Talent Property Group Limited — Proxy Solicitation & Information Statement 2003

May 26, 2003

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Tomorrow International Holdings Limited, you should at once hand this circular to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser or the transferee.

The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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TOMORROW INTERNATIONAL HOLDINGS LIMITED

(incorporated in Bermuda with limited liability)

PROPOSED CAPITAL REORGANISATION INVOLVING (1) REDUCTION OF THE ISSUED SHARE CAPITAL AND SUBDIVISION OF UNISSUED SHARE CAPITAL, (2) CONSOLIDATION OF THE ISSUED AND UNISSUED SHARE CAPITAL,

(3) AMENDMENT TO THE BYE-LAWS AND

(4) CHANGE IN BOARD LOT SIZE

A notice convening a special general meeting of Tomorrow International Holdings Limited to be held at 12: 15 p.m. on Friday, 27th June, 2003 at Unit 903–906, 9th Floor, Tower 1, Harbour Centre, 1 Hok Cheung Street, Hung Hom, Kowloon, Hong Kong (‘‘SGM’’) is set out on pages 13 to 14 of this circular. If you are unable to attend the SGM in person, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to Tomorrow International Holdings Limited’s Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712– 16, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the SGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting at the SGM or any adjourned meeting should you so wish.

26th May, 2003

CONTENTS

	Page
Expected timetable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Responsibility statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
The Capital Reorganisation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Conditions of the Capital Reorganisation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Effects of the Capital Reorganisation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Adjustment to the Share Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Reasons for the Capital Reorganisation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Application for listing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Change in board lot size and trading arrangements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Free exchange of certificates for the
New or Consolidated Shares (as the case may be) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Amendment to the Bye-laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
Notice of the SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13

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EXPECTED TIMETABLE

2003

Latest time for lodging proxy forms for the SGM . . . . . . . . . . . . 12: 15 p.m. on Wednesday, 25th June SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12: 15 p.m. on Friday, 27th June Effective date of the Capital Reorganisation . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 30th June Dealings in New or Consolidated Shares commence . . . . . . . . . . . . . .9: 30 a.m. on Monday, 30th June First day of free exchange of existing certificates for Shares for new certificates for New or Consolidated Shares . . . . . . . . . . . . . . . . . . . . . Monday, 30th June

Temporary counter for trading in Consolidated Shares in board lots of 200 Consolidated Shares (in the form of existing certificates for Shares) opens . . . . . . . . . . .9: 30 a.m. on Monday, 30th June Existing counter for trading in Shares in board lots of 2,000 Shares temporarily closes . . . . . . . . . . . . . . . .9: 30 a.m. on Monday, 30th June Existing counter for trading in Consolidated Shares in board lots of 5,000 Consolidated Shares (in the form of new certificates for Consolidated Shares) reopens . . . . . . . . . . . . . . . . . . . . . . . . . . .9: 30 a.m. on Tuesday, 15th July Parallel trading in Consolidated Shares (in the form of existing and new certificates) commences . . . . . . . . . . . . . . . . . . .9: 30 a.m. on Tuesday, 15th July Designated broker starts to stand in the market to provide matching service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 15th July Temporary counter for trading in Consolidated Shares in board lots of 200 Consolidated Shares (in the form of existing certificates for Shares) closes . . . . . . . . 4: 00 p.m. on Tuesday, 5th August Last day for designated broker to stand in the market to provide matching service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 5th August Parallel trading in Consolidated Shares (in the form of existing and new certificates) ends . . . . . . . . . . . . . . . . . . . . . . 4: 00 p.m. on Tuesday, 5th August Last day of free exchange of existing certificates for Shares for new certificates for New or Consolidated Shares . . . . . . . . . . . . . . . . . . . .Monday, 11th August

• Assuming both the resolutions on the Capital Reduction and Share Subdivision and the Share Consolidation are approved

— 1 —

RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts not contained in this circular, the omission of which would make any statement herein misleading.

