1934 Act Registration No. 000-50631
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the Month of November 2005
TOM Online Inc.
(Translation of registrant’s name into English)
8th Floor, Tower W3, Oriental Plaza
No. 1 Dong Chang An Avenue
Beijing, China 100738
(Address of principal executive offices)
(Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.)
Form 20-F X Form 40-F
(Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): )
(Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): )
(Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.)
Yes No X
(If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):82- .)
EXHIBITS
| | | | |
Exhibit Number
| | | | Page
|
1.1 | | Director’s/Chief Executive’s Notice - Interest in Shares of Listed Corporation dated November 22, 2005 | | 1 |
1.2 | | Director’s/Chief Executive’s Notice - Interest in Shares of Listed Corporation dated November 25, 2005 | | 5 |
1.3 | | Director’s/Chief Executive’s Notice - Interest in Shares of Listed Corporation dated November 25, 2005 | | 9 |
FORWARD-LOOKING STATEMENTS
The Forms 3A of TOM Online Inc. (the “Company”), constituting Exhibits 1.1, 1.2 and 1.3 to this Form 6-K, contain statements that may be viewed as “forward-looking statements” within the meaning of Section 27A of the United States Securities Act of 1933, as amended, and Section 21E of the United States Securities Exchange Act of 1934, as amended. Such forward-looking statements are, by their nature, subject to significant risks and uncertainties that may cause the actual performance, financial condition or results of operations of the Company to be materially different from any future performance, financial condition or results of operations implied by such forward-looking statements. Such forward-looking statements include, without limitation, statements that are not historical fact relating to the financial performance and business operations of the Company in mainland China and in other markets, the continued growth of the telecommunications industry in China and in other markets, the development of the regulatory environment and the Company’s latest product offerings, and the Company’s ability to successfully execute its business strategies and plans.
Such forward-looking statements reflect the current views of the Company with respect to future events and are not a guarantee of future performance. Actual results may differ materially from information contained in the forward-looking statements as a result of a number of factors, including, without limitation, any changes in our relationships with telecommunication operators in China and elsewhere, the effect of competition on the demand for the price of our services, changes in customer demand and usage preference for our products and services, changes in the regulatory policies by relevant government authorities, any changes in telecommunications and related technology and applications based on such technology, and changes in political, economic, legal and social conditions in China, India and other countries where the Company conducts business operations, including, without limitation, the Chinese government’s policies with respect to economic growth, foreign exchange, foreign investment and entry by foreign companies into China’s telecommunications market. Please also see “Item 3 – Key Information – Risk Factors” section of the Company’s annual report on Form 20-F (File No.000-50631) as filed with the United States Securities and Exchange Commission.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | | | |
| | TOM ONLINE INC. |
Date: November 25, 2005 | | By: | | /s/ Peter Schloss |
| | | |
|
| | Name: | | Peter Schloss |
| | Title: | | Chief Legal Officer |
Exhibit 1.1
DIRECTOR’S/CHIEF EXECUTIVE’S NOTICE - INTERESTS IN SHARES OF LISTED CORPORATION
Notice pursuant to s. 347 of Part XV of the Securities and Futures Ordinance (Cap. 571)
Form for use by a director or chief executive (“director”) giving an Initial Notification or notice of :
| (i) | Acquiring an interest in shares or a short position in shares of a listed corporation of which he is a director; |
| (ii) | Changes in the nature of his interest in such shares; and |
| (iii) | Ceasing to have an interest in such shares (complete Boxes 1 to 16 and 24 only). |
This Form must be completed in accordance with the directions and instructions in the Notes to Form 3A.
