Talent Property Group Limited — Proxy Solicitation & Information Statement 2011

Apr 14, 2011

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular, you should consult a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Tomorrow International Holdings Limited (the ‘‘Company’’), you should at once hand this circular, together with the enclosed form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

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

(Incorporated in Bermuda with limited liability)

(Stock Code: 00760)

GENERAL MANDATES TO ISSUE NEW SHARES AND TO REPURCHASE SHARES, RE-ELECTION OF RETIRING DIRECTORS, PROPOSED CHANGE OF COMPANY NAME

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening an annual general meeting of the Company to be held at 12:00 noon on 25 May 2011 at Room 1211, 12/F., New World Tower I, No. 18 Queen’s Road Central, Hong Kong is set out on pages 12 to 15 of this circular.

A form of proxy for use at the annual general meeting is enclosed herewith. Whether or not you are able to attend the meeting in person, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company’s branch share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for holding the annual general meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjournment thereof (as the case may be) should you so wish.

15 April 2011

CONTENTS

		Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
General mandate to issue new shares	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
General mandate to repurchase shares	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Re-election of Directors . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Proposed Change of Company Name	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Annual General Meeting . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Responsibility statement . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Recommendation . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Appendix — Explanatory Statement	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Notice of Annual General Meeting . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12

– i –

DEFINITIONS

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

‘‘Annual General Meeting’’ the annual general meeting of the Company to be held at 12:00 noon on 25 May 2011 at Room 1211, 12/F, New World Tower I, No. 18 Queen’s Road Central, Hong Kong, notice of which is set out on pages 12 to 15 of this circular, or any adjournment thereof ‘‘associates’’ has the meaning ascribed to it under the Listing Rules ‘‘Board’’ the board of Directors ‘‘Bye-laws’’ the bye-laws of the Company as amended, supplemented or modified from time to time ‘‘Company’’ Tomorrow International Holdings Limited, a company incorporated in Bermuda with limited liability and the Shares of which are listed on the main board of the Stock Exchange ‘‘Companies Act’’ the Companies Act 1981 of Bermuda, as amended from time to time ‘‘connected person(s)’’ has the meaning ascribed to it under the Listing Rules ‘‘Directors’’ the directors of the Company ‘‘Group’’ the Company and its subsidiaries ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the People’s Republic of China ‘‘HK$’’ Hong Kong Dollar, the lawful currency of Hong Kong ‘‘Latest Practicable Date’’ 12 April 2011, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange ‘‘Notice’’ the notice convening the Annual General Meeting as set out on pages 12 to 15 of this circular ‘‘Proposed Change of Company the proposed change of name of the Company from ‘‘Tomorrow Name’’ International Holdings Limited’’ to ‘‘Talent Property Group Limited’’ and the adoption of the new Chinese name ‘‘新天地產 集團有限公司’’ for identification purpose only in place of ‘‘明日 國際集團有限公司’’ as the existing Chinese name of the Company

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DEFINITIONS

‘‘Repurchase Mandate’’

the proposed general mandate to repurchase Shares to be granted to the Directors at the Annual General Meeting

‘‘Repurchase Resolution’’ the proposed ordinary resolution as referred to in resolution No. 4(B) under the Notice

• ‘‘Share Issue Mandate’’

the proposed general mandate to issue Shares to be granted to the Directors at the Annual General Meeting

• ‘‘Share(s)’’

share(s) of HK$0.004 each in the existing share capital of the Company

• ‘‘Shareholder(s)’’ holder(s) of Share(s)

• ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited

• ‘‘Takeovers Code’’

the Hong Kong Code on Takeovers and Mergers

‘‘%’’ per cent

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LETTER FROM THE BOARD

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

(Incorporated in Bermuda with limited liability)

(Stock Code: 00760)

Executive Directors: Mr. Yau Tak Wah, Paul Miss Louie Mei Po Miss Liu Yee Nee Mr. Ng Pui Keung Mr. You Xiaofei

Independent Non-Executive Directors: Mr. Ng Wai Hung Mr. Cheung Chung Leung, Richard Mr. Lo Wai Hung

