Talent Property Group Limited - Proxy Solicitation & Information Statement 2006

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 licensed securities dealer, 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 and the accompanying form of proxy to the purchaser, the transferee or to the bank, licensed securities dealer or other agent through whom the sale or the transfer was effected for transmission to the purchaser or the 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.

This circular is addressed to the shareholders of the Company for information in connection with the special general meeting of the Company to be held on 3 November 2006. This circular is not and does not constitute an offer of, nor is it intended to invite offers for, securities of the Company.

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TOMORROW INTERNATIONAL HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 0760)

CONNECTED TRANSACTION

PROPOSED GRANT OF OPTION TO A CONNECTED PERSON

Independent financial adviser to the Independent Board Committee and the Independent Shareholders

China Everbright Capital Limited

A letter from the Board is set out on pages 4 to 13 of this circular and a letter from the Independent Board Committee is set out on pages 14 to 15 of this circular. A letter from the Independent Financial Adviser containing its advice to the Independent Board Committee is set out on pages 16 to 27 of this circular.

A notice convening the SGM to be held at Unit 903-906, 9/F., Tower 1, Harbour Centre, 1 Hok Cheung Street, Hunghom, Kowloon, Hong Kong at 12:00 noon on 3 November 2006 is set out on pages 34 to 35 of this circular. A form of proxy is also enclosed. Whether or not you intend to attend and vote at the SGM in person, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, at 1712-1716, 17/F., Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, as soon as possible but in any event, not less than 48 hours before the time appointed for holding the SGM. Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM should you so wish.

18 October 2006

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Letter from the Independent Board Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
Letter from the Independent Financial Adviser . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16
Appendix – General information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	28
Notice of the SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	34

– i –

DEFINITIONS

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

“Announcement” the announcement of the Company dated 27 September 2006 relating to, among other things, the Transaction
“associate” has the meanings ascribed thereto in the Listing Rules
“Board” the board of directors of the Company
“Business Day” a day (other than Saturday and Sunday) on which banks in Hong Kong are generally open for banking business
“Company” Tomorrow International Holdings Limited, a company incorporated in Bermuda, the securities of which are listed on the Stock Exchange
“Director(s)” the director(s) of the Company
“First Call Option” the option granted by the Company to Winspark under which Winspark has the right but not the obligation to require the Company to issue 33,700,000 Option Shares to Winspark under the Option Agreement
“Group” the Company and its subsidiaries
“Hong Kong” the Hong Kong Special Administrative Region of the PRC
“HK$” Hong Kong dollar, the lawful currency of Hong Kong
“Independent Board Committee” an independent committee of the Board comprising Ng Wai Hung, Cheung Chung Leung, Richard and Wu Wang Li, being all the independent non-executive Directors, appointed to consider and make recommendations to the Independent Shareholders in relation to the Transaction
“Independent Financial Adviser” China Everbright Capital Limited, a licensed corporation within the meaning of the SFO for carrying on types 1, 4 and 6 regulated activities under the SFO and the independent financial adviser to the Independent Board Committee and the Independent Shareholders
“Independent Shareholders” the Shareholders (other than Winspark and its associates)

– 1 –

DEFINITIONS

“Independent Third Party” an independent third party not connected with the Company or any of its subsidiaries or any of their respective directors, chief executive or substantial shareholders or any of their respective associates
“Latest Practicable Date” 17 October 2006, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained herein
“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange
“Pan-China” Pan-China International Holdings Limited, a company incorporated in Hong Kong, is an investment company and an Independent Third Party
“Options” First Call Option and Second Call Option
“Option Agreement” the option agreement dated 22 September, 2006 made between the Company and Winspark in connection with the grant of the Options
“Option Period” the period commencing on the first anniversary of the grant of the Option and ending on the 10th Business Day thereafter (both days inclusive)
“Option Shares” 33,700,000 new Shares, which represents approximately 14.99% of the existing issued share capital of the Company and approximately 13.04% of the Company’s issued share capital as enlarged by the issue of the Option Shares
“Payment Date” the 300th day from the date of the Sale and Purchase Agreement
“Sale and Purchase Agreement”
the sale and purchase agreement dated 22 September, 2006 made between Winspark as vendor and Pan-China as purchaser in connection with the sale of 33,700,000 Shares
“Second Call Option”
the option granted by Winspark to the Company under which the Company has the right to require Winspark to subscribe 33,700,000 Option Shares under the Option Agreement
“SGM”
the special general meeting of the Company to be convened and held for the purpose of considering and, if thought fit, approving the Transaction

– 2 –

DEFINITIONS

“Shares” ordinary shares of HK$0.04 each in the share capital of the Company “Shareholder(s)” holder(s) of the Shares “Stock Exchange” The Stock Exchange of Hong Kong Limited “Transaction” the Option Agreement and the transactions contemplated thereunder “Winspark” Winspark Venture Limited, a company incorporated in the British Virgin Islands and wholly and beneficially owned by Mr. Chan Yuen Ming, is an investment company and a substantial Shareholder “%” per cent.

– 3 –

LETTER FROM THE BOARD

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TOMORROW INTERNATIONAL HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 0760)

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

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

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

Principal place of business in Hong Kong: 27th Floor, Henley Building 5 Queen’s Road Central Hong Kong

18 October 2006

To the Shareholders

Dear Sir or Madam,

CONNECTED TRANSACTION PROPOSED GRANT OF OPTION TO A CONNECTED PERSON

INTRODUCTION

Reference is made to the announcement of the Company dated 27 September 2006.

It was announced on 27 September 2006 that the Company has entered into a conditional Option Agreement with Winspark pursuant to which (1) the Company has agreed to grant to Winspark the First Call Option under which Winspark has the right but not the obligation to require the Company to issue 33,700,000 Option Shares to Winspark or as it may direct at the subscription price of HK$4.50 per Share; and (2) Winspark has agreed to grant to the Company the Second Call Option under which the Company has the right but not the obligation to require Winspark to subscribe 33,700,000 Option Shares at the subscription price of HK$4.50 per Share. Upon exercise of the First Call Option or the Second Call Option, the other call option shall automatically lapse and cease to be of any further effect.

As Winspark is a substantial Shareholder, the Option Agreement and the transactions contemplated thereunder constitute connected transactions for the Company under Chapter 14A of the Listing Rules and are subject to approval of the Independent Shareholders at the SGM at which Winspark and its associates will be abstained from voting.

– 4 –

LETTER FROM THE BOARD

The estimated net proceeds arising from the exercise of either of the Options are intended to be applied for future investments when suitable opportunities arise and for general working capital purpose.

The SGM will be convened and held to approve the Transaction. The Independent Board Committee has been formed to consider the terms of the Transaction and Independent Financial Adviser has been appointed to advise the Independent Board Committee and the Independent Shareholders regarding the terms of the Transaction.

The purpose of this circular is:

(i) to provide the Shareholders with details of the Transaction;
(ii) to set out the opinion of the Independent Financial Adviser in respect of the terms of the Transaction;
(iii) to set out the recommendation of the Independent Board Committee in respect of the terms of the Transaction; and
(iv) to give you notice of the SGM to consider and, if thought fit, to approve the Transaction.

THE OPTION AGREEMENT

Date: 22 September, 2006

Grantor: The Company (in the case of First Call Option) Winspark (in the case of Second Call Option)

Grantee: Winspark (in the case of the First Call Option) The Company (in the case of Second Call Option)

Options agreed to be (1) The Company has agreed to grant to Winspark the First granted: Call Option under which Winspark has the right but not the obligation to require the Company to issue 33,700,000 Option Shares to Winspark or as it may direct at the subscription price of HK$4.50 during the Option Period; and
(2) Winspark has agreed to grant to the Company the Second Call Option under which the Company has the right but not the obligation to require Winspark to subscribe 33,700,000 Option Shares at the subscription price of HK$4.50 during the Option Period.