| | | | |
1. Name of listed corporation | | | | |
TOM ONLINE INC. | | | | |
2. Stock code | | 8282 | | 4. Number of issued shares in class |
3. Class of shares | | Ordinary | | 4,209,471,474 |
| | | | |
5. Name of Director (English) as printed on HKID/Passport | | 8. Name of Director (Chinese) |
WANG | | LEI LEI | |  |
(Surname) | | (Other names) | | |
6. HKID/Passport No. | | Country of issue of Passport | | 9. Chinese Character Code |
G02707207 | | PRC | | N/A |
7. Address of Director | | | | 10. Daytime tel. No. |
1001, BUILDING 1, XIAO YANG YI BIN STREET, DONG CHENG DISTRICT, BEIJING, PEOPLE’S REPUBLIC OF CHINA | | 861085181000 |
| 11. e-mail address |
| wangleilei@tomonline-inc.com |
| | | | | | | | | | | | |
12. Date of relevant event | | | | 13. Date when director became aware of the relevant event/ interest in the shares (if later) |
18 | | 11 | | 2005 | | | | | | | | |
(day) | | (month) | | (year) | | | | (day) | | (month) | | (year) |
| | | | | | | | | | | | | | | | | | |
14. Details of relevant event |
| | Relevant event code describing circumstances (see Table 1) | | Code describing capacity in which shares were/are held (see Table 2) | | Number of shares bought/sold or involved | | Currency of transaction | | On Exchange | | Off Exchange |
| | Before relevant event | | After relevant event | | | | Highest price per share | | Average price per share | | Average consideration per share | | Consideration Code (see Table 3) |
Long position | | 124 | | 201 | | 201 | | 398,000 | | HKD | | | | | | 1.500 | | 301 |
Short position | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | |
15. Total shares in listed corporation immediately before the relevant event | | | | 16. Total shares in listed corporation immediately after the relevant event |
| | Total number of shares | | Percentage figure (%) | | | | | | Total number of shares | | Percentage figure (%) |
Long position | | 170,000,000 | | 4.04 | | | | Long position | | 170,000,000 | | 4.04 |
Short position | | | | | | | | Short position | | | | |
| | | | | | | | | | | | |
17. Capacity in which interests disclosed in Box 16 are held (required for Initial Notification only) | | | | | | | | |
Code describing capacity (see Table 2) | | Number of shares | | | | | | | | |
| Long position | | Short position | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | |
18. Further information in respect of derivative interests in listed corporation |
| | Code describing derivatives (see Table 4) | | Exercise period (dd/mm/yyyy) | | Consideration -if derivatives granted by listed corporation | | Number of shares |
| | Begins | | Ends | | Price for grant | | Exercise price | | Price on assignment | |
Long position(s) | | 409 | | 16/02/2004 | | 15/02/2014 | | 5.000 | | 1.500 | | 0.000 | | 164,602,000 |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Short position(s) | | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
1
| | | | | | |
19. Further information in relation to interests of children under 18 and/or spouse |
Name of child/spouse | | Address | | Number of shares |
| | | | Long position | | Short position |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | | | | | | | |
20. Further information in relation to interests of corporations controlled by Director |
Name of corporation | | Address and place of incorporation | | Name of controlling shareholder | | % control | | Direct interest (Y/N) | | Number of shares |
| | | | | Long position | | Short position |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | |
21. Further information in relation to interests held by Director jointly with another person |
Name of joint shareholder | | Address | | Number of shares |
| | | | Long position | | Short position |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | | | |
22. Further information from a director who is a trustee, or beneficiary of a trust, or a person who has set up a Discretionary Trust |
Name of Trust | | Address | | Status Code (see Table 5) | | Number of shares |
| | | Long position | | Short position |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | |
23. Further information from a party to an agreement under Section 317 ( Please see Notes for further information required) |
Names of other parties | | Address | | Number of shares |
| | | | |
| | | | |
| | | | |
Total number of shares in which substantial shareholder is interested under section 317 and 318 | | |
| | | | | | | | | | | | | | | | |
24. Date of filing this Form 3A | | 22 | | 11 | | 2005 | | | | 25. Number of continuation sheets | | 0 |
| | | | (day) | | (month) | | (year) | | | | | | |
Form 3A. | | | | | | | | | | | | 26. Number of attachments | | 0 |
2
DIRECTOR’S/CHIEF EXECUTIVE’S NOTICE - INTERESTS IN SHARES OF LISTED CORPORATION
Notice pursuant to s. 347 of Part XV of the Securities and Futures Ordinance (Cap. 571)
Form for use by a director or chief executive (“director”) giving an Initial Notification or notice of :
| (i) | Acquiring an interest in shares or a short position in shares of a listed corporation of which he is a director; |
| (ii) | Changes in the nature of his interest in such shares; and |
| (iii) | Ceasing to have an interest in such shares (complete Boxes 1 to 16 and 24 only). |
This Form must be completed in accordance with the directions and instructions in the Notes to Form 3A.
