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Talent Property Group Limited Proxy Solicitation & Information Statement 2005

Apr 28, 2005

49450_rns_2005-04-28_d3306fbc-534c-4a9f-a19f-e5af2050cd7d.pdf

Proxy Solicitation & Information Statement

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==> picture [77 x 46] intentionally omitted <==

TOMORROW INTERNATIONAL HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

PROXY FORM FOR THE ANNUAL GENERAL MEETING TO BE HELD ON MONDAY, 30TH MAY, 2005 (OR ANY ADJOURNMENT THEREOF)

I/We [(Note 1)]

of

being the registered holder(s) of [(Note 2)] shares of HK$0.01 each in the capital of Tomorrow International Holdings Limited (the “Company”) HEREBY APPOINT [(Note 3)] the Chairman of the Company or of

as my/or proxy to act for me/us at the Annual General Meeting of the Company (or any adjournment thereof) to be held at Unit 903-906, 9th Floor, Tower 1, Harbour Centre, 1 Hok Cheung Street, Hung Hom, Kowloon, Hong Kong on Monday, [30] [May], 2005 at [12:00 noon] and at the said meeting (or at any adjournment thereof) to vote for me/us and in my/our name(s) as hereunder indicated or, if no such indication is given, as may/our proxy thinks fit. [(Note 4)]

ResolutionNo Brief description of Resolution For(Note 4) Against(Note 4)
Ordinary Resolutions
1. To receive and consider the audited financial statements and the reports ofthe directors and auditors for the year ended 31 December 2004.
2. (a)To re-elect Ms. Wong Shin Ling, Irene as a director.(b)To re-elect Mr. Cheung Chung Leung, Richard as a director.(c)To authorise the board of directors to fix the directors’ remuneration.
3. To appoint CCIF CPA Limited as auditors of the Company and authorise theboard of directors to fix their remuneration.
4*. (a)To grant a general mandate to the board of directors to allot, issue anddeal with additional shares of HK$0.01 in the Company and to makeor grant offers, agreements and options which might require theexercise of such powers, not exceeding 20 per cent. of the aggregatenominal amount of the share capital of the Company in issue on thedate of the passing of this resolution.(b)To grant a general mandate to the board of directors to repurchaseissued shares in the capital of the Company not exceeding 10 per cent.of the aggregate nominal amount of the share capital of the Companyin issue on the date of the passing of this resolution.(c)Conditional on the passing of Resolution 4(a) and 4(b), to authorisethe board of directors to exercise the powers to allot, issue andotherwise deal with shares of the Company under Resolution 4(a) bythe addition thereto of any shares repurchased by the Company underResolution 4(b).
Ordinary Resolution
5. To transact any other business of the Company.

Dated this day of 2005 Signature [(Note 5, 6 and 7)] :

Notes:

  1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS .

  2. Please insert the number of shares in which the proxy relates registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all shares in the Company registered in your name(s).

  3. If any proxy other than the Chairman of the meeting is preferred, strike out the words “the Chairman of the meeting” and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MARK TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

  4. IMPORTANT : IF YOU WISH TO VOTE FOR ANY RESOLUTION, TICK IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK IN THE BOX MARKED “AGAINST”. Failure to tick either box will entitle your proxy to cast your vote at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.

  5. You are requested to lodge this form of proxy together with the power of attorney (if any) or other authority (if any) under which it is signed or a notarially certified copy thereof, at the head office and principal place of business of the Company at 27th Floor, Henley Building, 5 Queen’s Road Central, Hong Kong as soon as possible and in any event not less that 48 hours before the time appointed for the holding of the meeting (or any adjournment thereof).

  6. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either under its common seal or under the hand of an officer or attorney duly authorised.

  7. In the case of joint holders of any share, anyone of such persons may vote at the said meeting, either personally or by proxy. In respect of such share as if he/she was solely entitled thereto, but if more than one of such joint holders is present at the said meeting, personally or by proxy, then one of the said persons so present whose name stands first on the register in respect of such share shall alone be entitled to vote in respect thereof.

  8. A proxy need not be a member of the Company but must attend the meeting in person to represent you.

  • The full text of the resolution is set out in the notice of the Annual General Meeting.