– 5 –

LETTER FROM THE BOARD

The Options were granted in consideration of the mutual covenants between Winspark and the Company that each has agreed to grant to the other an option in relation to the Option Shares and no cash consideration will be paid by either party for obtaining the Options.

The First Call Option is used to facilitate the Sale and Purchase Agreement by allowing Winspark to top-up the same number of Shares transferred by it to Pan-China as described in the paragraph headed “Reasons for the grant of Options” in this circular. The Second Call Option will be granted in favour of the Company to provide the Company with added protection of requiring Winspark to subscribe the Option Shares in the event that Winspark does not exercise the First Call Option and it is not a further option to the First Call Option. The Company shall exercise the Second Call Option in the event that Winspark does not exercise the First Call Option.

Upon exercise of either the First Call Option or the Second Call Option, the other call option shall automatically lapse and cease to be of any further effect.

Subscription Price:

The price payable on the exercise of the Option is HK$4.50 per Option Share.

The Subscription Price of HK$4.50 per Share represents (i) a premium of approximately 233% to the closing price of HK$1.35 per Share as quoted on the Stock Exchange on 22 September 2006, the last trading day prior to the release of the Announcement, (ii) a premium of approximately 236% to the average closing price of HK$1.338 per Share as quoted on the Stock Exchange for the last 5 trading days immediately preceding the date of the Opinion Agreement, (iii) a premium of approximately 131% over the closing price of HK$1.95 per Share as quoted on the Stock Exchange on the Latest Practicable Date, and (iv) a premium of approximately 4.4% to the net asset value of HK$4.31 per Share as at 30 June 2006.

The Subscription Price was determined after arm’s length negotiation between Pan-China and the Company with reference to the price and net asset value of the Shares. It is the same as the selling price per Share under the Sale and Purchase Agreement and is payable by Winspark to the Company upon the exercise of either the First Call Option or the Second Call Option.

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LETTER FROM THE BOARD

The net Subscription Price per Shares is approximately HK$4.48 and the market value of the Option Shares is HK$45,495,000, based on the closing price of HK$1.35 per Share as quoted on the Stock Exchange on 22 September 2006, the last trading day prior to the release of the Announcement.

Given that the Subscription Price is at a premium to the closing price of HK$1.35 per Share as quoted on the Stock Exchange on 22 September 2006, the last trading day prior to the release of the Announcement, the Directors (including the independent non-executive Directors) consider that the Subscription Price to be fair and reasonable and in the best interests of the Company and the Shareholders as a whole.

Status of Option Shares:

The Shares to be issued under the Options will rank pari passu in all respect with all the other ordinary shares of the Company in issue as at the date of the exercise of the Options.

Transferability:

The rights under the Option Agreement are not capable of being assigned.

There is no specific term in the Option Agreement on the rights of the Grantees to participate in any distributions and/or offers of further Shares made by the Company.

If the Company is being liquidated for whatever reasons, the Options shall, to the extent that they have not been exercised, lapse and determine.

In the event of any alteration in the capital structure of the Company whilst any Options may become or remains exercisable, whether by way of capitalisation issue, rights issue, consolidation, reclassification, reconstruction, subdivision or reduction of share capital, or otherwise howsoever, such corresponding alterations (if any) shall be made in the number or nominal amount of shares subject to the Options so far as unexercised and/or the subscription price per share of each outstanding Option and/or the method of exercise of the Option as the auditors of the Company or an independent financial adviser shall certify in writing to the Board to be in their/his opinion fair and reasonable in compliance with the Listing Rules and/or such other requirement prescribed by the Stock Exchange from time to time.

Any such alterations will be made on the basis that a grantee shall have the same proportion of the issued share capital of the Company as that to which he was entitled to subscribe had he exercised all the options held by him immediately before such adjustments provided that no such alteration will be made the effect of which would be to enable a share to be issued at less than its nominal value. The issue of securities as consideration in a transaction is not to be regarded as a circumstance requiring any such alterations.

– 7 –

LETTER FROM THE BOARD

Conditions for the Option Agreement

The obligations of the Company and Winspark under the Option Agreement are conditional upon:

(1) the passing by the Independent Shareholders of an ordinary resolution approving the Option Agreement and the transactions contemplated thereunder;
(2) the Listing Committee of the Stock Exchange granting the approval of, and the permission to deal in, the Option Shares;
(3) all other required approvals and consents under all applicable legislation and regulatory codes and rules including the Listing Rules;
(4) completion of the Sale and Purchase Agreement; and
(5) the fulfillment of the payment obligation by Pan-China under the Sale and Purchase Agreement.

If the above conditions cannot be fulfilled on or prior to the commencement of the Option Period or such later date as may be agreed between the Company and Winspark, the Option Agreement shall terminate. The Company must seek the approval of the Stock Exchange for any alteration in the terms of the Option Agreement and further announcement in relation to such change will be made upon obtaining approval from the Stock Exchange.

The Options will not expire in less than one year and not more than five years from the date of issue or grant and will not be convertible into further rights to subscribe securities which expire less than one year or more than five years after the date of issue or grant of the original options.

The securities to be issued on exercise of the Options will not, when aggregate with all other equity securities which remain to be issued or exercise of any other subscription rights, if all such rights were immediately exercised, whether or not such exercise is permissible, exceed 20% of the issued equity capital of the Company at the time such options are issued. The Company currently has no options, warrants and similar rights to subscribe or purchase equity securities of the Company which are issued or granted on their own by the Company or any of its subsidiaries outstanding. The Options only represent approximately 14.99% of the existing issued share capital of the Company.

Payment of Subscription Price

Upon the exercise of either of the Options, Winspark shall pay to the Company the aggregate subscription price of HK$151,650,000 on or before the 7th Business Day after the date the Company or Winspark (as the case may be) shall issue a notice in writing pursuant to the exercise of the First Call Option or the Second Call Option (as the case may be).

– 8 –

LETTER FROM THE BOARD

USE OF PROCEEDS

The gross proceeds from the subscription of the Option Shares pursuant to the exercise of either of the Options will be HK$151,650,000. If one of the Options is exercised, the other option will lapse. The net proceeds arising from the subscription and exercise of either of the Options will be approximately HK$151,000,000 and are intended to be applied as to approximately HK$141,000,000 for future investments when suitable opportunities arise and as to approximately HK$10,000,000 for general working capital purpose. The Company currently has reviewed various investment projects and will focus in properties investment in China. As at the Latest Practicable Date, no discussion or negotiation relating to intended acquisitions is currently underway. The Company will make announcement in compliance with the Listing Rules if and when suitable investments have been identified and binding agreements have been entered into.

REASONS FOR THE GRANT OF OPTIONS

The Company intended to introduce Pan-China as a strategic investor to the Company. Pan-China is an investment company incorporated in Hong Kong, and is owned as to 70% by Pan-China Group (HK) Limited and as to 30% by Ace Channel Limited. Pan-China Group (HK) Limited is ultimately owned by (Pan-China Construction Group Limited) (the “ Pan-China Group ”). Ace Channel Limited is an investment holding company wholly owned by Mr. Gao Feng. Pan-China is the investment arm of the Pan-China Group in Hong Kong. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiry, Pan-China and its ultimate beneficial shareholders are Independent Third Parties. The ultimate controlling shareholders of Pan-China, namely the Pan-China Group, is a renowned company incorporated in the PRC and have in-depth professional knowledge, expertise and technical know-how in various disciplines in the construction and property development industry. The Pan-China Group is primarily engaged in infrastructure, realty investments, design, project supervision, engineering, constructions and decoration businesses. With the long-established and excellent business and social networks of the Pan-China Group throughout the major cities in China, the Company will benefit with quality investment opportunities in projects, which is expected to be primarily related to investments in residential and commercial properties, to be introduced by the Pan-China Group as a step for diversification, although the Group’s business is not interlinked with that of the Pan-China Group.

