company or the Warrantors or the
         Directors which have

                                       41

<PAGE>

         not been taken into account in the preparation of the report and which
         could be expected to have a material impact thereon.

         The directors of the Company have made sufficient enquiries as to
         enable them to give the confirmations set out in their respective
         responsibility statements relating to the Hong Kong Offer.

8.       Directors Interests
         -------------------

         All the interests of the Directors in the securities of the Company and
         its associated corporations (within the meaning of the Securities and
         Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (the "SFO"))
         which will be required to be notified to the Company and the Stock
         Exchange pursuant to the SFO and Rules 5.40 to 5.59 of the GEM Listing
         Rules once the Shares are listed on the Stock Exchange are fully and
         accurately disclosed in the Prospectus.

9.       Financial Statements
         --------------------

The audited consolidated financial statements of the Group for the two years
ended 31 December 2003 contained in the accountants' report prepared by the
Reporting Accountants and set out in Appendices 1 the Prospectus have been
prepared so as to give a true and fair view of the financial position of the
Group at the Accounts Date and of the results of the Group for the accounting
reference period of two years ending 31 December 2003:

..        such summaries are accurate in all material respects, make full
         provision for any bad or doubtful debts and make appropriate provision
         for (or contain a note in accordance with good accounting practice
         respecting) all deferred or contingent liabilities, whether liquidated
         or unliquidated at the date thereof; and

..        save as disclosed in the Prospectus, the profits and losses shown by
         such accounts have not in any material respect been affected by any
         unusual or exceptional item or by any other matter which has rendered
         such profits or losses unusually high or low.

The financial information and financial data set forth in the Prospectus in the
sections headed "Summary" and "Financial information" are derived from the
accounting records of the Group and are a fair presentation of the data
purported to be shown.

There are no material contingent liabilities of the Group which are not
appropriately provided for or disclosed in the financial statements in the
Accountants' Report or the notes thereto.

10.      Profit Forecast
         ---------------

The memorandum on the combined profit and cash flow forecast for the Group
provided to the Stock Exchange, which has been approved by the Directors and
reviewed by the Accountants in connection with the Hong Kong Offer, has been
prepared after due and careful enquiry and on the bases and assumptions stated
in such memorandum which the Directors believe to be reasonable and: (a) all
statements of fact in such memorandum are true and accurate in all material
respects and not misleading in any material respect; (b) all expressions of
opinion contained in such memorandum are fair and reasonable, are honestly held
by the Directors based on facts known to the directors of the Company having
made all due investigation and enquiries as they could reasonably be expected to
make; and (c) there are no other material facts or assumptions which in any case
ought reasonably to have been taken into account which have not been taken into
account in the preparation of such memorandum.

11.      Events Since The Accounts Date
         ------------------------------

Save as disclosed in the Prospectus, since 31 December 2003:

                                       42

<PAGE>

..        each member of the Group has carried on business in the ordinary and
         usual course so as to maintain it as a going concern and in the same
         manner as previously carried on and since such date has not entered
         into any material contract, transaction or commitment outside the
         ordinary course of business or of an unusual or onerous nature;

..        each member of the Group has continued to pay its creditors in the
         ordinary course of business;

..        cancelled or waived or released or discounted in whole or in part any
         debts or claims which are material in the context of the Group as a
         whole;

..        no member of the Group has declared, paid or made any dividend or
         distribution of any kind on any class of shares;

..        no transaction has taken place which has given rise, or may give rise,
         to any tax liability of any member of the Group which could reasonably
         be considered material in the context of the Hong Kong Offer, other
         than transactions in respect of or arising in the ordinary course of
         day to day business of the relevant member of the Group;

12.      Connected transactions
         ----------------------

In respect of the connected transactions (as defined in the GEM Listing Rules)
of the Company (the "Connected Transactions"):

..        there are no Connected Transactions which have not been disclosed or
         reflected in the Prospectus;

..        all written information (including but not limited to historical
         figures) and documentation provided by the Company to the Joint Global
         Co-ordinators and the Underwriters are true and accurate and complete
         in all material respects and there is no other information or document
         which have not been provided the result of which would make the
         information and documents so received misleading;

13.      Joint Ventures
         --------------

In relation to the contractual arrangements relating to the ownership and
control of Beijing Lei Ting, Shenzen Freenet and Wu Ji Network (each as defined
in the Prospectus) described in the "Our Corporate Structure", "Business -
Connected Transactions" and "Risk Factors" sections of the Prospectus, no Group
Company is in material dispute with any of the employees/nominee shareholders
named therein and, after due enquiry, there are no circumstances known to the
Company which may give rise to any such material dispute with any such person.

14.      Capital and contractual commitments, etc.
         -----------------------------------------

Save as disclosed in the Prospectus, no member of the Group has any material
outstanding liabilities, term loans, other borrowings or indebtedness in the
nature of borrowings, including bank overdrafts and loans, debt securities or
similar indebtedness, hire purchase commitments or any mortgages and charges.

The description contained in the Prospectus of the Group's capital commitments
and/or requirements with respect to existing and further projects is true and
complete in all material respects. No member of the Group has any capital
commitment which is sufficiently material to merit disclosure in the Prospectus
but is not so disclosed.

                                       43

<PAGE>

In the opinion of the Directors, taking into account the net proceeds to be
received by the Group from the Share Offer, the working capital available to the
Group is and will be sufficient for the Group's present requirements and, in all
events, for at least 12 months from the Listing Date.