| | | | |
1. Name of listed corporation | | | | |
TOM ONLINE INC. | | | | |
2. Stock code | | 8282 | | 4. Number of issued shares in class |
3. Class of shares | | Ordinary | | 4,211,310,735 |
| | | | |
5. Name of Director (English) as printed on HKID/Passport | | 8. Name of Director (Chinese) |
WANG | | LEI LEI | |  |
(Surname) | | (Other names) | | |
6. HKID/Passport No. | | Country of issue of Passport | | 9. Chinese Character Code |
G02707207 | | PRC | | N/A |
7. Address of Director | | | | 10. Daytime tel. No. |
1001, BUILDING 1, XIAO YANG YI BIN STREET, DONG CHENG DISTRICT, BEIJING, PEOPLE’S REPUBLIC OF CHINA | | 861085181000 |
| 11. e-mail address |
| wangleilei@tomonline-inc.com |
| | | | | | | | | | | | |
12. Date of relevant event | | | | 13. Date when director became aware of the relevant event/ interest in the shares (if later) |
18 | | 11 | | 2005 | | | | | | | | |
(day) | | (month) | | (year) | | | | (day) | | (month) | | (year) |
| | | | | | | | | | | | | | | | | | |
14. Details of relevant event |
| | Relevant event code describing circumstances (see Table 1) | | Code describing capacity in which shares were/are held (see Table 2) | | Number of shares bought/sold or involved | | Currency of transaction | | On Exchange | | Off Exchange |
| | Before relevant event | | After relevant event | | | | Highest price per share | | Average price per share | | Average consideration per share | | Consideration Code (see Table 3) |
Long position | | 122 | | 201 | | | | 398,000 | | HKD | | 1.990 | | 1.990 | | | | |
Short position | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | |
15. Total shares in listed corporation immediately before the relevant event | | | | 16. Total shares in listed corporation immediately after the relevant event |
| | Total number of shares | | Percentage figure (%) | | | | | | Total number of shares | | Percentage figure (%) |
Long position | | 170,000,000 | | 4.04 | | | | Long position | | 169,602,000 | | 4.03 |
Short position | | | | | | | | Short position | | | | |
| | | | | | | | | | | | |
17. Capacity in which interests disclosed in Box 16 are held (required for Initial Notification only) | | | | | | | | |
Code describing capacity (see Table 2) | | Number of shares | | | | | | | | |
| Long position | | Short position | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | |
18. Further information in respect of derivative interests in listed corporation |
| | Code describing derivatives (see Table 4) | | Exercise period (dd/mm/yyyy) | | Consideration -if derivatives granted by listed corporation | | Number of shares |
| | Begins | | Ends | | Price for grant | | Exercise price | | Price on assignment | |
Long position(s) | | 409 | | 16/02/2004 | | 15/02/2014 | | 5.000 | | 1.500 | | 0.000 | | 164,602,000 |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Short position(s) | | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
3
| | | | | | |
19. Further information in relation to interests of children under 18 and/or spouse |
Name of child/spouse | | Address | | Number of shares |
| | | | Long position | | Short position |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | | | | | | | |
20. Further information in relation to interests of corporations controlled by Director |
Name of corporation | | Address and place of incorporation | | Name of controlling shareholder | | % control | | Direct interest (Y/N) | | Number of shares |
| | | | | Long position | | Short position |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | |
21. Further information in relation to interests held by Director jointly with another person |
Name of joint shareholder | | Address | | Number of shares |
| | | | Long position | | Short position |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | | | |
22. Further information from a director who is a trustee, or beneficiary of a trust, or a person who has set up a Discretionary Trust |
Name of Trust | | Address | | Status Code (see Table 5) | | Number of shares |