Pan-China can only pay the consideration for the Shares that it intends to acquire in 300 days and has requested deferred payment for Shares that it will acquire. As the Company is not permitted to issue unpaid Shares, at the request of the Company and to facilitate Pan-China to become a Shareholder so that the Company can benefit from the introduction of investment opportunities by Pan-China, Winspark has agreed to enter into the Sale and Purchase Agreement on 22 September, 2006 with Pan-China pursuant to which Winspark has agreed to sell 33,700,000 Shares to Pan-China at a total consideration of HK$151,650,000 with a deferred payment date on the 300th day from the date of the Sale and Purchase Agreement on the condition that the Company will grant the First Call Option to Winspark to top up such number of Shares as is equal to the number of Shares that Winspark would transfer to Pan-China at the same consideration as paid by Pan-China to Winspark. The First Call Option was granted to Winspark to ensure that Winspark could top

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LETTER FROM THE BOARD

up its shareholding in the Company after its transfer of 33,700,000 Shares to Pan-China and the Second Call Option was granted to provide the Company with added protection of requiring Winspark to subscribe for the Option Shares.

The Option Agreement and the Sale and Purchase Agreement are inter-conditional. Completion of the Sale and Purchase Agreement is conditional upon, among others, the approval of the grant of the First Call Option and the Second Call Option by the Independent Shareholders at a general meeting of the Company. As at the Latest Practicable Date, the Sale and Purchase Agreement and the payment obligation by Pan-China under the Sale and Purchase Agreement have not been completed.

The Option Agreement is conditional upon the performance of the payment obligation by Pan-China under the Sale and Purchase Agreement so that Winspark can apply the sale proceeds paid by Pan-China to subscribe the Option Shares.

The Company intends to invite a representative of Pan-China to join the Board.

The Directors have considered various means available to structure the deal (such as a straight issue of Shares to Winspark at the Payment Date) but consider that the grant of Option a more appropriate structure, as it offers more protection to the Company, in particular, to secure the subscription of the Option Shares by Winspark and compliance of payment obligation by Pan-China to the Company in the event of completion of the Sale and Purchase Agreement.

The Directors consider that the introduction of Pan-China as a shareholder and the entering of the Sale and Purchase Agreement by Winspark is beneficial to the Group, and that the terms of the Option Agreement, which were arrived at after arm’s length negotiation between the Company and Winspark, are fair and reasonable and are in the interests of the Company and the Shareholders as a whole. The subscription price under the Option Agreement is equivalent to the consideration to be paid by Pan-China to Winspark under the Sale and Purchase Agreement, which is made by reference to the net asset value of the Group.

BUSINESS OF THE GROUP

The principal activity of the Company is investment holding. The Group’s principal activities consist of the design, development, manufacture and sale of electronic products, manufacture and sale of printed circuit boards, trading and distribution of electronic components and parts, trading of listed equity investments and provision of loan financing.

– 10 –

LETTER FROM THE BOARD

IMPACT ON THE SHAREHOLDING STRUCTURE OF THE COMPANY

The effect on the shareholding structure of the Company upon completion of the Sale and Purchase Agreement and before and after the exercise in full of the subscription rights attaching to either of the Options are as follows:

			After completion of	After completion of	After completion of
			the Sale and Purchase	the Sale and	Purchase
			Agreement but before	Agreement	and the
	As at the Latest		the exercise in full of	exercise in	full of
	Practicable Date		either of the Options	either of the	Options
	No. of Shares	%	No. of Shares %	No. of Shares	%
Winspark	147,951,114	65.82	114,251,114 50.83	147,951,114	57.24
Pan-China	–	–	33,700,000 14.99	33,700,000	13.04
Directors (Note)	1,378,571	0.61	1,378,571 0.61	1,378,571	0.53
Public	75,438,516	33.57	75,438,516 33.57	75,438,516	29.19
Total	224,768,201	100.00	224,768,201 100.00	258,468,201	100.00

Note: Mr. Yau Tak Wah, Paul holds 200,000 Shares. Miss Louie Mei Po holds 1,178,571 Shares.

As at the date of the Latest Practicable Date, neither of the Options has been exercised and no Option Shares have been issued.

APPLICATION FOR LISTING

The Company will apply to the Listing Committee of the Stock Exchange for the listing of, the permission to deal in the Option Shares which may fall to be allotted and issued pursuant to the exercise of either of the Options.

CONNECTED TRANSACTION

As at the Latest Practicable Date, Winspark and its associates held in aggregate 147,951,114 Shares, representing approximately 65.82% of the total issued share capital of the Company. As Winspark is a substantial Shareholder, the Option Agreement and the transactions contemplated thereunder constitute connected transactions for the Company under Chapter 14A of the Listing Rules and are subject to approval of the Independent Shareholders. The Independent Board Committee has been formed to consider the terms of the Transaction and Independent Financial Adviser has been appointed to advise the Independent Board Committee and the Independent Shareholders regarding the terms of the Transaction.

The Directors (including the independent non-executive Directors) consider that the subscription under the Option Agreement and the exercise of the Options will increase the capital base of the Company and strengthen its financial position for future development of the business and operation of the Group. The Directors consider that the terms of the Option Agreement, which were arrived at after arm’s length negotiation between the Company and Winspark, are fair and reasonable and in the interests of the Company and the Independent Shareholders as a whole.

– 11 –

LETTER FROM THE BOARD

CAPITAL-RAISING ACTIVITIES DURING PAST 12 MONTHS

The Company announced on 8 March 2006 that it proposed to raise HK$173.4 million, before expenses, by issuing 357,585,805 Shares at an offer price of HK$0.485 per Share by way of an open offer (the “ Open Offer ”) on the basis of 5 offer shares for every 4 existing shares held issued with 5 bonus shares for every 7 fully-paid offer shares. The net proceed from the Open Offer in the amount of approximately HK$170,000,000 will be applied as to HK$160,000,000 on future investment projects and as to HK$10,000,000 on general working capital, which is in line with the use of proceeds as disclosed in the circular of the Company dated 28 April 2006. As at the Latest Practicable Date, the net proceed from the Open Offer was deposited in banks as time deposits.

Save for the Open Offer, the Company has not carried out any other capital raising activities during the 12 months immediately preceding the date of this circular.

SGM

The notice convening the SGM to be held at Unit 903-906, 9/F., Tower 1, Harbour Centre, 1 Hok Cheung Street, Hunghom, Kowloon, Hong Kong at 12:00 noon on 3 November 2006 at which an ordinary resolution will be proposed to approve the Option Agreement and the transaction contemplated therein is set out on pages 34 to 35 of this circular. The votes of the Shareholders to be taken at the SGM will be by poll where Winspark and its associates will abstain from voting.

An announcement will be made by the Company on the Business Day immediately following the conclusion of the SGM to inform the Shareholders and the public of the results of the SGM.

A form of proxy for use at the SGM is enclosed. Whether or not you intend to attend and vote at the SGM in person, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, at 1712 - 1716, 17/F., Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, as soon as possible but in any event, not less than 48 hours before the time appointed for holding the SGM. Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM should you so wish.

PROCEDURES FOR DEMANDING A POLL BY SHAREHOLDERS

Pursuant to Bye-law 66 of the Bye-laws, a resolution put to the vote at a general meeting shall be decided on a show of hands unless (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is demanded:

(a) by the chairman of the meeting; or

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LETTER FROM THE BOARD

(b) by at least three members present in person or, in case of a member being a corporation, by its duly authorized representative or by proxy for the time being entitled to vote at the meeting; or
(c) by any member or members present in person or, in case of a member being a corporation, by its duly authorized representative or by proxy and representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting; or
(d) by any member or members present in person or, in case of a member being a corporation, by its duly authorized representative or by proxy and holding Shares conferring a right to vote at the meeting, being Shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the Shares conferring that right; or
(e) if required by the rules of the designed stock exchange, by any Director or Directors who, individually or collectively, hold proxies in respect of shares representing five per cent. or more of the total voting rights at such meeting.