No Group Company is in material dispute with any member of the China Mobile
group of companies or any member of the China Unicom group of companies and,
after due enquiry, there are no circumstances known to the Company which may
give rise to any such material dispute with any member of the China Telecom
group of companies or any member of the China Unicom group of companies, or
which may otherwise materially and adversely affect the relationship of any
Group Company with any member of the China Telecom group of companies or any
member of the China Unicom group of companies.

Save for normal indemnity provisions in commercial contracts, no member of the
Group has entered into any agreement, arrangement or understanding, whether oral
or written, whereby it has assumed or become responsible for, or will assume or
become responsible for, any liability arising out of or in connection with
proceedings involving any company which is not a member of the Group which is
material in the context of the Group as a whole.

15.      Indebtedness
         ------------

Save as disclosed in the Prospectus and for such transactions as may be entered
into by the Company pursuant to any of the Operative Documents or Reorganisation
Documents or in the ordinary course of business, no indebtedness (actual or
contingent), no contract or arrangement is outstanding between any member of the
Group and TOM or any company (excluding the Group) or undertaking which TOM owns
or controls (whether by way of shareholding or otherwise).

16.      Insurance
         ---------

No material claim under any insurance pollices taken out by any member of the
Group is outstanding and there are no circumstances likely to give rise to such
a material claim.

All premiums due in respect of such insurance policies have been duly paid in
full and, to the best of the knowledge of the directors of the Company having
made all due investigation and enquiries, all conditions for the validity and
effectiveness of the said policies have been fully observed and performed.

17.      Default
         -------

No circumstance has arisen such that any person is now entitled to require
payment of any material indebtedness or under any guarantee of any material
liability of any member of the Group by reason of default by any such member or
any other person.

No member of the Group is in breach of, or in default (nor has any event
occurred which, with the giving of notice or the lapse of time or both would
result in a material default by any such member) under any Law or Approvals
which is binding upon or affects it or any of its assets or revenues or the
operation of its business. The consequence of breach or default might result in
a Material Adverse Effect (as defined in the warranties from the International
Underwriting Agreement set out above).

There is no event, default or breach of any agreement or other instrument which,
by the passage of time or the giving of notice or both or otherwise, would
constitute an event of default on the part of any member of the Group the effect
of which is to accelerate or to permit the acceleration (by notice or otherwise)
of repayment of any material indebtedness or give rise to an obligation or
liability or right of enforcement of such obligation or liability of any member
of the Group which is materially adverse to the financial or trading position of
the Group.

                                       44

<PAGE>

18.      Employees
         ---------

No member of the Group has established or incurred any obligation to establish
or given any undertaking in respect of any retirement, death or disability
scheme or arrangement relating to any present or past employee or director or
any other person under which any obligation or liabilities have arisen or might
reasonably be expected to arise which might result in a Material Adverse Effect.

19.      Directors
         ---------

..        The Directors have been duly and validly appointed and are the only
         directors of the Company.

..        Except as disclosed in the Prospectus, none of the Directors has a
         service contract with any Group Company which is required to be
         disclosed in the Prospectus.

..        All interests of the Directors in any company or business which is or
         was a party to an agreement or arrangement within the last two years
         with any member of the Group and in any company or business in
         competition with any existing businesses of the Group or which now
         transacts business with any member of the Group are, to the extent
         material, sufficiently disclosed in the Prospectus.

..        There are no loans or other indebtedness (actual or contingent) due or
         owing to any member of the Group by any of the Directors or any person
         connected with such Director (including his spouse, his children under
         18 years of age and any company controlled by him (whether directly or
         indirectly)).

20.      Intellectual Property
         ---------------------

Save as disclosed in the Prospectus, all Intellectual Property which is material
to the business of the Group and owned by or licensed to a member of the Group
is not the subject of any licences, rights or other encumbrances in favour of a
third party granted by a predecessor in title to, or assignor of, such
Intellectual Property to the Group.

No member of the Group has received any notice or is otherwise aware of:

..        any infringing use by third parties of any of the Intellectual Property
         used or owned by a member of the Group where that use is likely to have
         a material adverse effect on the business of the Group; or

..        any pending or threatened action, suit, proceeding or claim by others
         challenging the Group's rights in or to any of the Intellectual
         Property used or owned by a member of the Group which, if it succeeded,
         would be likely to have a material adverse effect on the business of
         the Group; or

..        any pending or threatened action, suit, proceeding or claim by others
         claiming infringement or other violation by any member of that Group of
         any Intellectual Property or other proprietary rights of others which,
         if it succeeded, would be likely to have a material adverse effect on
         the business of the Group; or

So far as the directors of the Company are aware having made due enquiry, the
Company, the rights and interest held by the Group (whether as owner, licensee
or otherwise) in Intellectual Property comprises all such material rights and
interests necessary for the carrying on of the business of the Group in and to
the extent which it is presently conducted.

21.      Taxation
         --------

                                       45

<PAGE>

..        The provisions included in the accountants' report in Appendices 1 and
         2 to the Prospectus were sufficient to cover all taxation (if any) in
         respect of all accounting periods ended on or before the Accounts Date.
         There is no material tax deficiency that has been asserted against any
         member of the Group.

..        Under existing Cayman Islands and Hong Kong Law, holders of Offer
         Shares are not subject to withholding tax, income tax or any other
         taxes or duties imposed by any governmental or regulatory authority in
         the Cayman Islands or Hong Kong in respect of any payments, dividends
         or other distributions made on the Offer Shares.

22.      Compliance with Laws
         --------------------

The Company and each member of the Group has been conducting its business in all
material respects in accordance with, and has not been in violation of, any Law
to which the Company and each member of the Group is subject or by which it or
any of its property is bound.