| | | Long position | | Short position |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | |
23. Further information from a party to an agreement under Section 317 ( Please see Notes for further information required) |
Names of other parties | | Address | | Number of shares |
| | | | |
| | | | |
| | | | |
Total number of shares in which substantial shareholder is interested under section 317 and 318 | | |
| | | | | | | | | | | | | | | | |
24. Date of filing this Form 3A | | 22 | | 11 | | 2005 | | | | 25. Number of continuation sheets | | 0 |
| | | | (day) | | (month) | | (year) | | | | | | |
Form 3A. | | | | | | | | | | | | 26. Number of attachments | | 0 |
4
Exhibit 1.2
DIRECTOR’S/CHIEF EXECUTIVE’S NOTICE - INTERESTS IN SHARES OF LISTED CORPORATION
Notice pursuant to s. 347 of Part XV of the Securities and Futures Ordinance (Cap. 571)
Form for use by a director or chief executive (“director”) giving an Initial Notification or notice of :
| (i) | Acquiring an interest in shares or a short position in shares of a listed corporation of which he is a director; |
| (ii) | Changes in the nature of his interest in such shares; and |
| (iii) | Ceasing to have an interest in such shares (complete Boxes 1 to 16 and 24 only). |
This Form must be completed in accordance with the directions and instructions in the Notes to Form 3A.
| | | | |
1. Name of listed corporation | | | | |
TOM ONLINE INC. | | | | |
2. Stock code | | 8282 | | 4. Number of issued shares in class |
3. Class of shares | | Ordinary | | 4,212,144,239 |
| | | | |
5. Name of Director (English) as printed on HKID/Passport | | 8. Name of Director (Chinese) |
WANG | | LEI LEI | |  |
(Surname) | | (Other names) | | |
6. HKID/Passport No. | | Country of issue of Passport | | 9. Chinese Character Code |
G02707207 | | PRC | | N/A |
7. Address of Director | | | | 10. Daytime tel. No. |
1001, BUILDING 1, XIAO YANG YI BIN STREET, DONG CHENG DISTRICT, BEIJING, PEOPLE’S REPUBLIC OF CHINA | | 861085181000 |
| 11. e-mail address |
| wangleilei@tomonline-inc.com |
| | | | | | | | | | | | |
12. Date of relevant event | | | | 13. Date when director became aware of the relevant event/ interest in the shares (if later) |
22 | | 11 | | 2005 | | | | | | | | |
(day) | | (month) | | (year) | | | | (day) | | (month) | | (year) |
| | | | | | | | | | | | | | | | | | |
14. Details of relevant event |
| | Relevant event code describing circumstances (see Table 1) | | Code describing capacity in which shares were/are held (see Table 2) | | Number of shares bought/sold or involved | | Currency of transaction | | On Exchange | | Off Exchange |
| | Before relevant event | | After relevant event | | | | Highest price per share | | Average price per share | | Average consideration per share | | Consideration Code (see Table 3) |
Long position | | 124 | | 201 | | 201 | | 384,000 | | HKD | | | | | | 1.500 | | 301 |
Short position | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | |
15. Total shares in listed corporation immediately before the relevant event | | | | 16. Total shares in listed corporation immediately after the relevant event |
| | Total number of shares | | Percentage figure (%) | | | | | | Total number of shares | | Percentage figure (%) |
Long position | | 169,602,000 | | 4.03 | | | | Long position | | 169,602,000 | | 4.03 |
Short position | | | | | | | | Short position | | | | |
| | | | | | | | | | | | |
17. Capacity in which interests disclosed in Box 16 are held (required for Initial Notification only) | | | | | | | | |
Code describing capacity (see Table 2) | | Number of shares | | | | | | | | |
| Long position | | Short position | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | |
18. Further information in respect of derivative interests in listed corporation |
| | Code describing derivatives (see Table 4) | | Exercise period (dd/mm/yyyy) | | Consideration -if derivatives granted by listed corporation | | Number of shares |
| | Begins | | Ends | | Price for grant | | Exercise price | | Price on assignment | |