RECOMMENDATION

Your attention is drawn to the letter from the Independent Board Committee set out on pages 14 to 15 of this circular which contains its recommendation to the Independent Shareholders on the Transaction. Your attention is also drawn to the letter of advice received from the Independent Financial Adviser as set out on pages 16 to 27 of this circular which contains, amongst other matters, its advice to the Independent Board Committee in relation to the Transaction and the principal factors and reasons considered by it in concluding its advice.

The Independent Board Committee, having taken into account the advice from the Independent Financial Adviser, considers that the terms of the Transaction are fair and reasonable and in the interests of the Company and the Independent Shareholders as a whole. Accordingly, the Independent Board Committee recommends the Independent Shareholders to vote in favour of the ordinary resolutions to be proposed at the SGM to approve the Transaction.

FURTHER INFORMATION

Your attention is also drawn to the general information set out in the appendix of this circular.

Yours faithfully, By Order of the Board TOMORROW INTERNATIONAL HOLDINGS LIMITED Yau Tak Wah, Paul Chairman

– 13 –

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

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TOMORROW INTERNATIONAL HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 0760)

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

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

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

Principal place of business in Hong Kong: 27th Floor, Henley Building 5 Queen’s Road Central Hong Kong

18 October 2006

To the Shareholders

Dear Sir or Madam,

CONNECTED TRANSACTION PROPOSED GRANT OF OPTION TO A CONNECTED PERSON

We refer to the circular of the Company to the Shareholders dated 18 October 2006 (the “ Circular ”), in which this letter forms a part. Unless the context requires otherwise, capitalised terms used in this letter will have the same meanings as given to them in the section headed “Definitions” of the Circular.

We have been appointed by the Board as the Independent Board Committee to advise the Independent Shareholders on whether the terms of the Option Agreement and the transactions contemplated thereunder are fair and reasonable so far as the Independent Shareholders are concerned.

We wish to draw your attention to the letter of advice from the Independent Financial Adviser as set out on pages 16 to 27 of the Circular and the letter from the Board as set out on pages 4 to 13 of the Circular.

– 14 –

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

Having considered, among other matters, the factors and reasons considered by, and the opinion of the Independent Financial Adviser as stated in its letter of advice, we consider that the terms of the Option Agreement and the transactions contemplated thereunder are fair and reasonable so far as the Independent Shareholders are concerned and accordingly recommend the Independent Shareholders to vote in favour of the ordinary resolution in relation to the Transaction to be proposed at the SGM.

Yours faithfully, The Independent Board Committee of TOMORROW INTERNATIONAL HOLDINGS LIMITED Ng Wai Hung Cheung Chung Leung, Richard Wu Wang Li

Independent non-executive Directors

– 15 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Set out below is the text of the letter from China Everbright Capital Limited containing its opinion and recommendations to the Independent Board Committee and the Independent Shareholders regarding the grant of Options, which is prepared for the purpose of inclusion in this circular.

China Everbright Capital Limited

40/F., Far East Finance Centre 16 Harcourt Road Hong Kong

18 October 2006

To the Independent Board Committee and the Independent Shareholders of Tomorrow International Holdings Limited

Dear Sirs,

CONNECTED TRANSACTION PROPOSED GRANT OF OPTION TO A CONNECTED PERSON

INTRODUCTION

We refer to our appointment as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the terms of the Option Agreement, details of which are set out in the circular to the Shareholders dated 18 October 2006 (the “Circular”) of which this letter forms part. Unless otherwise defined herein, capitalised terms used in this letter shall have the same meanings as defined in the Circular.

On 22 September 2006, Winspark and Pan-China entered into a Sale and Purchase Agreement pursuant to which Winspark has conditionally agreed to sell and Pan-China has conditionally agreed to purchases 33,700,000 Shares. On the same date, Winspark and the Company entered into the Option Agreement pursuant to which (1) the Company has agreed to grant to Winspark the First Call Option under which Winspark has the right but not the obligation to require the Company to issue 33,700,000 Option Shares to Winspark or as it may direct at the subscription price of HK$4.5; and (2) Winspark has agreed to grant to the Company the Second Call Option under which the Company has the right but not the obligation to require Winspark to subscribe 33,700,000 Option Shares at the subscription price of HK$4.5. The Sales and Purchase Agreement and the Option Agreement are inter-conditional. As Winspark is a substantial shareholder of the Company, the entering into of the Option Agreement and the transactions contemplated thereunder between Winspark and the Company constitute connected transactions of the Company under the Listing Rules and are subject to the approval of the Independent Shareholders by way of poll at the SGM. Winspark and its associates will abstain from voting on the relevant resolution at the SGM.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The Independent Board Committee, comprising Messrs Ng Wai Hung, Cheung Chung Leung, Richard and Wu Wang Li has been established to advise the Independent Shareholders in respect of the terms of the Option Agreement. China Everbright Capital Limited has been appointed as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders whether the terms of the Option Agreement are fair and reasonable and as to whether the Option Agreement is in the interest of the Company and its Independent Shareholders as a whole.

In formulating our recommendation, we have respectively relied on the information, representations and opinions contained in the Circular and information provided to us by the Company, its Directors and management. We have assumed that all information, representations and opinions made or referred to in the Circular were true at the time they were made and will continue to be true, accurate and complete at the date of the SGM. We have also assume that all statements of belief, intention and opinion given and/or made by the Directors and management of the Company in the Circular were reasonably made after due enquiry. We have no reason to doubt the truth, accuracy and completeness of the information and representations provided to us by the Directors and management of the Company and have been advised by the Directors that no material facts have been omitted from the information provided and referred to in the Circular. We consider that we have been provided with, and we have reviewed, sufficient information which enables us to form a reasonable basis for our recommendation. We have not, however, conducted any form of in-depth investigation into the business affairs, financial position or future prospects of the Group nor have we carried out any independent verification of the information provided.

PRINCIPAL FACTORS CONSIDERED

In arriving at our recommendation in relation to terms of the Option Agreement, we have taken the following principal factors into consideration:

1. Background information on Pan-China

Pan-China is an investment company incorporated in Hong Kong, and is owned as to 70% by Pan-China Group (HK) Limited and as to 30% by Ace Channel Limited. Pan-China Group (HK) Limited is ultimately owned by (Pan-China Construction Group Limited) (the “Pan-China Group”) and Ace Channel Limited, which is an investment holding company wholly owned by Mr. Gao Feng.

Pan-China is an investment arm of the Pan-China Group. The ultimate controlling shareholders of Pan-China is Pan-China Group. According to information as set out in Pan-China Group’s website, Pan-China Group has more than 35 offices throughout the major cities in China and has employed more than 10,000 employees, 80% of which have academic credentials of junior college. It has more than 3,000 technical engineering personnel. At present, the group owns numerous types of qualifications and/or permits relating to the design and construction in the property development and construction sector. Pan-China Group has numerous projects that have received design or construction awards such as “State Highly Qualified Project” ( ), “The Luban Award on Chinese Construction Projects – State Highly Qualified Project” ( ( )), “Excellent Construction Decoration Project”

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

( ), “Housing Construction Project – the First Class of Construction Main Contract” ( ), “The First Class of Foundation and Base Construction Professional Contracting” ( ), “Construction Decoration Project – the First Class of Professional Contracting” ( ), Earth and Stone Works – the Second Class of Professional Contracting ( ), “The First Class of Construction Cost Consultancy” ( ), “The First Class of Geotechnical Works” ( ), etc. Pan-China Group is a renowned company incorporated in the PRC and have in-depth professional knowledge, expertise and technical know-how in various disciplines in the construction and property development industry. The Pan-China Group is primarily engaged in infrastructure, realty investments, design, project supervision, engineering, constructions and decoration businesses. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiry, the beneficial owner of Pan-China Group is Pan-China Engineering Company Limited and Pan-China and its ultimate beneficial shareholders are Independent Third Parties.