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

Head office and principal place of business in Hong Kong: Room 1211, 12th Floor Tower I, New World Tower 18 Queen’s Road Central Hong Kong

15 April 2011

To the Shareholders

Dear Sir or Madam,

GENERAL MANDATES TO ISSUE NEW SHARES AND TO REPURCHASE SHARES, RE-ELECTION OF RETIRING DIRECTORS, PROPOSED CHANGE OF COMPANY NAME AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

On 8 April 2011, the Board announced that the Company proposed to change the English name of the Company from ‘‘Tomorrow International Holdings Limited’’ to ‘‘Talent Property Group Limited’’. Upon the change of English name becoming effective, the Company will adopt the new Chinese name ‘‘新天地產集團有限公司’’ for identification purpose only in place of ‘‘明日國際集團有限公司’’, the existing Chinese name of the Company.

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LETTER FROM THE BOARD

The purpose of this circular is to give you notice of the Annual General Meeting to be held on 25 May 2011 and to provide you with information regarding (i) the ordinary resolutions to be proposed at the Annual General Meeting relating to the granting to the Directors of the Share Issue Mandate and the Repurchase Mandate and the re-election of retiring Directors and (ii) the special resolution to be proposed at the Annual General Meeting relating to the Proposed Change of Company Name.

GENERAL MANDATE TO ISSUE NEW SHARES

At the Annual General Meeting, ordinary resolutions will be proposed: (i) to grant to the Directors a general mandate to allot, issue and deal with new Shares not exceeding 20% of the issued share capital of the Company as at the date of the passing of such resolution and (ii) subject to the passing of the proposed ordinary resolutions to approve the Share Issue Mandate and the Repurchase Mandate at the Annual General Meeting, to extend the Share Issue Mandate by the number of Shares repurchased under the Repurchase Mandate.

As at the Latest Practicable Date, there were 2,247,682,010 Shares in issue. Subject to the passing of the proposed ordinary resolution to approve the Share Issue Mandate set out in the resolution No. 4(A) under the Notice and on the basis that no further Shares are issued or repurchased between the Latest Practicable Date and the date of the Annual General Meeting, the Company would be allowed to issue and allot up to a maximum of 449,536,402, being 20% of the issued share capital of the Company as at the Latest Practicable Date.

The Directors wish to state that they have no present intention of exercising the Share Issue Mandate to allot and issue new Shares.

GENERAL MANDATE TO REPURCHASE SHARES

At the annual general meeting of the Company held on 11 June 2010, a general mandate was given by the Shareholders to the Directors to exercise the powers of the Company to repurchase Shares. Such mandate will lapse at the conclusion of the Annual General Meeting. The Directors propose to seek your approval of the Repurchase Resolution to be proposed at the Annual General Meeting. An explanatory statement as required under Rule 10.06 of the Listing Rules to provide the requisite information of the Repurchase Mandate is set out in the Appendix to this circular.

The Directors wish to state that they have no present intention of exercising the Repurchase Mandate to repurchase Shares.

Subject to the passing of the Repurchase Resolution and on the basis that no further Shares are allotted and issued or repurchased between the Latest Practicable Date and the date of the Annual General Meeting, the Company would be allowed, under the Repurchase Mandate, to repurchase up to a maximum of 224,768,201 Shares, being 10% of the issued share capital of the Company as at the Latest Practicable Date.

The authority conferred by the Repurchase Resolution will continue in force until whichever is the earliest of: (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws or any applicable laws to be held; or (iii) the passing of an ordinary resolution of the Company in general meeting revoking or varying the authority set out in the Repurchase Resolution.

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LETTER FROM THE BOARD

RE-ELECTION OF DIRECTORS

As at the Latest Practicable Date, the Board comprised five executive Directors, namely, Mr. Yau Tak Wah, Paul, Miss Louie Mei Po, Miss Liu Yee Nee, Mr. Ng Pui Keung and Mr. You Xiaofei and three independent non-executive Directors, namely, Mr. Ng Wai Hung, Mr. Cheung Chung Leung, Richard and Mr. Lo Wai Hung.