Long position(s) | | 409 | | 16/02/2004 | | 15/02/2014 | | 5.000 | | 1.500 | | 0.000 | | 164,218,000 |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Short position(s) | | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
5
| | | | | | |
19. Further information in relation to interests of children under 18 and/or spouse |
Name of child/spouse | | Address | | Number of shares |
| | | | Long position | | Short position |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | | | | | | | |
20. Further information in relation to interests of corporations controlled by Director |
Name of corporation | | Address and place of incorporation | | Name of controlling shareholder | | % control | | Direct interest (Y/N) | | Number of shares |
| | | | | Long position | | Short position |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | |
21. Further information in relation to interests held by Director jointly with another person |
Name of joint shareholder | | Address | | Number of shares |
| | | | Long position | | Short position |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | | | |
22. Further information from a director who is a trustee, or beneficiary of a trust, or a person who has set up a Discretionary Trust |
Name of Trust | | Address | | Status Code (see Table 5) | | Number of shares |
| | | Long position | | Short position |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | |
23. Further information from a party to an agreement under Section 317 ( Please see Notes for further information required) |
Names of other parties | | Address | | Number of shares |
| | | | |
| | | | |
| | | | |
Total number of shares in which substantial shareholder is interested under section 317 and 318 | | |
| | | | | | | | | | | | | | | | |
24. Date of filing this Form 3A | | 25 | | 11 | | 2005 | | | | 25. Number of continuation sheets | | 0 |
| | | | (day) | | (month) | | (year) | | | | | | |
Form 3A. | | | | | | | | | | | | 26. Number of attachments | | 0 |
6
DIRECTOR’S/CHIEF EXECUTIVE’S NOTICE - INTERESTS IN SHARES OF LISTED CORPORATION
Notice pursuant to s. 347 of Part XV of the Securities and Futures Ordinance (Cap. 571)
Form for use by a director or chief executive (“director”) giving an Initial Notification or notice of :
| (i) | Acquiring an interest in shares or a short position in shares of a listed corporation of which he is a director; |
| (ii) | Changes in the nature of his interest in such shares; and |
| (iii) | Ceasing to have an interest in such shares (complete Boxes 1 to 16 and 24 only). |
This Form must be completed in accordance with the directions and instructions in the Notes to Form 3A.
| | | | |
1. Name of listed corporation | | | | |
TOM ONLINE INC. | | | | |
2. Stock code | | 8282 | | 4. Number of issued shares in class |
3. Class of shares | | Ordinary | | 4,212,754,990 |
| | | | |
5. Name of Director (English) as printed on HKID/Passport | | 8. Name of Director (Chinese) |
WANG | | LEI LEI | |  |
(Surname) | | (Other names) | | |
6. HKID/Passport No. | | Country of issue of Passport | | 9. Chinese Character Code |
G02707207 | | PRC | | N/A |
7. Address of Director | | | | 10. Daytime tel. No. |
1001, BUILDING 1, XIAO YANG YI BIN STREET, DONG CHENG DISTRICT, BEIJING, PEOPLE’S REPUBLIC OF CHINA | | 861085181000 |
| 11. e-mail address |
| wangleilei@tomonline-inc.com |
| | | | | | | | | | | | |
12. Date of relevant event | | | | 13. Date when director became aware of the relevant event/ interest in the shares (if later) |
22 | | 11 | | 2005 | | | | | | | | |
(day) | | (month) | | (year) | | | | (day) | | (month) | | (year) |
| | | | | | | | | | | | | | | | | | |
14. Details of relevant event |
| | Relevant event code describing circumstances (see Table 1) | | Code describing capacity in which shares were/are held (see Table 2) | | Number of shares bought/sold or involved | | Currency of transaction | | On Exchange | | Off Exchange |