2. Reasons for and benefits of the entering into the Option Agreement

(a) Reasons for entering into the Option Agreement

The principally activities of the Group consist of design, development, manufacture and sale of electronic products, manufacture and sale of printed circuit boards, trading and distribution of electronic components and parts, trading of listed equity investments and provision of loan financing. According the Company’s interim report for the six months ended 30 June 2006, the Directors have been actively seeking new investment opportunities in order to diversify the business portfolio of the Group that would bring rewarding return to the shareholders as a whole. The Directors intended to introduce Pan-China as a strategic investor to the Company and the Directors realised that during the discussion between the Company and Pan-China, Pan-China has the intention to introduce property related investment opportunities, primarily related to investments in residential and commercial properties, to the Company, although no legal binding contracts between the Company and Pan-China has been signed regarding the introduction of investment opportunities by Pan-China. With the long-established and excellent business and social networks of the Pan-China Group throughout the major cities in China, the Company will benefit with investment opportunities in projects, which is expected to be primarily related to investments in residential and commercial properties, to be introduced by the Pan-China Group as a step for diversification. Having considered the factors above and that although the Company and Pan-China has not signed any legal binding contracts regarding the introduction of investment opportunities by Pan-China, Pan-China has indicated its intention to introduce investment opportunities to the Company. We are of the view that the entering of the Option Agreement by the Company is in the interest of the Company and the Shareholders as a whole.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

(b) To facilitate the subscription of Pan-China

The management of the Company realised that by introducing Pan-China, given that Pan-China has in-depth professional knowledge in the construction and property development industry in China and that Pan-China Group has excellent business and social networks throughout the major cities in China, as a strategic investor, the Group would be able to leverage on the projects and investment opportunities that could be introduced by Pan-China with a view to bring rewarding return, which is also coincides with the Company’s intention to seek new investment opportunities and to diversify its business portfolio.

Pan-China can only pay the consideration of the Shares that it intends to acquire from Winspark in 300 days and has requested deferred payment for the Shares that it will acquire. As the Company is not permitted to issue unpaid Shares, at the request of the Company, Winspark has agreed to enter into the Sale and Purchase Agreement on 22 September, 2006 with Pan-China to facilitating the subscription of Pan-China. Having considered the above factors and that having Winspark facilitating the subscription of Pan-China would enable the introduction of Pan-China to be a strategic investor of the Company, we are of the view that Winspark to facilitate the subscription of Pan-China is in the interest of the Company and Shareholders as a whole.

(c) Entering into the Option Agreement

The Directors had considered straight issue of Shares to Winspark at the Payment Date as alternative to the Company entering into the Option Agreement. By entering into the Option Agreement, the Company would take an active role to secure the subscription of the Option Shares by Winspark and ensure the compliance of payment obligation by Pan-China to the Company in the event of completion of the Sale and Purchase Agreement. Taking into account of the factors above, we consider that the entering of the Option Agreement is in the interest of the Company and Shareholders as a whole.

(d) Future investments when suitable opportunities arise

The net proceeds arising from the subscription and exercise of either of the Options will be approximately HK$151,000,000 and as to approximately HK$141,000,000 are intended to be used for future investments when suitable opportunities arise.

We have discussed with the management of the Company that, although the Company currently has reviewed various investment projects, there has yet to be projects identified for acquisitions or investments and that no discussion or negotiation relating to intended acquisitions is currently underway. The Company will make announcement in compliance with the Listing Rules if and when suitable investments have been identified and binding agreements have been

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

entered into. In addition, the Company has also considered that projects introduced by Pan-China will primarily related to investments in residential and commercial properties in China.

The Directors believe that the Company would consider, among other factors, the timing required to obtain the necessary investment funding when they make an investment decision and, thus, having the net proceeds on hand would provide the Company with the flexibility to make swift investment decision and be able to capture such investment opportunities as compared to raising the necessary funds when suitable investment opportunities are identified. Having considered the factors above, it is commercially viable for the Group that the use of the net proceeds when suitable investments opportunities arise is in the interest of the Company and Shareholders as a whole.

(e) Defer Payment Date of the Sale and Purchase Agreement

Since the Sale and Purchase Agreement is inter-conditional to the Option Agreement, the Directors had also considered the major terms of the Sales and Purchase Agreement, in particular the defer payment date, in which Pan-China can only pay the consideration for the Shares that it intends to acquire in 300 days and requested deferred payment for the said Shares. After considered that (i) the defer Payment Date is one of the terms of the Sale and Purchase Agreement and that if any of the terms are not fulfilled, the transaction can not be realised and, thus, the Company could not benefit from the introduction of investment opportunities by Pan-China; (ii) the background of the Pan-China Group and the Company could benefit from the investment opportunities to be introduced by Pan-China and (iii) premium of the subscription price in relation to the closing price to be paid by Pan-China, we are of the view that the defer Payment Date of the Sale and Purchase Agreement is in the interest of the Company and the Shareholders as a whole.

(f) Chapter 15 of the Listing Rules regarding the issue of options

As required under Chapter 15 of the Listing Rules, the Options will not expire in less than one year and not more than five years from the date of issue or grant and will not be convertible into further rights to subscribe securities which expire less than one year or more than five years after the date of issue or grant of the original options.

The Shares to be issued on exercise of either of the Options will not, when aggregate with all other equity securities which remain to be issued or exercise of any other subscription rights, if all such rights were immediately exercised, whether or not such exercise is permissible, exceed 20% of the issued equity capital of the Company at the time such options are issued. The Company currently has no options, warrants and similar rights to subscribe or purchase equity securities of the Company which are issued or granted on their own by the Company or any of its subsidiaries outstanding. The Options only represent approximately 14.99% of the existing issued share capital of the Company.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The Directors had considered the maximum number of Shares which could be issued on exercise of either of the Options. As there would only be the exercise of either of the Options and that the subscription price is fixed at HK$4.5 per Option Share, 33,700,000 Shares would be issued on the exercise of either of the Options. Taking into account of the above and that the number of Shares to be issued is fixed, we are of the view that the maximum number of securities which could be issued on exercise of either of the Options are in the interest of the Company and Shareholders as a whole.

The Directors had considered the rights of the Option holder on the liquidation of the issuer. According to the Option Agreement, if the Company is being liquidated for whatever reasons, the Options shall, to the extent that they have not been exercised, lapse and determine. As such, prior to the exercise of the either of the Options, Winspark would not have any right on the liquidation of the Company. Having considered the above, we are of the view that the rights of the Option holder on liquidation of the issuer is in the interest of the Company and Shareholders as a whole.

The Directors had considered the arrangements for the variation in the subscription or subscription price or number of Shares to take account of alterations to the share capital of the Company. In the event of any alteration in the capital structure of the Company whilst any Options may become or remains exercisable, whether by way of capitalisation issue, rights issue, consolidation, reclassification, reconstruction, subdivision or reduction of share capital, or otherwise howsoever, any such alterations will be made on the basis that Winspark shall have the same proportion of the issued share capital of the Company as that to which he was entitled to subscribe had he exercised all the options held by him immediately before such adjustments. In view of the above, we considered that the arrangements for variation in the subscription or subscription price or number of Shares to take account of alterations to the share capital of the Company is in the interest of the Company and Shareholders as a whole.

3. Principal terms of the Option Agreement

The principal terms of the Option Agreement are set out in the letter of the board (“Letter of the Board”) as contained in the Circular. In particular, the Option Agreement is subject to, among other things, the performance of the payment obligation by Pan-China under the Sale and Purchase Agreement so that Winspark can apply the sale proceeds paid by Pan-China to subscribe the Option Shares.

The Subscription Price

In assessing the fairness and reasonableness of the Subscription Price, we have reviewed the subscription price per Option Share as compared to the prevailing market price and the net asset value of the Shares.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The subscription price of HK$4.5 per Option Share represents:

a premium of approximately 233% over the closing price of HK$1.35 per Share as quoted on the Stock Exchange on 22 September 2006 (the “Last Trading Day”), the last trading day prior to the release of the Announcement;
a premium of approximately 236% over the average closing price of HK$1.338 per Share as quoted on the Stock Exchange for the last 5 trading days immediately preceding the date of the Option Agreement;
a premium of approximately 4.4% over the unaudited net asset value of HK$4.31 per Share as at 30 June 2006; and
a premium of approximately 131% over the closing price of HK$1.95 per Share as quoted on the Stock Exchange on the Latest Practicable Date.