23.      Use Of Proceeds
         ---------------

The application of the net proceeds from the Offer, as set forth in and
contemplated by the Prospectus, will not contravene any provision of applicable
law, rule or regulation or the Articles or other constitutive documents of the
Company or any of its Subsidiaries or contravene the terms or provisions of, or
constitute a default under, any indenture, mortgage, deed of trust, loan
agreement, note, lease or other agreement or instrument binding upon the Company
or any of its Subsidiaries that, singly or in the aggregate, is material to the
Company, or any judgment, order or decree of any governmental body, agency or
court having jurisdiction over the Company or any of its Subsidiaries.

24.      Insolvency
         ----------

Each member of the Group is validly existing and:

..        no order has been made or resolution passed by any member of the Group,
         and no petition been presented, for the winding-up of the any member of
         the Group or for the appointment of an administrator, provisional
         supervisor, provisional liquidator or analogous officer to any member
         of the Group;

..        no receiver or manager has been appointed by any person of the whole or
         any part of the business or assets of any member of the Group and no
         compromise or arrangement has been proposed, agreed to or sanctioned in
         respect of any member of the Group;

..        no action has been taken by any member of the Group and, as far as the
         Company is aware, no matter has occurred which is equivalent or in all
         material respects similar in any jurisdiction to any of the actions or
         matters referred to in subparagraphs (A) and (B) above; and

..        no member of the Group has stopped or suspended payments of its debts,
         become unable to pay its debts or otherwise become insolvent.

                                       46

<PAGE>

25.      Miscellaneous
         -------------

(a)      The Company's subsidiaries incorporated in the PRC are identified in
         the Prospectus (each a "PRC Subsidiary") and the Company has no other
         direct or indirect subsidiaries or any other company (other than
         Beijing Lei Ting, Shenzhen Freenet, and Wu Ji Network, the "Operating
         Companies") over which it has direct or indirect effective control
         incorporated or operating in the PRC. Each PRC Subsidiary has been duly
         established and is validly existing under the laws of the PRC, and its
         business license is in full force and effect. The Articles of
         Association of each PRC Subsidiary comply with the requirements of
         applicable PRC law, including the PRC Company Law, and are in full
         force and effect.

(b)      Each Operating Company has been duly established and is validly
         existing under the laws of the PRC, and its business license is in full
         force and effect. The Articles of Association of each Operating Company
         comply with the requirements of applicable PRC law, including the PRC
         Company Law, and are in full force and effect.

(c)      None of the businesses, activities, agreements or commitments of any
         PRC Subsidiary or Operating Company, current or past, is or has been
         unauthorized or exceeds the business scope of its respective business
         license except to the extent failure to be so authorized or to operate
         within the business scope of its respective business license would not
         have a material adverse effect on the general affairs, management,
         shareholders' equity, results of operations, position, financial or
         otherwise, or prospects of the Company, the Subsidiaries, the PRC
         Subsidiaries and the Operating Companies, taken as a whole (a "Material
         Adverse Effect").

(d)      Each PRC Subsidiary and Operating Company is a legal person with
         limited liability and the liability of the Company or any other equity
         investor in respect of equity interests held in each PRC Subsidiary and
         Operating Company is limited to its investment therein. All of the
         registered share capital of, or equity interest in, each PRC Subsidiary
         and Operating Company have been fully authorized and are validly
         issued, fully paid and non-assessable and, in the case of each PRC
         Subsidiary, are owned directly or indirectly by the Company, free and
         clear of all liens, charges, restrictions upon voting or transfer or
         any other encumbrances, equities or claims.

(e)      Neither the Company nor any of its subsidiaries incorporated outside
         the PRC as identified in the Prospectus (the "Subsidiaries"), the PRC
         Subsidiaries or the Operating Companies has sustained, since the date
         of the latest audited financial statements included in the Prospectus,
         any material loss or interference with its business from fire,
         explosion, flood or other calamity, whether or not covered by
         insurance, or from any labor dispute or court or governmental action,
         order or decree, or any other development reasonably likely to involve
         a prospective material adverse change, in or affecting the business,
         properties, management, shareholders' equity, results of operations,
         condition (financial or otherwise), or prospects of the Company, the
         Subsidiaries, the PRC Subsidiaries, and the Operating Companies, taken
         as a whole (a "Material Adverse Change"), otherwise than as set forth
         or contemplated in the Prospectus.

(f)      Since the date of the latest audited financial statements included in
         the Prospectus, neither the Company nor any of the Subsidiaries, the
         PRC Subsidiaries, or the Operating Companies, has (i) entered into or
         assumed any material contract, (ii) incurred any material liability
         (including any contingent liability) or other obligation, (iii)
         acquired or disposed of or agreed to acquire or dispose of any business
         or asset material to the Company and the Subsidiaries, the PRC
         Subsidiaries, or the Operating Companies, taken as a whole, (iv) save
         for the 1,300,000,000 Ordinary Shares purchased from the Parent Company
         on January 16, 2004, purchased any of its outstanding share capital,
         nor declared, paid or otherwise made any dividend or distribution of
         any kind on its share

                                       47

<PAGE>

         capital, (v) incurred or sustained any material change in its share
         capital, short-term debt or long-term debt, (vi) entered into a letter
         of intent or memorandum of understanding (or announced an intention to
         do so) relating to any matters identified in clauses (i) through (vi)
         above, except in each case to the extent described in the Prospectus.