| | Before relevant event | | After relevant event | | | | Highest price per share | | Average price per share | | Average consideration per share | | Consideration Code (see Table 3) |
Long position | | 122 | | 201 | | | | 584,000 | | HKD | | 2.125 | | 2.101 | | | | |
Short position | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | |
15. Total shares in listed corporation immediately before the relevant event | | | | 16. Total shares in listed corporation immediately after the relevant event |
| | Total number of shares | | Percentage figure (%) | | | | | | Total number of shares | | Percentage figure (%) |
Long position | | 169,602,000 | | 4.03 | | | | Long position | | 169,018,000 | | 4.01 |
Short position | | | | | | | | Short position | | | | |
| | | | | | | | | | | | |
17. Capacity in which interests disclosed in Box 16 are held (required for Initial Notification only) | | | | | | | | |
Code describing capacity (see Table 2) | | Number of shares | | | | | | | | |
| Long position | | Short position | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | |
18. Further information in respect of derivative interests in listed corporation |
| | Code describing derivatives (see Table 4) | | Exercise period (dd/mm/yyyy) | | Consideration -if derivatives granted by listed corporation | | Number of shares |
| | Begins | | Ends | | Price for grant | | Exercise price | | Price on assignment | |
Long position(s) | | 409 | | 16/02/2004 | | 15/02/2014 | | 5.000 | | 1.500 | | 0.000 | | 164,218,000 |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Short position(s) | | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
7
| | | | | | |
19. Further information in relation to interests of children under 18 and/or spouse |
Name of child/spouse | | Address | | Number of shares |
| | | | Long position | | Short position |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | | | | | | | |
20. Further information in relation to interests of corporations controlled by Director |
Name of corporation | | Address and place of incorporation | | Name of controlling shareholder | | % control | | Direct interest (Y/N) | | Number of shares |
| | | | | Long position | | Short position |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | |
21. Further information in relation to interests held by Director jointly with another person |
Name of joint shareholder | | Address | | Number of shares |
| | | | Long position | | Short position |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | | | |
22. Further information from a director who is a trustee, or beneficiary of a trust, or a person who has set up a Discretionary Trust |
Name of Trust | | Address | | Status Code (see Table 5) | | Number of shares |
| | | Long position | | Short position |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | |
23. Further information from a party to an agreement under Section 317 ( Please see Notes for further information required) |
Names of other parties | | Address | | Number of shares |
| | | | |
| | | | |
| | | | |
Total number of shares in which substantial shareholder is interested under section 317 and 318 | | |
| | | | | | | | | | | | | | | | |
24. Date of filing this Form 3A | | 25 | | 11 | | 2005 | | | | 25. Number of continuation sheets | | 0 |
| | | | (day) | | (month) | | (year) | | | | | | |
Form 3A. | | | | | | | | | | | | 26. Number of attachments | | 0 |
8
Exhibit 1.3
DIRECTOR’S/CHIEF EXECUTIVE’S NOTICE - INTERESTS IN SHARES OF LISTED CORPORATION
Notice pursuant to s. 347 of Part XV of the Securities and Futures Ordinance (Cap. 571)
Form for use by a director or chief executive (“director”) giving an Initial Notification or notice of :
| (i) | Acquiring an interest in shares or a short position in shares of a listed corporation of which he is a director; |
| (ii) | Changes in the nature of his interest in such shares; and |
| (iii) | Ceasing to have an interest in such shares (complete Boxes 1 to 16 and 24 only). |
This Form must be completed in accordance with the directions and instructions in the Notes to Form 3A.