Pursuant to the Bye-laws and the Code on Corporate Governance Practices, Miss Louie Mei Po, Mr. Ng Pui Keung, Mr. You Xiaofei, Mr. Cheung Chung Leung, Richard, and Mr. Lo Wai Hung shall retire from office at the Annual General Meeting and they, being eligible, will offer themselves for reelection at the Annual General Meeting.

Biographical details of the Directors who are proposed to be re-elected at the Annual General Meeting are as follows:

Miss Louie Mei Po (‘‘Miss Louie’’)

Miss Louie, aged 43, is an executive director of the Company and is responsible for business investment and development of the Company. Miss Louie holds a master’s degree in Business Administration and a bachelor’s degree in Social Science from the Chinese University of Hong Kong. Prior to joining the Group, Miss Louie was the executive director of two listed companies in Hong Kong specialising in mortgage loan financing, property investment and development. She has over 15 years’ experience in business investment and development. She joined the Group in February 2000.

Mr. Ng Pui Keung (‘‘Mr. Ng’’)

Mr. Ng, aged 42, is an executive director of the Company and is responsible for business development and project investment and is also the head of the urban rebuilding development research center of the Group. Mr. Ng obtained his bachelor degree in international relations from Meiji Caikuin University, Japan. Mr. Ng is a member of commissary of the people’s political consultative conference of Liwan District, Guangzhou City. He has over 15 years of experience in the property development industry. He was the general manager of business development department in Talent Holdings Limited and was responsible for finalizing the cooperation with the manager of the hotel. He was also involved in the negotiation leading to the cooperation and financing of the Linhe Rebuilding project. Prior to that, he worked for Asset Managers (Asia) Co., Ltd. (Japan) focusing on property investment for approximately 10 years. He joined the Group in December 2010.

Mr. You Xiaofei (‘‘Mr. You’’)

Mr. You, aged 47, is an executive director of the Company and is responsible for the financial management of PRC property development projects. Mr. You obtained his bachelor degree in accounting from Jinan University. He is a qualified accountant in the PRC and has over 25 years of experience in finance and management. Mr. You was previously a director, deputy general manager and chief financial officer of Heilongjiang Tianlun Real Estate Development Co., Ltd, a listed company in the PRC engaging in property development, investment and mining, from

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LETTER FROM THE BOARD

11 November 2006 to 1 September 2010. Prior to that, he worked in various companies in Hong Kong and the PRC engaging in property development, manufacturing and tourism. He joined the Group in December 2010.

Mr. Cheung Chung Leung, Richard (‘‘Mr. Cheung’’)

Mr. Cheung, aged 57, has 34 years of experience as an architect and real estate investment adviser. He graduated from the University of Hong Kong with degrees of Bachelor of Arts (Architectural Studies) and Bachelor of Architecture. He is a member of the Hong Kong Institute of Architects and a Registered Architect pursuant to the Architects Registration Ordinance. He retired as an executive director of Waytung Global Group Limited (Stock Code: 21), a company listed on the main board of the Hong Kong Stock Exchange in May 2010. He joined the Group in March 2000.

Mr. Lo Wai Hung (‘‘Mr. Lo’’)

Mr. Lo, aged 51, obtained a bachelor degree in Commerce from James Cook University of North Queensland, Australia. Mr. Lo is an associate member of Institute of Chartered Accountants in Australia and a fellow member of Hong Kong Institute of Certified Public Accountants. Mr. Lo is a consultant since March 2009 and was the group financial controller of a private property group from 2006 to March 2009. Mr. Lo was a chief financial officer of a trading and distribution group from 2003 to 2005. Mr. Lo served as director of China Resources Development and Investment Company Limited from 1998 to 2002 and he also served as director of various investee companies with businesses, including telecommunications, tunnel operation and property development. He worked in international audit firms during the year from 1985 to 1995. Mr. Lo have over 20 years of experience in auditing, financial and management. Currently, Mr. Lo is an independent nonexecutive director of Shandong Weigao Group Medical Polymer Company Limited (Stock Code: 1066), which is listed on The Stock Exchange of Hong Kong Limited. He joined the Group in February 2011. There is a service agreement for a term of two years entered into between Mr. Lo and the Company commencing on 1 February 2011 at the director fee of HK$216,000 per annum.