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DEFINITIONS

In this circular (other than in the notice of the SGM), the following expressions have the meanings respectively set opposite them unless the context otherwise requires:

• ‘‘Board’’ the board of Directors ‘‘business day’’ any day on which the Stock Exchange is open for the business of dealing in securities

• ‘‘Bye-laws’’ the bye-laws of the Company ‘‘Capital Reduction’’ the proposed reduction of the paid-up capital of each of the issued Shares from HK$0.10 to HK$0.001 each by way of the cancellation of HK$0.099 of the paid-up capital on each issued Share

• ‘‘Capital Reorganisation’’ the reorganisation of the capital of the Company by way of the Capital Reduction, Share Subdivision and Share Consolidation

• ‘‘CCASS’’ the Central Clearing and Settlement System, established and operated by HKSCC

• ‘‘Companies Act’’ the Companies Act 1981 of Bermuda ‘‘Company’’ Tomorrow International Holdings Limited, a company incorporated in Bermuda with limited liability and the shares of which are listed on the Stock Exchange

• ‘‘Consolidated Share(s)’’ share(s) with nominal value of HK$0.01 each in the share capital of the Company upon the Capital Reorganisation becoming effective

• ‘‘Directors’’ directors of the Company ‘‘HKSCC’’ Hong Kong Securities Clearing Company Limited ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the People’s Republic of China

• ‘‘Latest Practicable Date’’ 22nd May, 2003, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information for inclusion in this circular

• ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange ‘‘New Share(s)’’ share(s) of HK$0.001 each in the share capital of the Company following the implementation of the Capital Reduction and Share Subdivision but before the Share Consolidation

• ‘‘New Share Option the share option scheme of the Company adopted on 29th May, 2002 Scheme’’

• ‘‘Old Share Option the share option scheme of the Company adopted on 21st July, 1995 and Scheme’’ which was terminated pursuant to Shareholders’ resolution passed on 29th May, 2002

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DEFINITIONS

• ‘‘SGM’’ the special general meeting of the Company to be convened for the purpose of considering and approving the amendment to the Bye-laws and the Capital Reorganisation

• ‘‘Share(s)’’ ordinary shares of HK$0.10 each in the existing share capital of the Company

• ‘‘Share Consolidation’’ the proposed share consolidation whereby every 10 issued and unissued New Shares will be consolidated into 1 Consolidated Share

• ‘‘Share Option(s)’’ options to subscribe for shares in the Company pursuant to the Old Share Option Scheme

• ‘‘Share Subdivision’’ the proposed subdivision of every authorised but unissued Share into 100 New Shares

• ‘‘Shareholder(s)’’ holder(s) of the Share(s)

• ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited

• ‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong

• ‘‘%’’ per cent.

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LETTER FROM THE BOARD

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TOMORROW INTERNATIONAL HOLDINGS LIMITED

(incorporated in Bermuda with limited liability)

Executive Directors: Yau Tak Wah, Paul (Chairman) Louie Mei Po Wong Shin Ling, Irene Tam Wing Kin Tam Ping Wah

Registered office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Independent non-executive Directors: Ng Wai Hung Cheung Chung Leung, Richard

Head office and principal place of business: 27th Floor Henley Building 5 Queen’s Road Central Hong Kong

26th May, 2003

To the Shareholders

Dear Sir or Madam,

PROPOSED CAPITAL REORGANISATION INVOLVING

• (1) REDUCTION OF THE ISSUED SHARE CAPITAL AND SUBDIVISION OF UNISSUED SHARE CAPITAL,

• (2) CONSOLIDATION OF THE ISSUED AND UNISSUED SHARE CAPITAL,

• (3) AMENDMENT TO THE BYE-LAWS AND

(4) CHANGE IN BOARD LOT SIZE

INTRODUCTION

The Directors announced on 2nd May, 2003 that the Board intends to put forward proposals for approval of the Shareholders for the Capital Reduction and Share Subdivision, the Share Consolidation and the amendment to the Bye-laws.

The purpose of this circular is to (a) give you further information on the Capital Reorganisation, the change in board lot size for the trading in the Consolidated Shares, trading arrangements, arrangements of odd lot facilities and arrangements for free exchange of certificates for the New or Consolidated Shares; and (b) give you the notice of the SGM at which the necessary resolutions will be proposed to consider and approve the Capital Reorganisation and the amendment to the Bye-laws.

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LETTER FROM THE BOARD

THE CAPITAL REORGANISATION

The Board proposes to effect the Capital Reorganisation pursuant to which:

1. the nominal value of all the issued Shares will be reduced from HK$0.10 to HK$0.001 each by the cancellation of HK$0.099 of the paid-up capital on each issued Share;

2. each authorised but unissued Share will be subdivided into 100 New Shares;

3. every 10 issued and unissued New Shares will be consolidated into 1 Consolidated Share; and

4. the credit of HK$283,207,958.06 arising from the Capital Reduction on the basis of 2,860,686,445 Shares in issue will be transferred to a contributed surplus account of the Company, which may be used in future for such purposes as the Board may direct (including the payment of dividend) subject to the Companies Act and the Bye-laws.