| | | | |
1. Name of listed corporation | | | | |
TOM ONLINE INC. | | | | |
2. Stock code | | 8282 | | 4. Number of issued shares in class |
3. Class of shares | | Ordinary | | 4,212,754,990 |
| | | | |
5. Name of Director (English) as printed on HKID/Passport | | 8. Name of Director (Chinese) |
WANG | | LEI LEI | |  |
(Surname) | | (Other names) | | |
6. HKID/Passport No. | | Country of issue of Passport | | 9. Chinese Character Code |
G02707207 | | PRC | | N/A |
7. Address of Director | | | | 10. Daytime tel. No. |
1001, BUILDING 1, XIAO YANG YI BIN STREET, DONG CHENG DISTRICT, BEIJING, PEOPLE’S REPUBLIC OF CHINA | | 861085181000 |
| 11. e-mail address |
| wangleilei@tomonline-inc.com |
| | | | | | | | | | | | |
12. Date of relevant event | | | | 13. Date when director became aware of the relevant event/ interest in the shares (if later) |
23 | | 11 | | 2005 | | | | | | | | |
(day) | | (month) | | (year) | | | | (day) | | (month) | | (year) |
| | | | | | | | | | | | | | | | | | |
14. Details of relevant event |
| | Relevant event code describing circumstances (see Table 1) | | Code describing capacity in which shares were/are held (see Table 2) | | Number of shares bought/sold or involved | | Currency of transaction | | On Exchange | | Off Exchange |
| | Before relevant event | | After relevant event | | | | Highest price per share | | Average price per share | | Average consideration per share | | Consideration Code (see Table 3) |
Long position | | 124 | | 201 | | 201 | | 392,000 | | HKD | | | | | | 1.500 | | 301 |
Short position | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | |
15. Total shares in listed corporation immediately before the relevant event | | | | 16. Total shares in listed corporation immediately after the relevant event |
| | Total number of shares | | Percentage figure (%) | | | | | | Total number of shares | | Percentage figure (%) |
Long position | | 169,018,000 | | 4.01 | | | | Long position | | 169,018,000 | | 4.01 |
Short position | | | | | | | | Short position | | | | |
| | | | | | | | | | | | |
17. Capacity in which interests disclosed in Box 16 are held (required for Initial Notification only) | | | | | | | | |
Code describing capacity (see Table 2) | | Number of shares | | | | | | | | |
| Long position | | Short position | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | |
18. Further information in respect of derivative interests in listed corporation |
| | Code describing derivatives (see Table 4) | | Exercise period (dd/mm/yyyy) | | Consideration -if derivatives granted by listed corporation | | Number of shares |
| | Begins | | Ends | | Price for grant | | Exercise price | | Price on assignment | |
Long position(s) | | 409 | | 16/02/2004 | | 15/02/2014 | | 5.000 | | 1.500 | | 0.000 | | 163,826,000 |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Short position(s) | | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
9
| | | | | | |
19. Further information in relation to interests of children under 18 and/or spouse |
Name of child/spouse | | Address | | Number of shares |
| | | | Long position | | Short position |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | | | | | | | |
20. Further information in relation to interests of corporations controlled by Director |
Name of corporation | | Address and place of incorporation | | Name of controlling shareholder | | % control | | Direct interest (Y/N) | | Number of shares |
| | | | | Long position | | Short position |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | |
21. Further information in relation to interests held by Director jointly with another person |
Name of joint shareholder | | Address | | Number of shares |
| | | | Long position | | Short position |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | | | |
22. Further information from a director who is a trustee, or beneficiary of a trust, or a person who has set up a Discretionary Trust |
Name of Trust | | Address | | Status Code (see Table 5) | | Number of shares |
| | | Long position | | Short position |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | |
23. Further information from a party to an agreement under Section 317 ( Please see Notes for further information required) |
Names of other parties | | Address | | Number of shares |
| | | | |
| | | | |
| | | | |
Total number of shares in which substantial shareholder is interested under section 317 and 318 | | |
| | | | | | | | | | | | | | | | |
24. Date of filing this Form 3A | | 25 | | 11 | | 2005 | | | | 25. Number of continuation sheets | | 0 |
| | | | (day) | | (month) | | (year) | | | | | | |
Form 3A. | | | | | | | | | | | | 26. Number of attachments | | 0 |
10
DIRECTOR’S/CHIEF EXECUTIVE’S NOTICE - INTERESTS IN SHARES OF LISTED CORPORATION
Notice pursuant to s. 347 of Part XV of the Securities and Futures Ordinance (Cap. 571)
Form for use by a director or chief executive (“director”) giving an Initial Notification or notice of :
| (i) | Acquiring an interest in shares or a short position in shares of a listed corporation of which he is a director; |
| (ii) | Changes in the nature of his interest in such shares; and |
| (iii) | Ceasing to have an interest in such shares (complete Boxes 1 to 16 and 24 only). |
This Form must be completed in accordance with the directions and instructions in the Notes to Form 3A.