Save as disclosed above, as at the Latest Practicable Date, none of the above Directors have entered into any service contract with the Company which is not determinable by the Company within one year without payment of compensation, other than statutory compensation, and none of them are appointed for a specific term. Each of their appointment is subject to retirement by rotation and reelection in accordance with the Bye-laws. For the year ended 31 December 2010, Miss Louie Mei Po, Mr. Ng Pui Keung, Mr. You Xiaofei, Mr. Cheung Chung Leung, Richard, and Mr. Lo Wai Hung received an emolument of HK$2,048,000, HK$133,000, HK$105,000, HK$150,000 and HK$0 respectively. The emoluments of Miss Louie Mei Po, Mr. Ng Pui Keung, Mr. You Xiaofei, Mr. Cheung Chung Leung, Richard, and Mr. Lo Wai Hung are determined by the Board with reference to the remuneration benchmark of the industry and the prevailing market conditions.

Save as disclosed above, in relation to the re-election of Miss Louie Mei Po, Mr. Ng Pui Keung, Mr. You Xiaofei, Mr. Cheung Chung Leung, Richard, and Mr. Lo Wai Hung as Directors, there is no information to be disclosed pursuant to any of the requirements of Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no other matters that need to be brought to the attention of the Shareholders.

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LETTER FROM THE BOARD

PROPOSED CHANGE OF COMPANY NAME

As announced by the Company on 8 April 2011, the Board proposed to change the English name of the Company from ‘‘Tomorrow International Holdings Limited’’ to ‘‘Talent Property Group Limited’’. Upon the change of English name becoming effective, the Company will adopt the new Chinese name ‘‘新天地產集團有限公司’’ for identification purpose only in place of ‘‘明日國際集團有限公司’’, the existing Chinese name of the Company.

The Proposed Change of Company Name is to reflect the diversification of the businesses of the Group, and to signify the new identity of the Company following the completion of the acquisition as set out in the announcement of the Company dated 10 December 2010.

Conditions

The Proposed Change of Company Name is subject to the approval by the Shareholders by way of a special resolution at the Annual General Meeting and entry of the new name on the register in place of the former name by the Registrar of Companies in Bermuda.

The change of English name of the Company will take effect from the date on which the new English name is entered by the Registrar of Companies in Bermuda on the register of companies in place of the existing English name of the Company. Thereafter the Company will make necessary filing with the Companies Registry in Hong Kong.

The Proposed Change of Company Name will not affect any of the rights of the Shareholders. All existing certificates of securities in issue bearing the present name of the Company will, after the Proposed Change of Company Name becoming effective, continue to be evidence of title to such securities and will be valid for trading, settlement and registration purposes. Accordingly, there will not be any arrangement for free exchange of existing certificates of securities of the Company for new certificates under the Company’s new name. Any further issue of certificates of securities of the Company will be under the new name of the Company following the Proposed Change of Company Name becoming effective.

Further announcement will be made by the Company in respect of the effective date of the Proposed Change of Company Name and change in stock short names of Shares in both English and Chinese.

ANNUAL GENERAL MEETING

The Notice, which contains, inter alia, (i) ordinary resolutions to approve the Share Issue Mandate and the Repurchase Mandate and to re-elect retiring Directors and (ii) special resolution to approve the Proposed Change of Company Name, is set out on pages 12 to 15 of this circular.

A form of proxy for use at the Annual General Meeting is enclosed herewith. Whether or not you propose to attend the Annual General Meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Company’s branch share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong as soon as possible and in any event not less than 48 hours before

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LETTER FROM THE BOARD

the time fixed for holding the Annual General Meeting or any adjournment thereof. Completion and return of the form of proxy will not prevent you from attending and voting at the Annual General Meeting or any adjourned meeting thereof (as the case may be) should you wish to do so.