(g)      The Company has been duly incorporated and is validly existing in good
         standing under the laws of the Cayman Islands, with full legal right,
         power and authority (corporate and other) to own, use, lease and
         operate its properties and conduct its business in the manner presently
         conducted and as described in the Prospectus and is duly qualified to
         transact business in any jurisdiction in which it owns or leases
         properties or conducts any business where such qualification is
         required, or is subject to no material liability or disability by
         reason of the failure to be so qualified in any such jurisdiction, and
         the Memorandum of Association and Articles of Association of the
         Company comply with the requirements of applicable Cayman Islands law
         and are in full force and effect.

(h)      Each of the Subsidiaries has been duly incorporated in its jurisdiction
         of incorporation and is validly existing in good standing under the
         laws of its respective jurisdiction, with full legal right, power and
         authority (corporate and other) to own, use, lease and operate its
         properties and conduct its business in the manner presently conducted
         and as described in the Prospectus and is duly qualified to transact
         business in any jurisdiction in which it owns or leases properties or
         conducts any business where such qualification is required, or is
         subject to no material liability or disability by reason of the failure
         to be so qualified in any such jurisdiction, and the Memorandum of
         Association and Articles of Association of each of the Subsidiaries
         comply with the requirements of the applicable law and are in full
         force and effect.

(i)      Each of the Company, the Subsidiaries, the PRC Subsidiaries and the
         Operating Companies has valid title to, or valid leasehold interests
         in, all of its material real properties and assets disclosed in the
         Prospectus and valid title to all material personal properties and
         assets as owned by it, in each case free and clear of liens, charges,
         encumbrances, equities, claims, defects, options or restrictions,
         except such as are described in the Prospectus or such as do not,
         individually or in the aggregate, interfere with the uses made and
         proposed to be made of such property by the Company and the relevant
         Subsidiary, PRC Subsidiary or Operating Company, as the case may be.
         Each lease to which the Company or any of the Subsidiaries, any of the
         PRC Subsidiaries or any of the Operating Companies is a party is legal,
         valid and binding, enforceable in accordance with its terms against the
         other parties thereto, and no material default (or event which with
         notice or lapse of time, or both, would constitute a material default)
         by the Company or any of the Subsidiaries, any of the PRC Subsidiaries
         or any of the Operating Companies has occurred and is continuing under
         any such lease. None of the Company, the Subsidiaries, the PRC
         Subsidiaries or the Operating Companies has any freehold interest in
         any properties.

(j)      The Company has an authorized capitalization as set forth in the
         Prospectus, and all of the issued share capital of the Company has been
         duly authorized and is validly issued, fully paid and non-assessable.
         There are no outstanding securities issued by the Company convertible
         into or exchangeable for, rights, warrants or options to acquire from
         the Company, or obligations of the Company to issue, Ordinary Shares or
         any of the share capital of the Company, except as described in the
         Prospectus. There are no outstanding rights, warrants or options to
         acquire, or instruments convertible into or exchangeable for, any
         shares of share capital, or direct interests in any Subsidiary, PRC
         Subsidiary or Operating Company, other than as set forth in the
         Prospectus.

(k)      The Offer Shares, Hong Kong Offer Shares and the Reserved Shares to be
         issued and sold by the Company to the Underwriters and the Qualified
         Shareholders hereunder and (in the case of under subscription in the
         Hong Kong Public Offering) under the Hong Kong

                                       48

<PAGE>

         Underwriting Agreement have been duly and validly authorized, and when
         issued and delivered against payment therefore pursuant to the
         International Underwriting Agreement and the Hong Kong Underwriting
         Agreement will be duly and validly issued and delivered and fully paid
         and non-assessable; the descriptions of the Offer Shares, the ADSs
         representing such Offer Shares, the Hong Kong Offer Shares and the
         Reserved Shares contained in the Prospectus are true and correct in all
         material respects; the holders of outstanding shares of share capital
         of the Company are not, and on the Closing Date (as defined below) and
         the Second Time of Delivery (as defined below), if applicable, will
         not, be entitled to preemptive or other similar rights to acquire the
         Offer Shares or ADSs; the ADSs, the Offer Shares and the Reserved
         Shares are freely transferable by the Company to or for the account of
         the several Underwriters and Hong Kong Underwriters and (to the extent
         described in the Prospectus) the initial purchasers thereof; and there
         are no restrictions on subsequent transfers of the Offer Shares, the
         ADSs or the Reserved Shares under the laws of the Cayman Islands, PRC,
         Hong Kong or the United States.

(l)      Approval in principle has been obtained for the listing of, and
         permission to deal in, the Ordinary Shares on The Growth Enterprise
         Market of The Stock Exchange of Hong Kong Limited ("GEM".)

(m)      This Agreement and the Hong Kong Underwriting Agreement have been duly
         authorized, executed and delivered by the Company and each constitutes
         a legal, valid and binding instrument enforceable against the Company
         in accordance with its terms.

