Talent Property Group Limited — Proxy Solicitation & Information Statement 2004

May 5, 2004

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

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

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims 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)

Stock Code: 0760

PROPOSALS INVOLVING

GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES AND AMENDMENT OF BYE-LAWS

A notice convening an annual meeting of the Company to be held at Unit 903-906, 9th Floor, Tower 1, Harbour Centre, 1 Hok Cheung Street, Hung Hom, Kowloon, Hong Kong on Tuesday, 8th June, 2004 at 12:00 noon (the “Annual General Meeting”) is set out on pages 3 to 7 of the Company’s 2003 annual report despatched to the Shareholders on 29th April, 2004. If you do not propose to attend the Annual General Meeting, you are requested to complete and return the form of proxy enclosed in the 2003 annual report of the Company in accordance with the instructions printed thereon to the Company’s principal place of business at 27th Floor, Henley Building, 5 Queen’s Road Central, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the Annual General Meeting or any adjournment thereof. Completion of the form of proxy shall not preclude you from attending and voting at the Annual General Meeting or any adjourned meeting should you so wish.

29th April 2004

CONTENTS

Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1-2
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
General Mandate to repurchase Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
General Mandate to issue Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Amendment of Bye-Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4-5
Responsibility statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5-6
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Appendix – Explanatory Statement for the Repurchase Mandate. . . . . . . . . . . . . . . . .	8-10

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DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions have the following meanings:

“Annual General Meeting” the annual general meeting of the Company to be held at Unit 903-906, 9th Floor, Tower 1, Harbour Centre, 1 Hok Cheung Street, Hung Hom, Kowloon, Hong Kong on Tuesday, 8th June, 2004 at 12:00 noon

• “Board” the board of Directors of the Company

• “business day” a day (excluding Saturday) on which banks are generally open for business in Hong Kong

• “Bye-Laws” the Bye-Laws of the Company

• “Company” Tomorrow International Holdings Limited, a company incorporated in Bermuda with limited liability, the Shares of which are listed on the Stock Exchange

• “Companies Act” the Companies Act 1981

• “Companies Ordinance” Companies Ordinance Chapter 32 of the Laws of Hong Kong

• “Directors” the directors of the Company

• “Group” the Company and its subsidiaries

• “Hong Kong”

• the Hong Kong Special Administrative Region of the People’s Republic of China

• “Latest Practicable Date” 26th April, 2004, being the latest practicable date prior to the printing of this circular

• “Listing Rules”

• the Rules Governing the Listing of Securities on the Stock Exchange

• “Repurchase Mandate” a general mandate to the Directors to exercise the powers of the Company to repurchase shares during the period as set out in the Repurchase Resolution

• “Repurchase Resolution” the proposed ordinary resolution as referred to in resolution no.4(B) of the notice of the Annual General Meeting

• “SFO”

• Securities and Futures Ordinance Chapter 571 of the Laws of Hong Kong

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DEFINITIONS

“Share(s)”	share(s) of HK$0.01 each in the existing share capital of
	the Company
“Shareholder(s)”	shareholder(s) of the Company
“Share Issue Mandate”	a general mandate to the Directors to exercise the power
	of the Company to allot and issue shares during the
	period as set out in ordinary resolution no.4(A) referred
	to in the notice of the Annual General Meeting
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Takeover Code”	the Hong Kong Code on Takeovers and Mergers
“HK$”	Hong Kong dollars

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LETTER FROM THE BOARD

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TOMORROW INTERNATIONAL HOLDINGS LIMITED

(incorporated in Bermuda with limited liability)

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

Independent Non-executive Directors: Mr. Ng Wai Hung Mr. Cheung Chung Leung, Richard

Registered Office: Clarendon House 2 Church Street Hamilton HM11 Bermuda

Principle Place of Business: 27th Floor, Henley Building, 5 Queen’s Road Central, Hong Kong 29th April, 2004

To the Shareholders

Dear Sir or Madam,

PROPOSALS INVOLVING GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES AND AMENDMENT OF BYE-LAWS

INTRODUCTION

At the Annual General Meeting, resolutions will be proposed to grant to the Directors general mandates to issue and allot shares and repurchase shares since the general mandates granted to the Directors on 27th June, 2003 to issue Shares and to repurchase Shares will expire at the forthcoming Annual General Meeting.