| | | | |
1. Name of listed corporation | | | | |
TOM ONLINE INC. | | | | |
2. Stock code | | 8282 | | 4. Number of issued shares in class |
3. Class of shares | | Ordinary | | 4,213,538,990 |
| | | | |
5. Name of Director (English) as printed on HKID/Passport | | 8. Name of Director (Chinese) |
WANG | | LEI LEI | |  |
(Surname) | | (Other names) | | |
6. HKID/Passport No. | | Country of issue of Passport | | 9. Chinese Character Code |
G02707207 | | PRC | | N/A |
7. Address of Director | | | | 10. Daytime tel. No. |
1001, BUILDING 1, XIAO YANG YI BIN STREET, DONG CHENG DISTRICT, BEIJING, PEOPLE’S REPUBLIC OF CHINA | | 861085181000 |
| 11. e-mail address |
| wangleilei@tomonline-inc.com |
| | | | | | | | | | | | |
12. Date of relevant event | | | | 13. Date when director became aware of the relevant event/ interest in the shares (if later) |
23 | | 11 | | 2005 | | | | | | | | |
(day) | | (month) | | (year) | | | | (day) | | (month) | | (year) |
| | | | | | | | | | | | | | | | | | |
14. Details of relevant event |
| | Relevant event code describing circumstances (see Table 1) | | Code describing capacity in which shares were/are held (see Table 2) | | Number of shares bought/sold or involved | | Currency of transaction | | On Exchange | | Off Exchange |
| | Before relevant event | | After relevant event | | | | Highest price per share | | Average price per share | | Average consideration per share | | Consideration Code (see Table 3) |
Long position | | 122 | | 201 | | | | 392,000 | | HKD | | 2.075 | | 2.075 | | | | |
Short position | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | |
15. Total shares in listed corporation immediately before the relevant event | | | | 16. Total shares in listed corporation immediately after the relevant event |
| | Total number of shares | | Percentage figure (%) | | | | | | Total number of shares | | Percentage figure (%) |
Long position | | 169,018,000 | | 4.01 | | | | Long position | | 168,626,000 | | 4.00 |
Short position | | | | | | | | Short position | | | | |
| | | | | | | | | | | | |
17. Capacity in which interests disclosed in Box 16 are held (required for Initial Notification only) | | | | | | | | |
Code describing capacity (see Table 2) | | Number of shares | | | | | | | | |
| Long position | | Short position | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | |
18. Further information in respect of derivative interests in listed corporation |
| | Code describing derivatives (see Table 4) | | Exercise period (dd/mm/yyyy) | | Consideration -if derivatives granted by listed corporation | | Number of shares |
| | Begins | | Ends | | Price for grant | | Exercise price | | Price on assignment | |
Long position(s) | | 409 | | 16/02/2004 | | 15/02/2014 | | 5.000 | | 1.500 | | 0.000 | | 163,826,000 |
| | | | | | | | | | | �� | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Short position(s) | | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
11
| | | | | | |
19. Further information in relation to interests of children under 18 and/or spouse |
Name of child/spouse | | Address | | Number of shares |
| | | | Long position | | Short position |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | | | | | | | |
20. Further information in relation to interests of corporations controlled by Director |
Name of corporation | | Address and place of incorporation | | Name of controlling shareholder | | % control | | Direct interest (Y/N) | | Number of shares |
| | | | | Long position | | Short position |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | |
21. Further information in relation to interests held by Director jointly with another person |
Name of joint shareholder | | Address | | Number of shares |
| | | | Long position | | Short position |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | | | |
22. Further information from a director who is a trustee, or beneficiary of a trust, or a person who has set up a Discretionary Trust |
Name of Trust | | Address | | Status Code (see Table 5) | | Number of shares |
| | | Long position | | Short position |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | |
23. Further information from a party to an agreement under Section 317 ( Please see Notes for further information required) |
Names of other parties | | Address | | Number of shares |
| | | | |
| | | | |
| | | | |
Total number of shares in which substantial shareholder is interested under section 317 and 318 | | |
| | | | | | | | | | | | | | | | |
24. Date of filing this Form 3A | | | | 11 | | 2005 | | | | 25. Number of continuation sheets | | 0 |
| | | | (day) | | (month) | | (year) | | | | | | |
Form 3A. | | | | | | | | | | | | 26. Number of attachments | | 0 |
12