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Talent Property Group Limited Proxy Solicitation & Information Statement 2006

Oct 18, 2006

49450_rns_2006-10-18_829ed3d8-84a6-474b-9a1f-a8f999125fee.pdf

Proxy Solicitation & Information Statement

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Tomorrow International Holdings Limited

(incorporated in Bermuda with limited liability)

(Stock Code: 0760)

NOTICE OF THE SGM

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

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:

  1. A form of proxy for use at the meeting is enclosed herewith.

  2. 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.

  3. 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.

  4. 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).

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  1. 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.

  2. 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.

  3. 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.

Please also refer to the published version of this announcement in The Standard.

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