The subscription price of HK$4.5 was based on arm’s length negotiations between the Company and Pan-China, with reference to the prevailing market prices and net asset value of the Shares. The Directors (including the independent non-executive Directors) consider that the subscription price is fair and reasonable and is in the best interest of the Company and the Shareholders as a whole. Taking into account that the subscription price per Option Share is trading premium to the prevailing market price and the net tangible asset per Share, we are of the view that the subscription price in favor of the Company and is in the interest of the Company and the Shareholders as a whole.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Comparing the Subscription Price to the prevailing market prices

The following chart sets out the daily closing prices of the Shares as quoted on the Stock Exchange for the year ended the Last Trading Day:

Share price performance

==> picture [376 x 238] intentionally omitted <==

----- Start of picture text -----

5
4.5
4
Subscription price of
3.5 HK$4.5 per Option Share
3
2.5
2
1.5
1
0.5
0
Date
Closing price per Share (HK$)
2005-09-22 2005-10-06 2005-10-20 2005-11-03 2005-11-17 2005-12-01 2005-12-15 2005-12-29 2006-01-12 2006-01-26 2006-02-09 2006-02-23 2006-03-09 2006-03-23 2006-04-06 2006-04-20 2006-05-04 2006-05-18 2006-06-01 2006-06-15 2006-06-29 2006-07-13 2006-07-27 2006-08-10 2006-08-24 2006-09-07 2006-09-21
----- End of picture text -----

Source: Bloomberg

As shown in the chart above, the closing prices of the Shares ranged from HK$1.3 to HK$3.153 and traded significantly below the subscription price of HK$4.5 for the year ended the Last Trading Day.

To our best knowledge and based on the information from the Stock Exchange website, we have identified 11 companies listed on the Main board of the Stock Exchange engaged in Top-up Placing during the period from 29 June 2006 to the Last Practicable Date (the “Comparable Companies”) for comparison and analysis purpose. The reason for such analysis of top up placing is because we are of the view that the entering of the Sales and Purchase Agreement and Option Agreement is essentially a top up placing and, as such, we are of the view that top up placing is a directly comparable to the Sales and Purchase Agreement and Option Agreement entered herein as both have similar structure. We are also of the view that business nature do not have effect on the placing price against the closing price in companies engaging in top up placing and, as such, the Comparable Companies are directly comparable to the Company even though the business natures of the Comparable Companies are different from that of the Company. The premium or discount of the placing price to their respective closing price prior to the announcements for the Comparable Companies are summarised as follows:

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

					Placing	price
					as a discount/
					(premium) to
			Closing price		closing price of
			of shares on		shares on the
				the last	last trading
			trading day		day prior to
	Date of	Placing	prior to the		announcement
Company name (stock code)	announcement	price	announcement			(%)
Genesis Energy Holdings
Limited (702)	29-Aug-06	0.04		0.045		11.11
business nature: operates transportation and storage and facilities for crude				oil in China
Hualing Holdings Limited (382)	15-Aug-06	0.13		0.142		8.45
business nature: manufactures and markets household		electrical appliances
Sino Katalytics Investments
Corporation (2324)	9-Aug-06	0.40		0.43		6.98
business nature: invest in listed and unlisted companies with listing potential in Hong Kong and						PRC
China Chengtong Development
Group Limited (217)	8-Aug-06	0.30		0.335		10.45
business nature: trades goods, leases properties, and invests in cement business in China
REXCAPITAL Financial
Holdings Limited (555)	3-Aug-06	0.35		0.375		6.67
business nature: provides financial services
Jolimark Holdings Limited
(2028)	31-Jul-06	1.34		1.36		1.47
business nature: manufactures and sells business and tax control equipment and other electronic
equipment
Cheuk Nang (Holdings) Limited
(131)	28-Jul-06	4.00		4.45		10.11
business nature: invests and develops properties in Hong Kong and Malaysia and also provides
property management services and mortgage lending services.
Climax International Company
Limited (439)	17-Jul-06	0.21		0.225		6.67
business nature: manufactures and distributes OEM (Original Equipment Manufacturing), paper
products, and house brand and agency products.
New Smart Holdings Limited
(91)	3-Jul-06	0.45		0.495		9.09
business nature: invests in and develops properties and also designs and distributes electronic
components.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

					Placing price
					as a discount/
					(premium) to
			Closing	price	closing price of
			of shares on		shares on the
			the last		last trading
			trading day		day prior to
	Date of	Placing	prior	to the	announcement
Company name (stock code)	announcement	price	announcement		(%)
China Flavors and Fragrances
Company Limited (3318)	3-Jul-06	3.15		3.675	14.29
business nature: researches, develops, manufactures, and markets			flavours and fragrances.
Le Saunda Holdings Limited
(738)	29-Jun-06	1.10		1.2	8.33
business nature: manufactures and sells shoes and also		develops properties.

The discounts to the closing prices on the last trading days prior to the dates of the announcements in relation to the Comparable Companies range from approximately 1.47% to 14.29% with an average of 8.51%. The subscription price of HK$4.5 is at premium of approximately 233% and approximately 131% to the closing price at the Last Trading Day and the Latest Practicable Date, which is in favor of the Company and is in the interest of the Company and its Shareholders as a whole.

Comparing the Subscription Price to consolidated net asset value

As the Subscription Price represents a premium of approximately (i) 4.4% over the unaudited net asset value of HK$4.31 per Share as at 30 June 2006; and (ii) 60.7% over the audited consolidated net asset value of HK$2.78 per Share as at 31 December 2005, we are of the view that it is fair and reasonable for the Company and its Shareholders as a whole.

As a summary, based on our analysis, the subscription price per Option Share against the closing price on the Last Trading Day is at premium to the prevailing market prices for the year ended the Last Trading Day and at premium as compared to discounts in placing prices in reference to the closing prices prior to the announcement on the Top Up Placings for the respective Comparables Companies. In addition, the subscription price per Option Share is also at premium as compared to the net asset value of the Shares. Taking into account of the above, we are of the view that the terms of subscription price in the Option Agreement is fair and reasonable for the Company and its Shareholders as a whole.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Financial effects of the Option Agreement on the Group

(i) Working capital

The net proceeds from the subscription of the Option Shares pursuant to the exercise of either of the Options will be approximately HK$151,000,000, of which, approximately HK$141,000,000 will be used for future investments and approximately HK$10,000,000 will be used as general working capital of the Group. As HK$10,000,000 of the net proceeds will be used as general working capital, the exercise of either of the Options will improve the working capital of the Group by approximately HK$10,000,000. We are of the view that the additional working capital to the Group is in the interest of the Company and the Shareholders as a whole.

(ii) Net tangible asset value

As at 31 December 2005, the Group’s net asset value was HK$796,196,000. The net proceeds from the subscription of the Option Shares pursuant to the exercise of either of the Options will be approximately HK$151,000,000. The net proceeds will improve the net asset base of the Group by approximately HK$151,000,000. We are of the view that the above-mentioned increment in net asset value base is in the interest to the Company and the Shareholders as a whole.

(iii) Dilution of shareholding

In the event that the Sale and Purchase Agreement is completed and either of the Options is exercised in full, the shareholding interests of Independent Shareholders’ in the Company will be diluted from approximately 33.57% to approximately 29.19%. Having considered the overall positive impact from the improvement in net asset base of the Group and that the Group could benefit from the investment opportunities to be introduced by Pan-China, we consider such dilution is justifiable and is in the interest of the Company and the Shareholders as a whole.