CONDITIONS OF THE CAPITAL REORGANISATION

The Capital Reduction and Share Subdivision are interconditional. The Share Consolidation is conditional on the Capital Reduction and Share Subdivision.

The Capital Reduction and Share Subdivision is conditional on the fulfillment of the following conditions on or before 30th June, 2003 which are not waivable:

1. the passing by the Shareholders of a special resolution to be proposed at the SGM approving the Capital Reduction and the Share Subdivision;

2. the publication of a notice in Bermuda in respect of the Capital Reduction in accordance with the Companies Act; and

3. the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the New Shares in issue and the New Shares which may be issued pursuant to the exercise of the Share Options and options which may be granted under the New Share Option Scheme (assuming the Share Consolidation is not approved by the Shareholders).

The Share Consolidation is conditional on the fulfillment of the following conditions on or before 30th June, 2003 which are not waivable:

1. the Capital Reduction and Share Subdivision taking effect;

2. the passing by the Shareholders of an ordinary resolution approving the Share Consolidation at the SGM; and

3. the Listing Committee of the Stock Exchange granting approval for the listing of, and permission to deal in, the Consolidated Shares in issue and the Consolidated Shares which may be issued pursuant to the exercise of the Share Options and options which may be granted under the New Share Option Scheme.

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LETTER FROM THE BOARD

EFFECTS OF THE CAPITAL REORGANISATION

As at the Latest Practicable Date, the authorised share capital of the Company was HK$500,000,000 divided into 5,000,000,000 Shares of which 2,860,686,445 Shares were issued and credited as fully paid.

1. Assuming only the resolution on the Capital Reduction and Share Subdivision is approved

Immediately upon the Capital Reduction and Share Subdivision becoming effective and on the basis that 2,860,686,445 Shares will be in issue immediately prior to the Capital Reduction and Share Subdivision becoming effective, the authorised share capital of the Company will remain unchanged at HK$500,000,000 but the number of authorised shares shall be divided into 500,000,000,000 New Shares (representing a 100 times increase in the number of authorised shares) of which 2,860,686,445 New Shares will be in issue and credited as fully paid.

The following is a table setting out the effects of the Capital Reduction and Share Subdivision on the share capital of the Company:

				Immediately after the Capital Reduction and	Immediately after the Capital Reduction and	Immediately after the Capital Reduction and
	As at the Latest Practicable Date			Share Subdivision becomes		effective (Note)
		Par value	Number of		Par value	Number of New
	HK$	(HK$)	Shares	HK$	(HK$)	Shares
Authorised share
capital	500,000,000.00	0.10	5,000,000,000	500,000,000.00	0.001	500,000,000,000
Issued share capital,
credited as fully
paid	286,068,644.50	0.10	2,860,686,445	2,860,686.44	0.001	2,860,686,445

Note: Based on 2,860,686,445 Shares in issue immediately prior to the Capital Reduction and Share Subdivision becoming effective.

A credit of HK$283,207,958.06 arising from the Capital Reduction will be transferred to a contributed surplus account of the Company. The contributed surplus account is distributable to the shareholders of a company by way of dividend subject to the Companies Act and the bye-laws of the Company. The Company does not have any current intention to declare or pay any dividend out of the contributed surplus account.

As at the Latest Practicable Date, 91,500,000 Shares are subject to the outstanding Share Options and no options have been granted under the New Share Option Scheme. Assuming that all of the outstanding Share Options were to be exercised in full prior to the effective date of the Capital Reduction, an additional 91,500,000 Shares would be in issue and an additional credit of HK$9,058,500 (calculated as 91,500,000 Shares x HK$0.099) would arise from the Capital Reduction as a result of the exercise of the Share Options. Such credit, if so arising, will also be transferred to a contributed surplus account of the Company. The potential aggregate credit as a result of the Capital Reduction is HK$292,266,458.06.