None of the Shareholders is required to abstain from voting at the Annual General Meeting pursuant to the Listing Rules and/or the Bye-laws.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

RECOMMENDATION

The Directors consider that the grant of the Share Issue Mandate and the Repurchase Mandate, the re-election of retiring Directors and the Proposed Change of Company Name are all in the interests of the Company and the Shareholders as a whole and accordingly recommend the Shareholders to vote in favour of all the resolutions set out in the Notice.

Yours faithfully,

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

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EXPLANATORY STATEMENT

APPENDIX

This appendix serves as an explanatory statement, as required by the Listing Rules, to provide the requisite information to you for your consideration of the Repurchase Mandate which permits the purchase of Shares up to a maximum of 10% of the issued share capital of the Company as at the date of passing the Repurchase Resolution.

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 2,247,682,010 fully paid up Shares of HK$0.004 each. Subject to the passing of the Repurchase Resolution and on the basis that no further Shares are issued or repurchased between the Latest Practicable Date and the date of the Annual General Meeting, the Company would be allowed under the Repurchase Mandate to repurchase up to a maximum of 224,768,201 fully paid up Shares, representing 10% of the issued share capital of the Company as at the Latest Practicable Date.

2. REASONS FOR REPURCHASES

The Directors believe that the Repurchase Resolution is in the best interests of the Company and the Shareholders. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the value of the net assets and/or earnings per Share and will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders as a whole.

3. FUNDING OF REPURCHASES

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with the Bye-laws and the Companies Act. Bermuda law provides that the amount of capital repaid in connection with a share repurchase may only be paid out of either the capital paid up on the relevant shares, or the funds of the Company that would otherwise be available for dividend or distribution or out of the proceeds of a fresh issue of shares made for the purpose. The amount of premium payable on repurchase may only be paid out of either the funds of the Company that would otherwise be available for dividend or distribution or out of the share premium account of the Company before the shares are repurchased.

It is expected that the Company will fund any repurchase of Shares from its available internal resources. There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited accounts contained in the annual report for the year ended 31 December 2010) in the event that the Repurchase Mandate were to be exercised in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements or gearing position of the Company as may be determined by the Directors from time to time to be appropriate for the Company.

4. DISCLOSURE OF INTEREST

None of the Directors, nor to the best of their knowledge having made all reasonable enquiries, any of their associates nor any directors of such associates, have any present intention to sell any Shares to the Company under the Repurchase Mandate if it is approved by the Shareholders.

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EXPLANATORY STATEMENT

APPENDIX

No connected person (as defined in the Listing Rules) of the Company has notified the Company that he has a present intention to sell any Shares to the Company or its subsidiaries, nor have undertaken not to do so, in the event that the Company is authorized to make repurchases of its own shares and the Repurchase Mandate is approved by Shareholders.

5. UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange that if they shall exercise the power of the Company to make repurchases pursuant to the Repurchase Mandate they will exercise the same in accordance with the Listing Rules, the Bye-laws and all applicable laws.

6. SHARE PRICES

The highest and lowest prices at which the Shares were traded on the Stock Exchange during each of the twelve months preceding the Latest Practicable Date were as follows:

	Highest	Lowest
	HK$	HK$
2010
April	0.5600	0.4050
May	0.5200	0.3100
June	0.4200	0.3350
July	0.4350	0.3300
August	0.3850	0.3000
September	0.4900	0.3300
October	0.5100	0.4200
November	0.5100	0.3800
December	0.4450	0.3700
2011
January	0.4300	0.3850
February	0.4200	0.3550
March	0.4000	0.3250
April (up to and including the Latest Practicable Date)	0.3950	0.3300

7. SHARE REPURCHASE MADE BY THE COMPANY

There have been no repurchases by the Company, or any of its subsidiaries, of any Shares in the six months immediately preceding the Latest Practicable Date (whether on the Stock Exchange or otherwise).