The Stock Exchange has amended the Listing Rules based on the results of the Consultation Conclusions on Proposed Amendments to the Listing Rules Relating to Corporate Governance Issues issued in January 2003. The said amendments to the Listing Rules came into effect on 31st March, 2004. The Directors consider that changes to the Bye-Laws should be made in line with the requirements under the amended Listing Rules.

The purpose of this circular is to provide you with information regarding the proposed Repurchase Mandate and Shares Issue Mandate and amendment of the Bye-Laws.

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LETTER FROM THE BOARD

GENERAL MANDATE TO REPURCHASE SHARES

At the annual general meeting of the Company held on 27th June, 2003, a general mandate was given by the Company to the Directors to exercise the powers of the Company to repurchase Shares. Such mandate will lapse at the conclusion of the forthcoming Annual General Meeting. The Directors propose to seek your approval of the Repurchase Resolution to be proposed at the Annual General Meeting. An explanatory statement as required under Rule 10.06 of the Listing Rules to provide the requisite information of the Repurchase Mandate is set out in the appendix to this circular.

The Directors wish to state that they have no present intention of exercising the Repurchase Mandate to repurchase shares.

As at the Latest Practicable Date, the issued share capital of the Company comprised 286,068,644 fully paid up Shares. Subject to the passing of the Repurchase Resolution and on the basis that no further Shares are issued or repurchased prior to the Annual General Meeting, the Company would be allowed under the Repurchase Mandate to repurchase up to a maximum of 28,606,864 Shares (being 10% of the Shares in issue).

GENERAL MANDATE TO ISSUE SHARES

At the Annual General Meeting two ordinary resolutions will be proposed respectively granting to the Directors a general mandate to allot, issue and deal with Shares not exceeding 20% of the issued share capital of the Company at the date of the resolution and adding to such general mandate so granted to the Directors any Shares representing the aggregate nominal amount of the Shares repurchased by the Company after the granting of the general mandate to repurchase up to 10% of the issued share capital of the Company at the date of the Repurchase Resolution.

Subject to the passing of the proposed ordinary resolutions as referred in resolutions no.4(B) and no.4(C) of the notice of the Annual General Meeting and on the basis that no further Shares are issued or repurchased prior to the Annual General Meeting and no Shares are repurchased under the Repurchase Resolution, the Company would be allowed to issue and allot up to a maximum of 57,213,728 Shares which is 20% of the issued share capital of the Company as at the Latest Practicable Date.

The Directors wish to state that they have no present intention of exercising the Share Issue Mandate to issue and allot Shares.

AMENDMENT OF BYE-LAWS

It is proposed that the Bye-Laws be amended in view of the amendments to the Listing Rules which came into effect on 31st March, 2004.

The proposal to amend the Bye-Laws shall be put to the Shareholders at the Annual General Meeting for approval by way of special resolution.

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LETTER FROM THE BOARD

The proposed amendments are required in view of the amendments to the Listing Rules and provide for the following:–

• (i) revised definition of “associate” to reflect the definition under the Listing Rules;

• (ii) where any Shareholder is, under the Listing Rules, required to abstain from voting on any particular resolution or restricted to voting only for or only against any particular resolution, any votes cast by or on behalf of such Shareholder in contravention of such requirement or restriction shall not be counted;

• (iii) the Directors shall not vote on any board resolution approving any contract or arrangement or any other proposal in which they or any of their associates have a material interest and they are not to be counted towards the quorum of the relevant board meeting, except as otherwise provided in the Bye-Laws and the Listing Rules; and

• (iv) the period for the Shareholders to lodge the notice to nominate a Director shall commence no earlier than the day after the despatch of the notice of the general meeting appointed for such election and end no later than seven days prior to the date of such general meeting, provided that the minimum length of the period during which such notice may be given shall be at least seven days.

Details of the proposed amendments to the Bye-Laws are set out in special resolution no.5 of the notice of the Annual General Meeting.

RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. 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 the omission of which would make any statement herein misleading.

ANNUAL GENERAL MEETING

The notice of the Annual General Meeting, which contains, inter alia, ordinary resolutions to approve the Repurchase Mandate and the Share Issue Mandate and a special resolution to amend the Bye-Laws, is set out in the 2003 annual report of the Company despatched to the Shareholders on 29th April, 2004.

As at the Latest Practicable Date, none of the Directors had any relationships with any Directors, senior management or substantial or controlling shareholders of the Company.

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LETTER FROM THE BOARD

As at the Latest Practicable Date, none of the Directors, other than Mr. Yau Tak Wah, Paul and Mr. Tam Ping Wah have entered into service contracts. Mr. Yau Tak Wah, Paul and Mr. Tam Ping Wah have entered into service contracts with the Company for a fixed term of three years from 26th April, 2003 to 25th April, 2006 which thereafter are terminable by either party upon the giving of six months’ notice. The terms of the contracts are that the remuneration of each of them shall be a fixed salary at the rate of HK$2,600,000 per annum. During the term of the engagement, each of them shall be entitled to an annual management bonus after the end of each financial year in the following amount:

• (i) if the audited consolidated net profit of Electronics Tomorrow International Limited (a wholly owned subsidiary of Tomorrow) and its subsidiaries and associated companies attributable to shareholders before such management bonus (the “Net Profit”) for the relevant financial year exceeds HK$16,800,000 but not more than HK$21,000,000, 3% of the Net Profit;

• (ii) if the Net Profit for the relevant financial year exceeds HK$21,000,000 but not more than HK$25,000,000, additional management bonus at 6% of such excess amount of Net Profit;

• (iii) if the Net Profit for the relevant financial year exceeds HK$25,000,000 but not more than HK$29,000,000, additional management bonus at 11% of such excess amount of Net Profit (on top of bonuses described in (i) to (ii) above);

• (iv) if the Net Profit for the relevant financial year exceeds HK$29,000,000 but not more than HK$33,000,000, additional management bonus at 15% of such excess amount of Net Profit (on top of bonuses described in (i), (ii) and (iii) above); and

• (v) if the Net Profit for the relevant financial year exceeds HK$33,000,000, additional management bonus at 19% of such excess amount of Net Profit ( on top of bonuses described in (i), (ii), (iii) and (iv) above).

Details of the Directors who are proposed to be re-elected at the Annual General Meeting are set out in the Company’s 2003 annual report pursuant to Rule 13.74 of the Listing Rules.

A form of proxy for use at the Annual General Meeting is enclosed in the 2003 annual report of the Company. If you do not propose to attend the Annual General Meeting, you are requested to complete the said form of proxy in accordance with the instructions printed thereon and return it to the Company’s principal place of business in Hong Kong at 27th Floor, Henley Building, 5 Queen’s Road Central, Hong Kong as soon as possible and in any event not less than 48 hours before the time fixed for holding the Annual General Meeting or any adjournment thereof. Completion and return of the form of proxy will not prevent you from attending and voting at the Annual General Meeting or any adjourned meeting thereof (as the case may be) should you wish to do so.

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LETTER FROM THE BOARD

RECOMMENDATION

The Directors consider that the grant of the Repurchase Mandate and the Share Issue Mandate and amendment of Bye-Laws is in the interests of the Company and the Shareholders as a whole and accordingly recommend Shareholders to vote in favour of all the resolutions as set out in the notice of the Annual General Meeting.

Yours faithfully, By order of the Board of Tomorrow International Holdings Limited Yau Tak Wah, Paul Chairman

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EXPLANATORY STATEMENT

APPENDIX

This appendix serves as an explanatory statement, as required by the Listing Rules, to provide requisite information to you for your consideration of the Repurchase Mandate.

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 286,068,644 fully paid up Shares of HK$0.01 each. Subject to the passing of the Repurchase Resolution and on the basis that no further Shares are issued or repurchased prior to the Annual General Meeting, the Company would be allowed under the Repurchase Mandate to repurchase up to a maximum of 28,606,864 fully paid up Shares which is 10% of the issued share capital of the Company as at the Latest Practicable Date.