2. Assuming both the resolutions on the Capital Reduction and Share Subdivision and the Share Consolidation are approved

Immediately upon the Capital Reorganisation becoming effective and on the basis that 2,860,686,445 Shares will be in issue immediately prior to the Capital Reduction becoming effective, the authorised share capital of the Company will remain unchanged at HK$500,000,000 but the number of authorised shares shall be divided into 50,000,000,000 Consolidated Shares (representing a

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LETTER FROM THE BOARD

10 times increase in the number of authorised shares) of which 286,068,644 Consolidated Shares (representing a 90% reduction in the number of issued shares) will be in issue and credited as fully paid.

The following is a table setting out the effects of the Capital Reorganisation on the share capital of the Company:

				Immediately after the	Immediately after the	Immediately after the
				Capital Reduction and Share Subdivision				Immediately	after the	Capital
	As at the Latest Practicable Date			becomes	effective (Note)			Reorganisation becomes effective
		Par			Par				Par	Number of
		value	Number of		value	Number	of New		value	Consolidated
	HK$	(HK$)	Shares	HK$	(HK$)		Shares	HK$	(HK$)	Shares
Authorised share capital	500,000,000.00	0.10	5,000,000,000	500,000,000.00	0.001	500,000,000,000		500,000,000.00	0.01	50,000,000,000
Issued share capital,
credited as fully
paid	286,068,644.50	0.10	2,860,686,445	2,860,686.44	0.001	2,860,686,445		2,860,686.44	0.01	286,068,644

Note: Based on 2,860,686,445 Shares in issue immediately prior to the Capital Reduction and Share Subdivision becoming effective.

The credit arising from the Capital Reduction and the effect of the outstanding Share Options on the share capital of the Company upon the Capital Reorganisation taking effect will be the same as described in paragraph 1 above.

The Board believes that the Capital Reduction and Share Subdivision or Capital Reorganisation, as the case may be, will not alter the underlying assets and liabilities, business operations or management of the Company or the proportionate interests of the Shareholders, except for the payment of the related expenses of approximately HK$800,000. The Board believes that the Capital Reduction and Share Subdivision or Capital Reorganisation, as the case may be, will not have any adverse effect on the financial position of the Company and its subsidiaries.

The Capital Reduction and Share Subdivision or Capital Reorganisation, as the case may be, will not result in any change in the relative rights of the Shareholders, except that any fractions of the New or Consolidated Shares, as the case may be, to which the Shareholders would otherwise be entitled upon the Capital Reduction and Share Subdivision or Capital Reorganisation, as the case may be, becoming effective will be aggregated and sold for the benefit of the Company.

ADJUSTMENT TO THE SHARE OPTIONS

As at the Latest Practicable Date, 91,500,000 Shares are subject to the outstanding Share Options and no options have been granted under the New Share Option Scheme. The exercise price of the Share Options and/or the number of shares subject to the Share Options will be adjusted in accordance with the rules of the Old Share Option Scheme. If any Share Option may become or remains exercisable on the effective date of the Capital Reorganisation, the Company will request the auditors of the Company to provide a certificate as to the adjustment required to be made in accordance with the rules of the Old Share Option Scheme and Rule 17.03(13) of the Listing Rules once the Capital Reorganisation becomes effective. Any adjustment shall be made on the basis that the proportion of the issued share capital of the Company to which a grantee of Share Options is entitled shall remain the same before and after such adjustment. The Company will make a further announcement if such adjustment is necessary.

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LETTER FROM THE BOARD

REASONS FOR THE CAPITAL REORGANISATION

The Board noted that from 26th July, 2002, being the date that the closing price of the Shares fell below the nominal value of HK$0.10 each, to the Latest Practicable Date, the Shares have been traded at prices ranging from a low of HK$0.035 per Share to a high of HK$0.099 per Share. The closing price of the Shares on the Latest Practicable Date was HK$0.049 per Share. Under Bermuda law, a company, including the Company, is not allowed to issue shares at a discount to the nominal value of such shares. With a view to facilitating any fund-raising exercise or asset acquisition by way of allotment or placement of shares when the Board considers the circumstances so require in the future, the Board considers that the Capital Reduction and Share Subdivision, which will reduce the nominal value of the Shares to an amount which is less than its corresponding market value, is in the best interests of the Company and the Shareholders as a whole. In addition, following the Share Consolidation, the market price of the Consolidated Shares is expected to be higher than their par value as a result of the Share Consolidation and the Capital Reduction. The Board currently has no planned fund-raising activities, including the issue of shares, following the Capital Reorganisation.