Conclusion

In summary, we would like to set out below the following key factors in arriving at out opinion:

The subscription price under the Option Agreement is fair and reasonable to the Company and its Shareholders as a whole.
Among the net proceeds of the Option Shares, approximately HK$141,000,000 will be used for future investments. The introduction of Pan-China as strategic Shareholder enables the Group to benefit from the potential investment opportunities to be introduced by Pan-China with a view to bring rewarding return to the Shareholders as a whole.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Having considered the above principal factors and reasons, we are of the opinion that the terms of the Option Agreement are fair and reasonable so far as the Company and the Independent Shareholders are concerned and that the Option Agreement is in the interests of the Company and the Shareholders as a whole. Accordingly, we advise the Independent Board Committee to recommend the Independent Shareholders to vote in favor of the relevant resolution to approve the Option Agreement and the transactions contemplated thereunder as set out in the notice of the SGM.

Yours faithfully, For and on behalf of CHINA EVERBRIGHT CAPITAL LIMITED Jacky Ho Managing Director

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GENERAL INFORMATION

APPENDIX

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 with regard to the Company 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.

2. SHARE CAPITAL

As at the Latest Practicable Date, the authorised and issued share capital of the Company was as follows:

Authorised share capital	HK$
12,500,000,000 Shares	500,000,000
Issued and fully paid or credited as fully paid Shares:
224,768,201 Shares	8,990,728

All the existing issued Shares rank pari passu in all respects including all rights as to dividends voting and return of capital.

3. DISCLOSURE OF INTERESTS

(a) Directors’ interests and short positions in the shares, underlying shares and debentures of the Company and its associated corporations

As at the Latest Practicable Date, the Directors and the chief executive of the Company and their respective associates had the following interests and short positions in the shares, underlying shares and debentures of the Company and its associated corporations (within the meaning of Part XV of the SFO) which had to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which he/she was taken or deemed to have under such provisions of the SFO) or which were required, pursuant to Section 352 of the SFO, to be entered in the register of the Company referred to therein or which were required, pursuant to Part XV of the SFO or the Model Code for Securities Transactions by Directors of Listed Companies contained in the Listing Rules, to be notified to the Company and the Stock Exchange:

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GENERAL INFORMATION

APPENDIX

(b) Interests and short positions in the Shares, underlying Shares and debentures of the Company

Long positions in the Shares:

	Number of Shares
	beneficially held and	Approximate
	nature of interest	percentage of total
Name of Director	Personal	shareholding
		(%)
Mr. Yau Tak Wah, Paul	200,000	0.09
Ms. Louie Mei Po	1,178,571	0.52

Save as disclosed above, as at the Latest Practicable Date, none of the directors or chief executive of the Company had any interests or short positions in any shares, underlying shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which are required (a) to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short positions which they are taken or deemed, to have such provisions of the SFO); (b) pursuant to Section 352 of the SFO, to be entered in the register referred to therein; or (c) pursuant to the Model Code for Securities Transactions by Directors of Listed Companies in the Listing Rules relating to securities transactions by directors to be notified to the Company and the Stock Exchange.

4. SUBSTANTIAL SHAREHOLDER INTERESTS

As at the Latest Practicable Date, so far as is known to, or can be ascertained after reasonable enquiry by, the Directors, the following persons (other than the Directors or the chief executive of the Company) had an interest or short position in the Shares or underlying Shares which would fall to be disclosed to the Company and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO:

(i) Long positions in the Shares:

		Approximate
	Number of	percentage of total
Name of Substantial Shareholder	Shares held	shareholding
		(%)
Winspark Venture Limited (Note 1)	215,351,114	95.81
		(Note 2)
Mr. Chan Yuen Ming (Note 3)	215,351,114	95.81
		(Note 2)
Pan-China Construction Group Limited	33,700,000	14.99

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GENERAL INFORMATION

APPENDIX

(ii) Short positions in the Shares:

		Approximate
	Number of	percentage of total
Name of Substantial Shareholder	Shares held	shareholding
		(%)
Winspark Venture Limited (Note 1)	33,700,000	14.99
Mr. Chan Yuen Ming (Note 3)	33,700,000	14.99

Notes:

(1) The entire issued share capital of Winspark Venture Limited is beneficially wholly owned by Mr. Chan Yuen Ming.
(2) The interests include (i) the 147,951,114 Shares held by Winspark as at the Latest Practicable Date, (ii) the rights to 33,700,000 Option Shares under the First Call Option, and (iii) the rights to 33,700,000 Shares held by the Pan-China Group under a call option granted by the Pan-China Group to Winspark pursuant to which Winspark may require the Pan-China Group to transfer such Shares held by it to Winspark in case of default of payment under the Sale and Purchase Agreement.
(3) Mr. Chan Yuen Ming wholly and beneficially owns Winspark Venture Limited. Mr. Chan is therefore deemed to be interested in the Shares under the provisions of Divisions 2 and 3 of Part XV of the SFO.
(iii) Long positions in the shares of other members of the Group:

			Approximate
		percentage of total
		issued share capital
			or the total
		registered capital of
	Name of substantial		the respective
Name of subsidiary	shareholder		subsidiary
			(%)
Electronics Tomorrow	Limbrick Investment		26
Manufactory Inc.	Limited
Allied Success Inc.	Prime Star Industries		12
	Limited
Dongguan Yifu Circuit Board	Wanjiang Development		16.37
Factory
Profitown Investment	Swank International		70
Corporation	Manufacturing Co. Ltd.

Save as disclosed above, as at the Latest Practicable Date, the Directors or chief executive of the Company were not aware of any other person (other than Directors or chief executive of the Company) who has an interest or short positions in the Shares or underlying

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GENERAL INFORMATION

APPENDIX

shares of the Company or any option in relation thereto which would fall to be disclosed to the Company under Divisions 2 and 3 of Part XV of the SFO or which were required, pursuant to section 336 of Part XV of the SFO, to be entered in the register referred to therein, or who is interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meeting of any other member of the Group.

5. SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors has entered into any service contracts with the Company or any of its subsidiaries or associated companies, excluding contracts expiring within one year without payment of compensation other than statutory compensation.

6. LITIGATION

On 11 July 2005, Moulin Global Eyecare Holdings Limited (in provisional liquidation) (“Moulin”) brought an action in the High Court of Hong Kong against Active Base Limited, a wholly owned subsidiary of the Company, in respect of a loan agreement dated 24 February 2005 relating to a loan of HK$50 million (“Loan”) and a debenture executed by Moulin. Moulin is seeking for a declaration that the Loan and the debenture are invalid, unenforceable or otherwise not binding on itself and/or any liquidator. As at the Latest Practicable Date, the pleadings stage had been completed, the parties had made mutual discovery of their respective documents relating to the issues in the proceedings and witness statements were also exchanged. The parties have attended the first checklist hearing but are yet to apply for the court’s direction to set the case down for trial.

Save as disclosed above, as at the Latest Practicable Date, neither the Company nor any of its subsidiaries was engaged in any litigation or arbitration of material importance and no litigation or claim of material importance was known to the Directors to be pending or threatened by or against the Company or any of its subsidiaries.

7. MATERIAL ADVERSE CHANGE

Save as disclosed in this circular, the Directors are not aware of any material adverse change in the financial or trading position of the Group since 31 December 2005, the date to which the latest published audited accounts of the Company were made up.

8. QUALIFICATION AND CONSENT OF EXPERT

China Everbright Capital Limited has given and has not withdrawn its written consent to the issue of this circular with the inclusion of its letter and reference to its name in the form and context in which they appear.

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GENERAL INFORMATION

APPENDIX

The qualification of the expert who has provided its advice which is contained in this circular is as follows:

Name

Qualification

China Everbright A deemed licensed corporation under the SFO and engaged in Capital Limited types 1, 4 and 6 regulated activities.

Save as disclosed in this circular, China Everbright Capital Limited is not interested in any Share or share in any member of the Group nor does it have any right or option (whether legally enforceable or not) to subscribe for or nominate persons to subscribe for any Share or share in any member of the Group.

