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Talent Property Group Limited Proxy Solicitation & Information Statement 2010

Oct 28, 2010

49450_rns_2010-10-28_175fdc37-a5dc-4220-ba6e-cfe95115a238.pdf

Proxy Solicitation & Information Statement

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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

TOMORROW INTERNATIONAL HOLDINGS LIMITED 明日國際集團有限公司

(Incorporated in Bermuda with limited liability)

(Stock code: 760)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting of Tomorrow International Holdings Limited (the “Company”) will be held at Room 1211, 12/F., New World Tower I, 18 Queen’s Road Central, Hong Kong on 19 November 2010 at 12:00 noon for the following purposes:-

ORDINARY RESOLUTION

THAT :

  • (a) subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting its approval to the listing of, and permission to deal in the Conversion Shares (as defined below) and not having withdrawn or revoked such listing and permission, the sale and purchase agreement dated 6 July 2010 (the “ Agreement ”) (a copy of which, signed by the Chairman of the meeting for the purposes of identification, has been produced to the meeting marked “A”) entered into between Canton Million Investments Limited (“ Purchaser ”), a wholly owned subsidiary of the Company, as purchaser and Talent Trend Holdings Limited (“ Vendor ”) as vendor, the terms and conditions thereof and the transactions contemplated thereunder, including:

  • (i) the issue of the convertible notes with aggregate principal value of HK$3,100,000,000 (the “ CB ”) by the Company to the Vendor;

  • (ii) the allotment and issue of new shares of the Company (the “ Share(s) ”) upon the exercise of the conversion rights attaching to the CB (the “ Conversion Shares ”) at the initial conversion price of HK$0.33 per Share (subject to adjustments);

  • (iii) the issue of the promissory note(s) in the aggregate principal amount of HK$160,000,000 by Master Base Limited, a wholly owned subsidiary of the Company, to the Vendor (“ Promissory Note ”); and

  • (iv) all other transactions contemplated under the Agreement (including the Put Option (as defined in the circular of the Company dated 29 October 2010))

and the execution of the Agreement be and are hereby approved, confirmed and ratified; and

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  • (b) the board of directors of the Company (the “ Board ”) be and is hereby authorised to do all such acts and things and sign all such documents and to take such steps as it considers necessary or expedient or desirable in connection with or to give effect to and to implement the Agreement and the transactions contemplated thereunder including the issue of the CB, the Conversion Shares and the Promissory Note and to agree to such variation, amendment or waiver as are, in the opinion of the Board, in the interest of the Company.”

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

Hong Kong, 29 October 2010

As at the date hereof, the Board comprises Mr. Yau Tak Wah, Paul, Miss Louie Mei Po, Miss Wong Shin Ling, Irene and Miss Liu Yee Nee as Executive Directors and Mr. Ng Wai Hung, Mr. Cheung Chung Leung, Richard and Mr. Wu Wang Li as Independent Non-executive Directors.

Registered Office:

Clarendon House 2 Church Street Hamilton HM11 Bermuda

Principal place of business in Hong Kong:

Room 1211, 12th Floor Tower 1, New World Tower 18 Queen’s Road Central Hong Kong

Notes:

  • (1) A shareholder entitled to attend and vote at the meeting may appoint another person as his proxy to attend and to vote instead of him. A proxy need not be a shareholder of the Company.

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

  • (3) 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 that power or authority, must be deposited at the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M 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 adjournment thereof. Completion and return of the form of proxy will not preclude shareholders from attending and voting in person should they so wish.

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