APPLICATION FOR LISTING

The Company has applied to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, both the New Shares (if only the resolution on the Capital Reduction and Share Subdivision is approved) and the Consolidated Shares (if the resolution on the Share Consolidation is also approved).

As at the Latest Practicable Date, no part of the share capital of the Company is listed or dealt in on any stock exchange other than the Stock Exchange and no application is being made or is currently proposed or sought for the Shares to be listed or dealt in on any other stock exchange.

Subject to the granting of the listing of, and permission to deal in, the New Shares (if only the resolution on the Capital Reduction and Share Subdivision is approved) or the Consolidated Shares (if the resolution on the Share Consolidation is also approved), as the case may be, on the Stock Exchange, the New or Consolidated Shares, as the case may be, will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date for dealings in the New or Consolidated Shares, as the case may be, on the Stock Exchange or such other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second trading day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

CHANGE IN BOARD LOT SIZE AND TRADING ARRANGEMENTS

Assuming the Capital Reorganisation becomes effective, the Board also proposes that the board lot size for trading on the Stock Exchange be changed from 2,000 Shares to 5,000 Consolidated Shares (as opposed to 4,000 Consolidated Shares as previously announced by the Company on 2nd May, 2003) upon the Capital Reorganisation becoming effective, which is expected to take place on or about Monday, 30th June, 2003. Based on the closing price per Share of HK$0.049 on the Latest Practicable Date, each board lot of 5,000 Consolidated Shares has a market value of HK$2,450 (calculated as HK$0.049 x 10 x 5,000 Consolidated Shares). If only the Capital Reduction and Share Subdivision take effect (i.e., the Share Consolidation not taking effect), there will be no change to the board lot size.

The proposed change in board lot size will increase the number of Consolidated Shares for each board lot and such increase is expected to result in a reduction of the transaction costs for dealings in the Consolidated Shares.

— 9 —

LETTER FROM THE BOARD

In order to facilitate the trading of odd lots (if any), the Company has appointed Kingsway SW Securities Limited as an agent to arrange for the sale and purchase of odd lots on behalf of the Shareholders and potential investors. During the period from Tuesday, 15th July, 2003 to Tuesday, 5th August, 2003 (both dates inclusive), holders of New or Consolidated Shares who wish to take advantage of this facility either to dispose of their odd lots or to top them up to a full board lot may contact Kingsway SW Securities Limited during the aforesaid period as follows:

Contact person Address Telephone number Ms. Kay Ho 5th Floor, Hutchison House (852) 2283-7111 10 Harcourt Road, Central Hong Kong

Holders of New or Consolidated Shares in odd lots should note that the matching of odd lots is not guaranteed.

Trading arrangements

1. Assuming only the resolution on the Capital Reduction and Share Subdivision is approved

No parallel trading arrangements will be made. Trading in the New Shares in board lots of 2,000 New Shares will take place on the original counter.

1. Assuming both the resolutions on the Capital Reduction and Share Subdivision and the Share Consolidation are approved

From 9: 30 a.m. on Monday, 30th June, 2003, the original counter for trading in the Shares in board lots of 2,000 Shares will be temporarily closed. A temporary counter will be established for trading in the Consolidated Shares in board lots of 200 Consolidated Shares. Every 10 Shares will be deemed to represent 1 Consolidated Share. Certificates for existing Shares may only be traded at this temporary counter.

With effect from 9: 30 a.m. on Tuesday, 15th July, 2003, the original counter for trading in Shares will be reopened for trading in Consolidated Shares in board lots of 5,000 Consolidated Shares.

From 9: 30 a.m. on Tuesday, 15th July, 2003 to 4: 00 p.m. on Tuesday, 5th August, 2003 (both dates inclusive), there will be parallel trading at the above two counters.

The temporary counter for trading in the Consolidated Shares in board lots of 200 Consolidated Shares will be removed after the close of trading on Tuesday, 5th August, 2003. Thereafter, trading will be in Consolidated Shares in board lots of 5,000 Consolidated Shares only and the existing certificates for the Shares will cease to be marketable and will not be acceptable for dealing purpose. However, such certificates will remain effective as documents of title.