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EXPLANATORY STATEMENT

APPENDIX

8. EFFECT OF THE TAKEOVERS CODE

If as a result of the exercise of the power to repurchase Shares pursuant to the Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert could obtain or consolidate control of the Company and become obliged to make a mandatory offer for all Shares not already owned by them or their concert parties in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, to the best of the knowledge and belief of the Company, having made all reasonable enquiries, Winspark Venture Limited (a company wholly and beneficially owned by Mr. Chan Yuen Ming) together with its associates held 996,509,340 Shares, representing approximately 44.33% of the issued share capital of the Company, and was the only substantial shareholders holding more than 10% of the issued share capital of the Company. On the basis that no further Shares are issued or repurchased and in the event that the Directors should exercise in full power to purchase Shares under the Repurchase Mandate, the shareholding of Winspark Venture Limited together with its associates, in the Company would be increased to approximately 49.26% of the issued share capital of the Company. Such an increase would be treated as an acquisition for the purpose of the Takeovers Code and, when exceeding the 2% creeper, give rise to an obligation of Winspark Venture Limited to make a general offer under Rule 26 of the Takeovers Code. Save as aforesaid and based on the information available to the Directors as at the Latest Practicable Date, the Directors are not aware of any consequences or implications which may arise under the Takeovers Code as a result of exercising the power to repurchase Shares under the Repurchase Mandate. The Directors have no present intention of exercising the Repurchase Mandate.

The Directors are also aware that the Listing Rules prohibit a company from making repurchase on the Stock Exchange if the result of the repurchase would be that less than 25% (or such other prescribed minimum percentage as determined by the Stock Exchange) of the issued share capital would be in the hands of the public. The Directors have no present intention to exercise the Repurchase Mandate to such an extent that would result in the Company failing to comply with the public float requirements under Rule 8.08 of the Listing Rules.

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NOTICE OF ANNUAL GENERAL MEETING

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

(Incorporated in Bermuda with limited liability)

(Stock Code: 00760)

NOTICE IS HEREBY GIVEN that the annual general meeting of Tomorrow International Holdings Limited (the ‘‘Company’’) will be held at Room 1211, 12th Floor, New World Tower I, No. 18 Queen’s Road Central, Hong Kong at 12:00 noon on 25 May 2011 for the following purposes:

ORDINARY RESOLUTIONS

1. To receive and approve the audited financial statements, the directors’ report and the auditors’ report for the year ended 31 December 2010.

2. (A) To re-elect Miss Louie Mei Po as an executive director of the Company;

3. (B) To re-elect Mr. Ng Pui Keung as an executive director of the Company;

4. (C) To re-elect Mr. You Xiaofei as an executive director of the Company;

5. (D) To re-elect Mr. Cheung Chung Leung, Richard as an independent non-executive director of the Company;

6. (E) To re-elect Mr. Lo Wai Hung as an independent non-executive director of the Company; and

7. (F) To authorize the board of directors to fix the remuneration of the directors.

8. To re-appoint Cheng & Cheng Limited as the auditors of the Company and to authorize the board of directors to fix their remuneration.

9. As special business, to consider and, if thought fit, pass with or without amendments, the following resolutions as ordinary resolutions of the Company:

10. (A) ‘‘THAT:

    • (a) subject to sub-paragraph (c) below, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to issue, allot and deal with additional shares of the Company and to make or grant offers, agreements and options, including warrants, bonds, notes and debentures convertible into shares of the Company which would or might require the exercise of such power, subject to and in accordance with all applicable laws and the bye-laws of the Company, be and is hereby generally and unconditionally approved;

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NOTICE OF ANNUAL GENERAL MEETING

• (b) the approval in sub-paragraph (a) above shall be in addition to any authorisation given to the directors of the Company and shall authorise the directors of the Company during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds, notes and debentures convertible into shares of the Company) which would or might require the exercise of such power after the end of the Relevant Period;