(n)      No consents, approvals, authorizations, orders, registrations,
         clearances and qualifications of or with any national, provincial,
         municipal, local, foreign or other governmental authority, agency or
         body, any self-regulatory organization or any court or other tribunal
         or any stock exchange authorities (hereinafter referred to collectively
         as "Governmental Agencies") having jurisdiction over the Company or any
         of the Subsidiaries, the PRC Subsidiaries or the Operating Companies or
         any of their properties (hereinafter referred to as "Governmental
         Authorizations") are required for (i) the issue and sale of the Shares
         to be sold under the Hong Kong Underwriting Agreement, the compliance
         by the Company with all of the provisions of the Hong Kong Underwriting
         Agreement, and the consummation by the Company of the transactions
         contemplated herein and in the Registration Statement as set forth in
         and contemplated by the Prospectus, except (x) the registration of the
         Offer Shares and the ADSs under the Securities Act, (y) such
         Governmental Authorizations as have been obtained and are in full force
         and effect and copies of which have been furnished to the Joint Global
         Coordinators and (z) such Governmental Authorizations as may be
         required by the state securities or Blue Sky laws or any laws of the
         Cayman Islands, the British Virgin Islands, Hong Kong, the PRC and the
         United States in connection with the purchase and distribution of the
         Ordinary Offer Shares and ADSs by or for the account of the
         Underwriters and (ii) the execution and delivery by the Company of the
         Underwriting Agreements and the Deposit Agreement, except such
         Governmental Authorizations as have been obtained and are in full force
         and effect and copies of which have been furnished to the Joint Global
         Coordinators.

(o)      The issue and sale of the Offer Shares to be sold by the Company under
         the International Underwriting Agreement and the Hong Kong Underwriting
         Agreement, the deposit of the Offer Shares being deposited with the
         Depositary against issuance of the ADRs evidencing the ADSs under the
         Deposit Agreement and the compliance by the Company with all of the
         provisions of the International Underwriting Agreement, the Hong Kong
         Underwriting Agreement and the Deposit Agreement, and the consummation
         by the Company of the transactions contemplated herein, therein and in
         the Registration Statement, did not, and will not, (i) conflict with or
         result in any breach or violation of any of the terms or provisions of,
         or constitute a default under, any indenture, mortgage, deed of trust,
         loan agreement, note, lease or other agreement or instrument binding
         upon the

                                       49

<PAGE>

         Company and the Subsidiaries, the PRC Subsidiaries and the Operating
         Companies, (ii) will not result in any violation of the provisions of
         the Memorandum of Association, Articles of Association or business
         licenses or other constitutional documents of the Company or any of the
         Subsidiaries, any of the PRC Subsidiaries or any of the Operating
         Companies or (iii) any law or statute or any order, rule, regulation,
         judgment, order or decree of any Governmental Agency having
         jurisdiction over the Company or any of the Subsidiaries, any of the
         PRC Subsidiaries or any of the Operating Companies or any of their
         properties.

(p)      There are no legal, governmental or arbitral proceedings (including,
         without limitation, any proceedings challenging the effectiveness or
         validity of the Reorganization Transaction) pending or, to the best of
         the Company and the Parent Company's knowledge, threatened to which the
         Company, any of the Subsidiaries, any of the PRC Subsidiaries or any of
         the Operating Companies is a party or to which any of the properties of
         the Company, any of the Subsidiaries, any of the PRC Subsidiaries or
         any of the Operating Companies is subject that are required to be
         described in the Prospectus and that are not so described or any
         statutes, regulations, contracts or other documents that are required
         to be described in the Prospectus that are not described as required
         that might individually or in the aggregate reasonably result in a
         Material Adverse Effect.

(q)      Except as disclosed in the Prospectus, no material relationships,
         direct or indirect, or transactions exists between the Company, any of
         the Subsidiaries, any of the PRC Subsidiaries or any of the Operating
         Companies on the one hand and their respective affiliates, officers and
         directors or their shareholders, customers or suppliers on the other
         hand which are not disclosed or reflected in the Prospectus; and the
         statements in the Prospectus in this regard are true and correct in all
         material respects and do not omit anything necessary to make such
         statements, in light of the circumstances under which they are made,
         not misleading.

(r)      Except as described in the Prospectus or the International Underwriting
         Agreement, all amounts payable by the Company in respect of the Offer
         Shares or pursuant to the Underwriting Agreements, including all
         dividends and other distributions declared and payable in United States
         dollars on the shares of share capital of the Company, shall be made
         free and clear of and without deduction for or on account of any
         withholding or other taxes imposed, assessed or levied by the
         Government of the PRC, Hong Kong, the British Virgin Islands or the
         Cayman Islands or any authority thereof or therein (except such income
         taxes as may be imposed by the Government of the PRC, Hong Kong, the
         British Virgin Islands or the Cayman Islands on payments hereunder to
         any Underwriter whose net income is subject to tax by the PRC, Hong
         Kong, the British Virgin Islands or the Cayman Islands or withholding,
         if any, with respect to any such income tax).

(s)      None of the Subsidiaries, the Operating Companies or the PRC
         Subsidiaries are currently prohibited, directly or indirectly, from
         paying any dividends or other distributions, or from making any other
         distribution on the Subsidiaries', the PRC Subsidiaries' or the
         Operating Companies' equity interest, except as provided for in the
         Corporate Agreements or as described in or contemplated by the
         Prospectus; all dividends and other distributions declared and payable
         upon the equity interests in the Subsidiaries, the PRC Subsidiaries and
         the Operating Companies may be converted into foreign currency that may
         be freely transferred out of the PRC, Hong Kong, the British Virgin
         Islands or the Cayman Islands and all such dividends and other
         distributions are not and, except as disclosed in the Prospectus, will
         not be subject to withholding or other taxes under the laws and
         regulations of the PRC, Hong Kong, the British Virgin Islands or the
         Cayman Islands and, except as disclosed in the Prospectus, are
         otherwise free and clear of any other tax, withholding or deduction in
         the PRC, Hong Kong, the British Virgin Islands, or the Cayman Islands
         in each case without the necessity of obtaining any Governmental
         Authorization in

                                       50

<PAGE>

         the PRC, Hong Kong, the British Virgin Islands or the Cayman Islands,
         except such as have been obtained.

