Talent Property Group Limited — Proxy Solicitation & Information Statement 2007

Sep 4, 2007

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 a licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

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

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

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TOMORROW INTERNATIONAL HOLDINGS LIMITED ����������

(Incorporated in Bermuda with limited liability)

(Stock Code: 760)

DISCLOSEABLE TRANSACTION DISPOSAL OF CONVERTIBLE BONDS

5 September 2007

CONTENTS

		Page
Definitions	......................................................................................................................................	1
Letter from the Board
1.	Introduction ................................................................................................................	3
2.	The Transaction..........................................................................................................	4
3.	Information of the Transferee....................................................................................	4
4.	Information of the Convertible Bonds ......................................................................	4
5.	Reasons for the Transaction ......................................................................................	5
6.	General Information...................................................................................................	5
7.	Financial Effect of the Transaction ...........................................................................	5
8.	Additional information ..............................................................................................	5
Appendix — General information..............................................................................................		6

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DEFINITIONS

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

“Board”	the board of Directors
“Company”	Tomorrow International Holdings Limited, a company
	incorporated in Bermuda with limited liability, the shares of
	which are listed on the Stock Exchange
“Convertible Bonds”	the convertible bonds issued by an unlisted company with
	principal business in the PRC with an interest rate of 2.5% per
	annum due on 29 April 2010
“Director(s)”	the director(s) of the Company
“Group”	the Company and its subsidiaries
“Hong Kong”	Hong Kong Special Administrative Region of the PRC.
“Latest Practicable Date”	30 August 2007, being the latest practicable date prior to the
	printing of this circular for the purpose of ascertaining certain
	information for inclusion in this circular
“Listing Rules”	the Rules Governing the Listing of Securities on The Stock
	Exchange of Hong Kong Limited (as amended from time to
	time)
“PRC”	the People’s Republic of China
“SFO”	the Securities and Futures Ordinance (Chapter 571 of the Laws
	of Hong Kong)
“Share(s)”	ordinary share(s) of HK$0.004 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 transaction to sell the Convertible Bonds held by Connion
	Limited
“Transferee”	Gainday Investments Limited, a company incorporated in the
	British Virgin Islands

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DEFINITIONS

“Transferor” Connion Limited, a wholly-owned subsidiary of the Company “HK$” Hong Kong dollars, the lawful currency of Hong Kong “USD” United States dollar, the lawful currency of the United States of America and for the purpose of this circular, USD is translated into Hong Kong dollars at a fixed rate of HK$1.00 = USD7.78

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LETTER FROM THE BOARD

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TOMORROW INTERNATIONAL HOLDINGS LIMITED ����������

(Incorporated in Bermuda with limited liability)

(Stock Code: 760)

Executive Directors: Mr. Yau Tak Wah, Paul (Chairman) Ms. Louie Mei Po Ms. Wong Shin Ling, Irene Mr. Koo Hung Yuan Kevin Ms. Liu Yee Nee

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

Registered Office: Clarendon House 2 Church Street Hamilton HM11 Bermuda

Head Office and Principal Place of Business: 27th Floor Henley Building 5 Queen’s Road Central Hong Kong 5 September 2007

To the Shareholders

Dear Sir/Madam,

DISCLOSEABLE TRANSACTION DISPOSAL OF CONVERTIBLE BONDS

1. INTRODUCTION

The Board announced in its announcement dated on 15 August 2007, Connion Limited, a whollyowned subsidiary of the Company, had sold the Convertible Bonds at a consideration of HK$29,000,000. Upon completion of the Transaction, the Group expects to record a gain on disposal of approximately HK$17.3 million.

As one of the applicable percentage ratios (as set out in Rule 14.07 of the Listing Rules) exceed 5% but is less than 25%, the Transaction constitutes a discloseable transaction for the Company under Chapter 14 of the Listing Rules. The purpose of this circular is to provide Shareholders with further details of the Transaction.

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LETTER FROM THE BOARD

2. THE TRANSACTION

Date: 13 August 2007 Offered Securities: the Convertible Bonds with principal amount and carrying value as at the date of the announcement dated 15 August 2007 of USD1,505,595 (equivalent to approximately HK$11,713,529) Parties: (i) Transferor — Connion Limited (ii) Transferee — Gainday Investments Limited Offer price: HK$29,000,000 Terms and conditions: Completion with full cash payment on 13 August 2007

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, the Transferee and its ultimate beneficial owner are third parties independent of the Group and the connected persons of the Group. No transaction has taken place between the Transferee and the Group prior to the Transaction.

Upon completion of the Transaction, the Group expects to record a gain on disposal of approximately HK$17.3 million, being the difference between the offer price of HK$29,000,000 and the carrying value of USD1,505,595 (equivalent to approximately HK$11,713,529) of the Convertible Bonds. The Directors confirmed that the consideration of HK$29,000,000 has been received in cash as at the date of the announcement dated 15 August 2007.

The offer price has been determined after arm’s length negotiations between the parties with reference to the terms of the Convertible Bonds (the return for the investor shall be greater than a multiple of the initial investment within a certain period of time) and the prevailing market value of similar financial assets in the PRC.

The Directors considered that the terms of the Transaction are on normal commercial terms and fair and reasonable, and the Transaction is in the interest of the Group and the Shareholders as a whole.

3. INFORMATION OF THE TRANSFEREE

Gainday Investments Limited is a company incorporated in the British Virgin Islands. Its principal activity is investment holding.