• (c) the aggregate nominal amount of the share capital of the Company allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the directors of the Company pursuant to the approval in sub-paragraphs (a) and (b) above, otherwise than (i) pursuant to a Rights Issue (as hereinafter defined); or (ii) any issue of shares of the Company on the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any bonds, notes, debentures and securities which are convertible into shares of the Company; or (iii) an issue of shares of the Company under any share option scheme or similar arrangement providing for the grant to employees (including directors) of the Company and/or any of its subsidiaries of the rights to subscribe for shares of the Company; or (iv) an issue of shares of the Company in lieu of the whole or part of a dividend on share in accordance with the bye-laws of the Company, shall not exceed 20 per cent of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and

• (d) for the purposes of this resolution:

‘‘Relevant Period’’ means the period from the date of the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the bye-laws of the Company or any applicable laws of Hong Kong to be held; or

• (iii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting.

‘‘Rights Issue’’ means an offer of shares of the Company open for a period fixed by the directors of the Company to the holders of shares of the Company whose names appear on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares as at that date (subject to such exclusions or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the law of, or the requirements of any recognized regulatory body or any stock exchange in, any territory applicable to the Company).’’

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NOTICE OF ANNUAL GENERAL MEETING

(B) ‘‘THAT:

• (a) subject to sub-paragraph (b) below, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase shares of the Company on The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) or on any other stock exchange on which the shares of the Company may be listed and recognised by the Securities and Futures Commission and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

• (b) the approval in sub-paragraph (a) of this resolution shall be in addition to any other authorisation given to the directors of the Company and shall authorise the directors of the Company on behalf of the Company during the Relevant Period to procure the Company to purchase its securities at a price determined by the directors of the Company;

• (c) the aggregate nominal amount of the shares of the Company to be repurchased by the Company pursuant to the approval in sub-paragraphs (a) and (b) above shall not exceed 10 per cent of the aggregate nominal amount of the issued share capital of the Company as at the date of passing this resolution, and the said approval shall be limited accordingly; and

• (d) for the purposes of this resolution:

‘‘Relevant Period’’ means the period from the date of the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the bye-laws of the Company or any applicable laws of Hong Kong to be held; or

• (iii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting.’’

• (C) ‘‘THAT, conditional upon resolutions numbered 4(A) and 4(B) as set out in the notice convening this meeting being passed, the aggregate nominal amount of the issued shares in the capital of the Company which are repurchased by the Company under the authority granted to the directors of the Company pursuant to and in accordance with the said resolution numbered 4(B) above shall be added to the aggregate nominal amount of the share capital that may be allotted, issued or dealt with or agreed conditionally or unconditionally to be allotted, issued and dealt with by the directors of the Company pursuant to and in accordance with the resolution numbered 4(A) as set out in the notice convening this meeting.’’

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NOTICE OF ANNUAL GENERAL MEETING

SPECIAL RESOLUTION

1. ‘‘THAT subject to and conditional upon the approval of the Registrar of Companies in Bermuda being obtained, the English name of the Company be changed from ‘‘Tomorrow International Holdings Limited’’ to ‘‘Talent Property Group Limited’’ and to adopt the Chinese name of ‘‘新天地產集團有限公司’’ for identification purpose only in place of ‘‘明日 國際集團有限公司’’, the existing Chinese name of the Company, and that any one director of the Company be and is hereby authorised to do all such acts and things and execute all documents he or she considers necessary, desirable or expedient in connection with or to give effect to such change of name of the Company.’’

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

Hong Kong, 15 April 2011

As at the date hereof, the Board comprises Mr. Yau Tak Wah, Paul, Miss Louie Mei Po, Miss Liu Yee Nee, Mr. Ng Pui Keung and Mr. You Xiaofei as Executive Directors and Mr. Ng Wai Hung, Mr. Cheung Chung Leung, Richard and Mr. Lo Wai Hung as Independent Non-executive Directors.

Registered Office:	Head Office and Principal Place
Clarendon House 2	of Business:
Church Street Hamilton	Room 1211, 12th Floor
HM 11 Bermuda	New World Tower I
	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, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong not less than 48 hours before the time appointed for holding the meeting. 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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