(t)      The Company, each of the Subsidiaries, each of the PRC Subsidiaries and
         each of the Operating Companies maintain a system of internal
         accounting controls sufficient to provide reasonable assurance that (i)
         transactions are executed in accordance with management's general or
         specific authorizations, (ii) transactions are recorded as necessary to
         permit preparation of consolidated financial statements of the Company,
         the Subsidiaries, the PRC Subsidiaries and the Operating Companies in
         conformity with generally accepted accounting principles in the United
         States ("U.S. GAAP") and to maintain asset accountability, (iii) access
         to assets is permitted only in accordance with management's general or
         specific authorization and (iv) the recorded accountability for assets
         is compared with existing assets at reasonable intervals and
         appropriate action is taken with respect to any differences.

(u)      Each of the Company and the Subsidiaries, the PRC Subsidiaries and the
         Operating Companies own or have valid licenses in full force and effect
         or otherwise have the legal right to use, or can acquire on reasonable
         terms, all material patents, patent rights, licenses, inventions,
         know-how (including trade secrets and other unpatented and/or
         unpatentable proprietary or confidential information, systems of
         procedures), trademarks, service marks and trade names (including the
         "Tom.com" name and logo) currently employed by them in connection with
         the business currently operated by them and none of the Company or any
         of the Subsidiaries, the PRC Subsidiaries or the Operating Companies,
         whether knowingly or unknowingly, is infringing, has infringed or has
         received any notice of infringement of or conflict with the asserted
         rights of others with respect to any of the foregoing which,
         individually or in the aggregate, if the subject of any unfavorable
         decision, ruling or finding, would result in any Material Adverse
         Change.

(v)      The audited consolidated financial statements (and the notes thereto)
         of the Company, the Subsidiaries, the PRC Subsidiaries and the
         Operating Companies included in the Prospectus present fairly, in all
         material respects, the financial position of the Company on a
         consolidated basis as of the dates indicated, and the results of
         operations and the cash flows for the periods specified in conformity
         with U.S. GAAP; and PricewaterhouseCoopers, who have expressed an
         opinion on the financial statements of the Company and the financial
         statements of Wu Ji Network, based on their audits, are independent
         auditors with respect to the Company within the meaning of the
         Securities Act, the Exchange Act and the applicable rules and
         regulations of the Commission thereunder.

(w)      The unaudited pro forma consolidated statements of operations included
         in the Prospectus (the "proforma financial statements") are presented
         in accordance with Article 11 of Regulation S-X of the United States
         Securities Laws; and the assumptions used in preparing the pro forma
         financial statements provide a reasonable basis for presenting the
         significant effects directly attributable to the transactions or events
         described therein, the related pro forma adjustments give appropriate
         effect to those assumptions, and the pro forma columns therein reflect
         the proper application of those adjustments to the corresponding
         historical financial statements.

(x)      Each of the Company, the Subsidiaries, the PRC Subsidiaries and the
         Operating Companies have filed with all appropriate taxing authorities
         all income, franchise or other tax returns required to be filed through
         the date hereof except for those income, franchise or other tax returns
         that the failure to file will not have a Material Adverse Effect, and
         no tax deficiency has been determined adversely to the Company, the
         Subsidiaries, the PRC Subsidiaries or the Operating Companies which has
         had (nor does the Company, the Subsidiaries, the PRC Subsidiaries or
         the Operating Companies have any knowledge of any tax deficiency which,
         if determined adversely to the Company, the Subsidiaries, the

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<PAGE>

         PRC Subsidiaries or the Operating Companies, might individually or in
         the aggregate have) a Material Adverse Effect.

(y)      Except as disclosed in the Prospectus, no material stamp or other
         issuance or transfer taxes or duties and no capital gains, income,
         withholding or other taxes are payable by or on behalf of the Company
         or any of the Subsidiaries, the PRC Subsidiaries or the Operating
         Companies to the PRC, Hong Kong, the British Virgin Islands or the
         Cayman Islands or any political subdivision or taxing authority thereof
         or therein in connection with (i) the creation, allotment and issuance
         of the Ordinary Shares, (ii) the deposit of the Offer Shares by the
         Company with the Depositary against the issuance of ADRs evidencing
         ADSs, (iii) the sale and delivery by the Company of the Offer Shares
         and the ADSs to or for the respective accounts of the several
         Underwriters and the Hong Kong Underwriters, as the case may be, in the
         manner contemplated in the International Underwriting Agreement and in
         the Hong Kong Underwriting Agreement, (iv) the execution and delivery
         of the International Underwriting Agreement, the Hong Kong Underwriting
         Agreement and the Deposit Agreement, (v) the sale and delivery outside
         Hong Kong by the several Underwriters or within Hong Kong by the Hong
         Kong Underwriters of the ADSs and the Offer Shares, respectively, to
         the initial purchasers thereof in the manner contemplated in the
         Prospectus or the Hong Kong Prospectus, as the case may be.