If you are in any doubt as to the above arrangements, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

— 10 —

LETTER FROM THE BOARD

FREE EXCHANGE OF CERTIFICATES FOR THE NEW OR CONSOLIDATED SHARES (AS THE CASE MAY BE)

Subject to the passing of (i) only the resolution approving the Capital Reduction and Share Subdivision; or (ii) the resolutions approving both the Capital Reduction and Share Subdivision and the Share Consolidation, Shareholders may, from 9: 00 a.m. on Monday, 30th June, 2003 until 4: 00 p.m. on Monday, 11th August, 2003, submit certificates for the Shares to the Company’s Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712–16, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong, for exchange, at the expense of the Company, for certificates for the New or Consolidated Shares, as the case may be. Thereafter, certificates for the Shares will be accepted for exchange for certificates for the New or Consolidated Shares, as the case may be, only on payment of a fee of HK$2.50 (or such higher amount as may be stipulated in the Listing Rules from time to time) for each new certificate to be issued or each old certificate submitted, whichever number of certificates is higher.

In order to distinguish between the existing and the new certificates, certificates for the New or Consolidated Shares, as the case may be, will be blue in colour, which is different from the existing certificates for the Shares, which are grey in colour.

It is expected that new certificates for the New or Consolidated Shares, as the case may be, will be available for collection on or after the 10th business day from the date of submission of the existing certificates for the Shares to the Company’s branch share registrar at the above address. Unless otherwise instructed, new certificates will be issued in the board lot size of 2,000 New Shares (if only the resolution on the Capital Reduction and Share Subdivision is approved) or 5,000 Consolidated Shares (if the resolution on the Share Consolidation is also approved), as the case may be.

AMENDMENT TO THE BYE-LAWS

To facilitate the Capital Reduction and Share Subdivision and the Share Consolidation, the Bye-laws will need to be amended to allow for the adjustment to the par value of the Shares. Currently, the Bye-laws state that the nominal value of the Shares are HK$0.10 per Share. The amendment to the Bye-laws will permit the Company to amend the par value of its Shares without having to correspondingly amend the Byelaws every time to reflect the relevant new par value of the Shares and will require the sanction of a special resolution passed by the Shareholders at the SGM.

GENERAL

• (a) At the SGM, the Directors shall first seek the approval from the Shareholders for the amendment to the Bye-laws. Following this, the Directors shall seek the approval from the Shareholders for the Capital Reduction and Share Subdivision. If the Shareholders approve the Capital Reduction and Share Subdivision, the Directors shall at the same meeting immediately seek the approval from the Shareholders for the Share Consolidation, which is conditional on the Capital Reduction and Share Subdivision taking effect. If the Share Consolidation is not approved, only the Capital Reduction and Share Subdivision shall take effect. In such case, the number of New Shares in issue will be 2,860,686,445. The benefits of the Capital Reduction are detailed in the section headed ‘‘Reasons for the Capital Reorganisation’’ above.

• (b) The New or Consolidated Shares that will be in issue upon the Capital Reduction and Share Subdivision or Capital Reorganisation, as the case may be, becoming effective will rank pari passu in all respects with each other, having the rights attached to the shares as set out in the Bye-laws.

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LETTER FROM THE BOARD

(c) The English text of this circular shall prevail over the Chinese text.

SGM

Set out on pages 13 to 14 is a notice convening the SGM to be held at 12: 15 p.m. on Friday, 27th June, 2003 at Unit 903–906, 9th Floor, Tower 1, Harbour Centre, 1 Hok Cheung Street, Hung Hom, Kowloon, Hong Kong at which resolutions will be proposed to the Shareholders to approve the amendment to the Bye-laws and the Capital Reorganisation.

A form of proxy for use at the SGM is enclosed. If you are unable to attend the SGM in person, you are requested to complete and return the form of proxy to the Company’s Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712–16, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the SGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting at the SGM or any adjourned meeting should you so wish.

RECOMMENDATION

The Board believes that the amendment to the Bye-laws and the Capital Reorganisation are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of all the resolutions set out in the notice of the SGM.

By Order of the Board Tomorrow International Holdings Limited Yau Tak Wah, Paul Chairman

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NOTICE OF THE SGM

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TOMORROW INTERNATIONAL HOLDINGS LIMITED

(incorporated in Bermuda with limited liability)

NOTICE is hereby given that a special general meeting of Tomorrow International Holdings Limited (the ‘‘Company’’) will be held at 12: 15 p.m. on Friday, 27th June, 2003 at Unit 903–906, 9th Floor, Tower 1, Harbour Centre, 1 Hok Cheung Street, Hung Hom, Kowloon, Hong Kong for the purpose of considering and, if thought fit, passing the following resolutions:

SPECIAL RESOLUTIONS

1. THAT the bye-laws of the Company be amended by substituting the existing bye-law 3(1) with the following new bye-law 3(1):

‘‘The share capital of the Company as at 27th June, 2003, being the date on which the amendment to this bye-law 3(1) comes into effect, shall be divided into shares of HK$0.10 each.’’