2. REASONS FOR REPURCHASES

The Directors believe that the Repurchase Resolution is in the best interests of the Company and the Shareholders. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the value of the net assets and/or earnings per Share and will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders as a whole.

3. FUNDING OF REPURCHASES

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with its Memorandum of Association and Bye-laws and the Companies Act.

Bermuda law provides that the amount of capital repaid in connection with a share repurchase may only be paid out of either the capital paid up on the relevant shares, or the funds of the Company that would otherwise be available for dividend or distribution or out of the proceeds of a fresh issue of shares made for the purpose. The amount of premium payable on repurchase may only be paid out of either the funds of the Company that would otherwise be available for dividend or distribution or out of the share premium account of the Company before the shares are repurchased.

It is expected that the Company will fund any repurchase of Shares from its available internal resources. There may be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited accounts contained in the annual report for the year ended 31st December, 2003) in the event that the Repurchase Mandate were to be exercised in full at any time during the proposed repurchase period. However, the directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements or gearing position of the Company as may be determined by the Directors from time to time to be appropriate for the Company.

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EXPLANATORY STATEMENT

APPENDIX

4. DISCLOSURE OF INTEREST

None of the Directors, nor to the best of their knowledge having made all reasonable enquiries, any of their associates nor any directors of such associates (as defined in the Listing Rules), have any present intention to sell any Shares to the Company under the Repurchase Mandate if it is approved by the Shareholders.

No connected person (as defined in the Listing Rules) of the Company has notified the Company that he has a present intention to sell any Shares to the Company or its subsidiaries, or have undertaken not to do so, in the event that the Company is authorised to make repurchases of its own shares and the Repurchase Mandate is approved by Shareholders.

5. UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange that if they shall exercise the power of the Company to make repurchases pursuant to the Repurchase Resolution they will exercise the same in accordance with the Listing Rules, the laws of Bermuda and all applicable laws.

6. SHARE PRICES

The highest and lowest prices at which the Shares were traded on the Stock Exchange during each of the twelve months preceding the Latest Practicable Date were as follows :–

	Per Share
	Highest	Lowest
2003
May	0.64A	0.40A
June	0.72A	0.50A
July	0.86	0.47
August	0.88	0.75
September	0.83	0.56
October	0.78	0.53
November	1.14	0.66
December	0.95	0.80
2004
January	1.00	0.80
February	1.24	0.84
March	1.31	1.00
April (up to Latest Practicable Date)	1.41	0.83

A: adjusted pursuant to the capital reorganization of the Company became effective on 30th June 2003

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EXPLANATORY STATEMENT

APPENDIX

7. SHARE REPURCHASE MADE BY THE COMPANY

There have been no repurchases by the Company, or any of its subsidiaries, of any Shares in the six months immediately preceding the date of this circular (whether on the Stock Exchange or otherwise).

8. EFFECT OF THE TAKEOVER CODE

If as a result of the exercise of the power to repurchase Shares pursuant to the Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeover Code. Accordingly, a Shareholder or a group of Shareholders acting in concert could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeover Code.

As at the Latest Practicable Date, to the best of the knowledge and belief of the Company, Winspark Venture Limited (a company wholly beneficially owned by Mr. Chan Yuen Ming), together with its associates, holding 165,835,963 Shares which is approximately 58% of the issued share capital of the Company, was the only substantial shareholder holding more than 10% of the issued share capital of the Company. On the basis that no further Shares are issued or repurchased and in the event that the Directors should exercise in full power to purchase Shares under the Repurchase Mandate, the shareholding of Winspark Venture Limited, together with its associates, in the Company would be increased to approximately 64.4% of the issued share capital of the Company. The exercise of the Repurchase Mandate in full will not result in the number of shares of the Company held by the public falling below 25% of the total number of Shares in issue. The Directors have no present intention of exercising the Repurchase Mandate. The Directors are not aware of any consequences or implications which may arise under the Takeover Code as a result of any repurchases of Shares made under the Repurchase Mandate.

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