(z)      The description of the Reorganization Transaction and the Corporate
         Agreements as set forth in the Prospectus is true and correct in all
         material respects. The Reorganization Transaction has been completed
         and effected prior to the date hereof and constitutes a binding and
         irrevocable transaction completed by the parties to the Reorganization
         Agreements. Each of the Reorganization Agreements and Corporate
         Agreements have been effected prior to the date hereof in compliance
         with all applicable national, provincial, municipal and local laws,
         except for such non-compliance that would not, individually or in the
         aggregate, have a Material Adverse Effect, and constitutes a binding
         transaction completed by the parties to the Reorganization Agreements
         and Corporate Agreements. Each of the Reorganization Agreements and
         Corporate Agreements has been duly authorized, executed and delivered
         by the Company and each of the Subsidiaries, PRC Subsidiaries and
         Operating Companies that is a party to such agreement prior to the date
         hereof and each Reorganization Agreement and Corporate Agreement
         constitutes a valid and legally binding agreement of the Company and
         each of the Subsidiaries, PRC Subsidiaries and Operating Companies that
         is a party and such agreement is enforceable in accordance with its
         terms subject, as to enforceability, to bankruptcy, insolvency,
         reorganization, moratorium and similar laws of general applicability
         relating to or affecting creditors' rights and to general equity
         principles.

(aa)     The Reorganization Transaction and the Corporate Agreements and the
         consummation thereof and the execution and the delivery by the Company
         and each of the Subsidiaries and each of the PRC Subsidiaries, as the
         case may be, of each Reorganization Agreement and Corporate Agreement
         to which it is a party and the performance of their respective
         obligations thereunder did not, does not and will not conflict with, or
         result in a breach or violation of, any of the terms, or provisions of,
         or constitute a default under, any indenture, mortgage, deed of trust,
         loan agreement, note, lease or other agreement or instrument to which
         any of the Company, the Subsidiaries and the PRC Subsidiaries is a
         party to or by which it is bound or to which any of its property or
         assets is subject, that singly or in the aggregate, is material to any
         of the Company, the Subsidiaries, and the PRC Subsidiaries and such
         actions did not, and will not, result in any violation of the
         provisions of (x) the Articles of Association or business licenses or
         other constitutive documents of any of the Company, the Subsidiaries or
         the PRC Subsidiaries or (y) any law or statute or any order, rule,
         regulation, judgment, order or decree of any Governmental Agency having
         jurisdiction over any of them or any of their properties, except, in
         the case of clause (y) above, for such violations which would not,
         individually or

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<PAGE>

         in the aggregate (A) have a Material Adverse Effect or (B) affect the
         valid and binding nature of the Reorganization Transaction, any
         Reorganization Agreement or any Corporate Agreement. Except as
         disclosed in the Prospectus and except for certain regulatory approvals
         to be obtained in relation to (a) the transfer of the interest held by
         TOM.COM (China) Investment Limited in Cernet Information Technology
         Company Limited, (b) the transfer of the interest held by Shenzhen
         Freenet in Cernet Online Company Limited and (c) the transfer of the
         interest held by Shenzhen Freenet in Guangzhou Hong Xiang Audio-Video
         Production Company Limited, each of the regulatory approvals associated
         with (a), (b) and (c) herein which TOM.COM (China) Investment Limited
         and Shenzhen Freenet expect to receive in the normal course, all
         consents, approvals, authorizations, orders, registrations and
         qualifications required in all relevant jurisdictions in connection
         with the Reorganization Transaction, Reorganization Agreements and
         Corporate Agreements and the execution, delivery and performance of the
         Reorganization Agreements and Corporate Agreements have been made or
         obtained (including, without limitation (x) all actions necessary for
         the approval of the Reorganization Transaction and Corporate Agreements
         by any Governmental Agency and (y) third parties under joint venture
         agreements, bank loans, guarantees and other contracts material to the
         Company, the Subsidiaries and PRC Subsidiaries taken as a whole, if the
         consent of such third party is necessary to be obtained), and no such
         consent, approval, authorization, order, registration or qualification
         has been withdrawn or is subject to any condition precedent which has
         not been fulfilled or performed, except for such consents, approvals,
         authorizations, orders, registrations and qualifications that the
         failure to make or obtain would not have a Material Adverse Effect.

(bb)     Other than the Reorganization Agreements, there are no other material
         documents or agreements, written or oral, that have been entered into
         by the Company and any of the Subsidiaries, any of the PRC Subsidiaries
         or any of the Operating Companies in connection with the Reorganization
         Transaction which have not been previously provided, or made available,
         to the Underwriters and, to the extent material to the Company,
         disclosed in the Prospectus.

(cc)     The description of the Acquisition Transaction set forth in the
         Prospectus is true and correct in all material respects. The
         Acquisition Transaction has been effected prior to the date hereof in
         compliance with all applicable national, provincial, municipal and
         local laws. The Acquisition Transaction constitutes a binding and
         irrevocable transaction completed by the parties to the Acquisition
         Agreement. The Acquisition Agreement has been duly authorized, executed
         and delivered by the Company and the Subsidiary that is a party to such
         agreement prior to the date hereof and the Acquisition Agreement
         constitutes a valid and legally binding agreement of the Company and
         the Subsidiary that is a party to such agreement enforceable in
         accordance with its terms subject, as to enforceability, to bankruptcy,
         insolvency, reorganization, moratorium and similar laws of general
         applicability relating to or affecting creditors' rights and to general
         equity principles, and the consummation thereof and the execution and
         the delivery of the Acquisition Agreement by the Company and the
         Subsidiary that is a party to such agreement and the performance of
         their respective obligations thereunder does not and will not conflict
         with, or result in a breach or violation of, any of the terms, or
         provisions of, or constitute a default under, any indenture, mortgage,
         deed of trust, loan agreement, note, lease or other agreement or
         instrument to which the Company and the relevant Subsidiary is a party
         or by which it is bound or to which any of its property or assets is
         subject, that singly or in the aggregate, is material to the Company
         and the relevant Subsidiary, and such actions did not, and will not,
         result in any violation of the provisions of (x) the Articles of
         Association or business licenses or other constitutive documents of the
         Company or the relevant Subsidiary or (y) any law or statute or any
         order, rule, regulation, judgment, order or decree of any Governmental
         Agency having jurisdiction over any of them or any of their properties,
         except, in the case of clause (y) above, for such violations which
         would not,