4. INFORMATION OF THE CONVERTIBLE BONDS

The Convertible Bonds were issued by an unlisted company with principal business in the PRC with an interest rate of 2.5% per annum due on 29 April 2010 and were secured by the issued capital of the issuer on a pro rata basis.

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LETTER FROM THE BOARD

5. REASONS FOR THE TRANSACTION

As disclosed in the Group’s 2006 annual report, the principal activities of Connion Limited are securities investment and property holding. The Directors considered that the entering into the Transaction provided an opportunity for the Group to realize its investment in the Convertible Bonds.

6. GENERAL INFORMATION

The Group is principally engaged in the design, development, manufacture and sale of electronic products, the manufacture and sale of printed circuit boards, the trading and distribution of electronic components and parts, the trading of listed equity investments and the provision of loan financing.

7. FINANCIAL EFFECT OF THE TRANSACTION

For the two years ended 31 December 2006, being the two financial years immediately preceding the Transaction, the Company recorded interest of approximately USD13,612 (equivalent to approximately HK$106,175) and approximately USD37,640 (equivalent to approximately HK$293,591) respectively in relation to the Convertible Bonds.

The gain on disposal amounted to approximately HK$17.3 million, being the difference between the offer price of HK$29,000,000 and the carrying value of USD1,505,595 (equivalent to approximately HK$11,713,529) of the Convertible Bonds. As a result, the consolidated assets of the Company were increased by approximately HK$17.3 million after the Transaction, being the cash consideration received from the Transaction net carrying value of the Convertible Bonds. The Transaction will have no impact on the consolidated liabilities of the Company.

8. ADDITIONAL INFORMATION

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

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

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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 regards to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquires, that to the best of their knowledge and belief there are no other facts the omission of which would make any statement herein misleading.

2. DISCLOSURE OF INTEREST

As at the Latest Practicable Date, the interests of the Directors in any underlying Shares or debentures of, or has a short position in the relevant share capital of, the Company or any of its associated corporation (within the meaning of Part XV of the SFO) which (a) were 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 they were taken or deemed to have under such provision of the SFO); or (b) were required, pursuant to section 352 of the SFO, to be entered in the register referred to therein; or (c) were notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Companies, were as follows:

(a) DIRECTORS’ INTERESTS AND SHORT POSITIONS IN SHARES AND UNDERLYING SHARES

As at the Latest Practicable Date, the interests of the Directors in the share capital of the Company and its associated corporations were as follows:

	Number of	Percentage of
	ordinary	the Company’s
Director	shares held	issued share capital
Mr. Yau Tak Wah, Paul	2,000,000	0.09
Ms. Louie Mei Po	11,785,710	0.52
Ms. Wong Shin Ling, Irene	13,000,000	0.58

Save as disclosed above, none of the Directors had registered an interest or short position in the Shares, underlying Shares or debentures of the Company or any of its associated corporations that was required to be recorded pursuant to section 352 of the SFO, or as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Companies.

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GENERAL INFORMATION

APPENDIX

(b) SUBSTANTIAL SHAREHOLDERS’ AND OTHER PERSONS’ INTERESTS IN SHARES AND UNDERLYING SHARES

As at the Latest Practicable Date, the following persons (other than the directors or the chief executive of the Company) have ten per cent or more interest of the nominal value of the Company’s issued share capital 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:

		Number of	Percentage of
		ordinary shares	the Company’s
Name	Note	Held	issued share capital
Winspark Venture Limited	1	1,437,411,140	63.95

Note:

(1) The entire issued share capital of Winspark Venture Limited is directly, beneficially and wholly owned by Mr. Chan Yuen Ming.

4. LITIGATION

As at the Latest Practicable Date, no member of the Group was engaged in any litigation or arbitration of material importance and no litigation or claim of material importance known to the Directors to be pending or threatened against any member of the Group.

5. DIRECTORS’ INTERESTS IN COMPETING BUSINESS

As at the Latest Practicable Date, none of the Directors and their respective associates were considered to have interests in businesses apart from the Group’s businesses which compete, or are likely to compete, either directly or indirectly, with the businesses of the Group pursuant to Rule 8.10 of the Listing Rules.

6. DIRECTORS’ SERVICE CONTRACTS

None of the Directors has any existing or proposed service contract with any member of the Group which is not expiring or terminable by the Group within one year without payment of compensation (other than statutory compensation).

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GENERAL INFORMATION

APPENDIX

7. MISCELLANEOUS

• (a) The registered office of the Company is at Clarendon House, Church Street, Hamilton HM11, Bermuda. The head office and principal place of business of the Company is at 27th Floor, Henley Building, 5 Queen’s Road Central, Hong Kong.

• (b) The qualified accountant and secretary of the Company is Ms. Liu Yee Nee and she is a member of The Chartered Institute of Management Accountants, the Hong Kong Institute of Certified Public Accountants, the Association of Chartered Certified Accountants, the Institute of Chartered Secretaries & Administrators and the Hong Kong Institute of Company Secretaries.

• (c) The Hong Kong branch share registrar and transfer office of the Company is Computershare Hong Kong Investor Services Limited, Room 1901-1905, 19th Floor, Hopewell Centre 183 Queen’s Road East, Hong Kong.

• (d) In the event of inconsistency, the English text of this circular shall prevail over the Chinese text.

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