9. MISCELLANEOUS

(a) The registered office of the Company is located at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda and the principal place of business in Hong Kong of the Company is located at 27th Floor, Henley Building, 5 Queen’s Road Central, Hong Kong.
(b) The branch share registrar and transfer office of the Company in Hong Kong is Computershare Hong Kong Investor Services Limited located at 1712 - 1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong.
(c) The company secretary of the Company is Tam Wing Kin, a member of The Chartered Institute of Management Accountants, The Association of Chartered Certified Accountants and The Hong Kong Institute of Certified Public Accountants.
(d) In the event of inconsistency, the English text of this circular shall prevail over the Chinese text.

10. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection during normal business hours on any Business Day at the head office and principal place of business of the Company in Hong Kong at 27th Floor, Henley Building, 5 Queen’s Road Central, Hong Kong from the date of this circular up to and including the date of the SGM:

(a) the memorandum and articles of association of the Company;
(b) the annual reports of the Company for the two years ended 31 December 2004 and 31 December 2005;
(c) the letter of recommendation from the Independent Board Committee to the Independent Shareholders, the text of which is set out on pages 14 to 15 of this circular;

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GENERAL INFORMATION

APPENDIX

(d) the letter of advice from the Independent Financial Adviser to the Independent Board Committee, the text of which is set out on pages 16 to 27 in this circular;
(e) the written consent from the Independent Financial Adviser referred to in paragraph 8 of this Appendix; and
(f) the Option Agreement.

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NOTICE OF THE SGM

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TOMORROW INTERNATIONAL HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 0760)

NOTICE IS HEREBY GIVEN that a special general meeting of the shareholders of Tomorrow International Holdings Limited (the “ Company ”) will be held at Unit 903-906, 9/F., Tower 1, Harbour Centre 1 Hok Cheung Street, Hunghom, Kowloon, Hong Kong on 3 November 2006 at 12:00 noon for the purpose of considering and, if thought fit, passing the following resolution as an ordinary resolution of the Company:

ORDINARY RESOLUTION

“ That

(1) the conditional option agreement (the “ Option Agreement ”) dated 22 September 2006 entered into between the Company and Winspark Venture Limited (“ Winspark ”), a copy of which is tabled at the meeting and marked “A” and initialled by the chairman of the meeting for identification purpose, pursuant to which (i) the Company agrees to grant to Winspark the First Call Option (as defined in the Option Agreement) under which Winspark has the right but not the obligation to require the Company to issue 33,700,000 Option Shares to Winspark or as it may direct at the subscription price of HK$4.50; and (ii) Winspark agrees to grant to the Company the Second Call Option (as defined in the Option Agreement) under which the Company has the right but not the obligation to require Winspark to subscribe 33,700,000 Option Shares at the subscription price of HK$4.50, subject to and on the terms and conditions of the Option Agreement be and is hereby ratified, confirmed and approved; and
(2) any one director of the Company, or any two directors of the Company if the affixation of the common seal is necessary, be and is/are hereby authorised for and on behalf of the Company to execute all such other documents, instruments and agreements and to do all such acts or things deemed by him/them to be incidental to, ancillary to or in connection with the matters contemplated in and completion of the Option Agreement.”

By Order of the Board of

TOMORROW INTERNATIONAL HOLDINGS LIMITED Yau Tak Wah, Paul

Chairman

Hong Kong, 18 October 2006

– 34 –

NOTICE OF THE SGM

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

Principal place of business: 27/F., Henley Building 5 Queen’s Road Central Hong Kong

Notes:

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 appointor or of his/her attorney duly authorised in writing or, if the appointor is a corporation, either under its common seal or under the hand of any officer, attorney or other person authorised to sign the same.
Any member entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and, on a poll, vote instead of him/her. A proxy need not be a member of the Company.
In order to be valid, the 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 or authority, must be lodged at the offices of the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at 1712 - 1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not less than 48 hours before the time appointed for holding the meeting or any adjourned meeting thereof (as the case may be).
Completion and return of the form of proxy will not preclude members from attending and voting in person at the meeting or at any adjourned meeting thereof (as the case may be) should they so wish, and in such event, the form of proxy shall be deemed to be revoked.
Where there are joint registered holders of any share, any one of such joint holders may vote, either in person 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 are present at the meeting, whether in person or by proxy, the joint registered holder present whose name stands first on the register of members in respect of the share(s) shall be accepted to the exclusion of the votes of the other registered holders.
The resolution shall be voted by way of poll by Shareholders who are not interested or involved in the Transaction, being Shareholders other than Winspark and its associates.

– 35 –

AI assistant

Talent Property Group Limited — Proxy Solicitation & Information Statement 2006

49450_rns_2006-10-18_2b0ed6cf-edbd-4fb8-b73e-f0b32ee12889.pdf

TOMORROW INTERNATIONAL HOLDINGS LIMITED

CONNECTED TRANSACTION

PROPOSED GRANT OF OPTION TO A CONNECTED PERSON

China Everbright Capital Limited

CONTENTS

DEFINITIONS

DEFINITIONS

DEFINITIONS

TOMORROW INTERNATIONAL HOLDINGS LIMITED

(Stock Code: 0760)

CONNECTED TRANSACTION PROPOSED GRANT OF OPTION TO A CONNECTED PERSON

INTRODUCTION

THE OPTION AGREEMENT

LETTER FROM THE BOARD

LETTER FROM THE BOARD

Conditions for the Option Agreement

Payment of Subscription Price

USE OF PROCEEDS

REASONS FOR THE GRANT OF OPTIONS

LETTER FROM THE BOARD

BUSINESS OF THE GROUP

IMPACT ON THE SHAREHOLDING STRUCTURE OF THE COMPANY

APPLICATION FOR LISTING

CONNECTED TRANSACTION

CAPITAL-RAISING ACTIVITIES DURING PAST 12 MONTHS

SGM

PROCEDURES FOR DEMANDING A POLL BY SHAREHOLDERS

RECOMMENDATION

FURTHER INFORMATION

TOMORROW INTERNATIONAL HOLDINGS LIMITED

(Stock Code: 0760)

CONNECTED TRANSACTION PROPOSED GRANT OF OPTION TO A CONNECTED PERSON

Yours faithfully, The Independent Board Committee of TOMORROW INTERNATIONAL HOLDINGS LIMITED Ng Wai Hung Cheung Chung Leung, Richard Wu Wang Li

China Everbright Capital Limited

CONNECTED TRANSACTION PROPOSED GRANT OF OPTION TO A CONNECTED PERSON

INTRODUCTION

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

PRINCIPAL FACTORS CONSIDERED

1. Background information on Pan-China

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

2. Reasons for and benefits of the entering into the Option Agreement

(a) Reasons for entering into the Option Agreement

(b) To facilitate the subscription of Pan-China

(c) Entering into the Option Agreement

(d) Future investments when suitable opportunities arise

(e) Defer Payment Date of the Sale and Purchase Agreement

(f) Chapter 15 of the Listing Rules regarding the issue of options

3. Principal terms of the Option Agreement

The Subscription Price

Comparing the Subscription Price to the prevailing market prices

Share price performance

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Comparing the Subscription Price to consolidated net asset value

Financial effects of the Option Agreement on the Group

(i) Working capital

(ii) Net tangible asset value

(iii) Dilution of shareholding

Conclusion

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

1. RESPONSIBILITY STATEMENT

2. SHARE CAPITAL

3. DISCLOSURE OF INTERESTS

4. SUBSTANTIAL SHAREHOLDER INTERESTS

APPENDIX

5. SERVICE CONTRACTS

6. LITIGATION

7. MATERIAL ADVERSE CHANGE

8. QUALIFICATION AND CONSENT OF EXPERT

Name

Qualification

9. MISCELLANEOUS

10. DOCUMENTS AVAILABLE FOR INSPECTION

NOTICE OF THE SGM

TOMORROW INTERNATIONAL HOLDINGS LIMITED

(Stock Code: 0760)

ORDINARY RESOLUTION

“ That

Talent Property Group Limited Proxy Solicitation & Information Statement 2006