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<PAGE>

         individually or in the aggregate (A) have a Material Adverse Effect or
         (B) affect the valid and binding nature of the Acquisition Transaction
         or the Acquisition Agreement. Other than the Acquisition Agreement,
         there are no other material documents or agreements, written or oral,
         that have been entered into by the Company and any of the Subsidiaries,
         any of the PRC Subsidiaries or any of the Operating Companies in
         connection with the Acquisition Transaction which have not been
         previously provided, or made available, to the Underwriters and, to the
         extent material to the Company, disclosed in the Prospectus.

(dd)     Except as disclosed in the Prospectus, each of the Company, the
         Subsidiaries, the PRC Subsidiaries and Operating Companies has all
         necessary licenses, consents, authorizations, approvals, orders,
         certificates and permits of and from, and has made all necessary
         declarations and filings with, all Governmental Agencies to conduct its
         business in the manner described in the Prospectus except to the extent
         that not having such licenses, consents, authorizations, approvals,
         orders, certificates or permits and not making such declarations and
         filings would not have a Material Adverse Effect, and such licenses,
         consents, authorizations, approvals, orders, certificates or permits
         contain no materially burdensome restrictions or conditions not
         described in the Registration Statement or the Prospectus. Neither the
         Company, any of the Subsidiaries, any of the PRC Subsidiaries nor any
         of the Operating Companies has received any notice of proceedings
         relating to the revocation or modification of any such licenses,
         consents, authorizations, approvals, orders, certificates or permits
         which, singly or in the aggregate, if the subject of an unfavorable
         decision, ruling or finding, would have a Material Adverse Effect. The
         Company does not have any reasonable basis to believe that the PRC
         Ministry of Information Industry ("MII") or any other regulatory body
         is proposing to modify, suspend or revoke any such licenses, consents,
         authorizations, approvals, orders, certificates or permits, and each of
         the Company and the Subsidiaries, the PRC Subsidiaries and the
         Operating Companies is in compliance with the provisions of all such
         licenses, consents, authorizations, approvals, orders, certificates or
         permits in all material respects.

(ee)     The description set forth in the Prospectus in the section captioned
         "Management's Discussion and Analysis of Financial Condition and
         Results of Operation - Critical Accounting Policies" of (i) the
         accounting policies which the Company believes are the most important
         in the portrayal of the Company's financial condition and results of
         operations and which require management's most difficult, subjective or
         complex judgments ("critical accounting policies") and (ii) the
         judgments and uncertainties affecting the application of critical
         accounting policies.

(ff)     The description set forth in the Prospectus in the section captioned
         "Management's Discussion and Analysis of Financial Condition and
         Results of Operations - Liquidity and Capital Resources" of (i) all
         material trends, demands, commitments, events, uncertainties and risks,
         and the potential effects thereof, that the Company believes would
         materially affect liquidity and are reasonably likely to occur and (ii)
         all off-balance sheet transactions, arrangements, and obligations,
         including, without limitation, relationships with unconsolidated
         entities that are contractually limited to narrow activities that
         facilitate the transfer of or access to assets by the Company or any of
         the Subsidiaries, PRC Subsidiaries and Operating Companies such as
         structured finance entities and special purpose entities (collectively,
         "off-balance arrangements") that are reasonably likely to have a
         material effect on the liquidity of the Company and the Subsidiaries,
         PRC Subsidiaries and Operating Companies taken as a whole, or the
         availability thereof or the requirements of the Company and the
         Subsidiaries, PRC Subsidiaries and Operating Companies for capital
         resources is true and correct in all material respects. As used herein
         in this warranty (ff), the phrase "reasonably likely" refers to a
         disclosure threshold lower than "more likely than not".

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<PAGE>

(gg)     None of the Company, the Subsidiaries, the PRC Subsidiaries and the
         Operating Companies and the businesses or entities operated or owned by
         the Company and the Subsidiaries, the PRC Subsidiaries and the
         Operating Companies, nor to the best of the Company's knowledge, any of
         their respective directors (as identified in the Prospectus), directly
         or indirectly, own any interest exceeding 5% of the total issued share
         capital of, hold any directorships or management positions in, or are a
         party to any material transaction with any entity that competes with
         the Company, the Subsidiaries, the PRC Subsidiaries or the Operating
         Companies, except as described in the Prospectus.

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<PAGE>

                                 SIGNATURE PAGE

The Common Seal of                          )
TOM ONLINE INC.                             )
was hereunto affixed in                     )
the presence of:                            )






The Common Seal of                          )
TOM GROUP LIMITED                           )
was hereunto affixed in                     )
the presence of:                            )






SIGNED by                                   )
duly authorised for and on behalf of        )
CITIGROUP GLOBAL MARKETS                    )
ASIA LIMITED                                )
in the presence of:                         )






SIGNED by                                   )
duly authorised for and on behalf of        )
MORGAN STANLEY DEAN                         )
WITTER ASIA LIMITED                         )
in the presence of:                         )






SIGNED by                                   )
duly authorised for and on behalf of        )
CITIGROUP GLOBAL MARKETS                    )
ASIA LIMITED                                )
as the duly authorised attorney             )
of each of the Hong Kong Underwriters       )
listed in Schedule 1 (other than itself)    )
in the presence of:                         )

                                       56