(the ‘‘Bye-law Amendment’’) and that the directors of the Company be and are hereby authorized generally to do all such acts, deeds and things as they shall, in their absolute discretion, deem appropriate to effect and implement the Bye-law Amendment.

1. THAT, conditional upon the Listing Committee of the Stock Exchange of Hong Kong Limited approving the listing of, and granting the permission to deal in, shares of HK$0.001 each in the issued share capital of the Company upon the Capital Reduction, Application of Credit and Share Subdivision (all terms as defined below) becoming effective, with effect from 9: 30 a.m. on the next business day (not being a Saturday) following the date on which this resolution is passed (the ‘‘Effective Date’’):

2. (a) the issued share capital of the Company be reduced by canceling paid up capital to the extent of HK$0.099 on each of the shares of HK$0.10 in the capital of the Company in issue on the Effective Date (the ‘‘Capital Reduction’’) so that each issued share in the capital of the Company shall be treated as one fully-paid up share of HK$0.001 each in the capital of the Company (the ‘‘New Share’’) and any liability of the holders of New Shares to make any further contribution to the capital of the Company on each such New Share shall be treated as satisfied;

3. (b) subject to and forthwith upon the Capital Reduction taking effect, the credit amount arising from the Capital Reduction be credited to the contributed surplus account of the Company where it may be utilized in accordance with the bye-laws of the Company and all applicable laws ( the ‘‘Application of Credit’’);

4. (c) subject to and forthwith upon the Capital Reduction taking effect, all of the authorized but unissued shares of HK$0.10 each in the capital of the Company (including those authorized but unissued share arising from the Capital Reduction) be sub-divided into one hundred (100) New Shares (the ‘‘Share Subdivision’’); and

5. (d) the directors of the Company be and are hereby authorized generally to do all such acts, deeds and things as they shall, in their absolute discretion, deem appropriate to effect and implement the Capital Reduction, the Application of Credit and the Share Subdivision.

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NOTICE OF THE SGM

ORDINARY RESOLUTION

1. THAT, conditional upon Special Resolution numbered 2 of this notice dated 26th May, 2003 being approved and upon the Listing Committee of the Stock Exchange of Hong Kong Limited approving the listing of, and granting the permission to deal in, shares of HK$0.01 each in the issued share capital of the Company upon the Share Consolidation (as defined below) becoming effective, with effect from 9: 30 a.m. on the next business day (not being a Saturday) following the date on which this resolution is passed (the ‘‘Effective Date’’), every ten (10) issued and unissued shares of HK$0.001 each in issue on the Effective Date be consolidated into one (1) share of HK$0.01 each in the capital of the Company (the ‘‘Consolidation’’) and the directors of the Company be and are hereby authorised generally to do all such acts, deeds and things as they shall, in their absolute discretion, deem appropriate to effect and implement the Share Consolidation.

By Order of the Board Tomorrow International Holdings Limited Yau Tak Wah, Paul Chairman

Hong Kong, 26th May, 2003

Head office and principal place of business:

27th Floor

Henley Building 5 Queen’s Road Central Hong Kong

Notes:

• (1) A member entitled to attend and vote at the above meeting is entitled to appoint one or more proxies to attend and to vote in his stead. A proxy need not be a member of the Company.

• (2) A form of proxy for use at the meeting is enclosed herewith. The instrument appointing a proxy shall be in writing under the hand of the appointer or his/her attorney duly authorized in writing. If the appointer is a corporation, the form of proxy must be under its common seal or under the hand of an officer or attorney duly authorised on its behalf.

• (3) To be valid, a form of proxy together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power of attorney must be deposited at the Company’s Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712–16, 17th Floor, Hopewell Centre, 183 Queen’s Road East , Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.

• (4) Completion and return of the form of proxy shall not prelude a member from attending and voting in person at the meeting or at any adjourned meeting (as the case may be) should they so wish, and in such event, the form of proxy shall be deemed to be revoked.

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