Talent Property Group Limited — Proxy Solicitation & Information Statement 2013

May 9, 2013

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 your shares in Talent Property Group Limited, you should at once hand this circular, together with the enclosed form of proxy to the purchaser or transferee or to the bank, licensed securities dealer 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.

==> picture [56 x 40] intentionally omitted <==

TALENT PROPERTY GROUP LIMITED 新 天 地 產 集 團 有 限 公 司[*] (Incorporated in Bermuda with limited liability)

(Stock Code: 00760)

MAJOR TRANSACTION IN RELATION TO PROPOSED DISPOSAL OF THE ENTIRE ISSUED SHARE CAPITAL IN MASTER BASE LIMITED

A letter from the Board is set out on pages 3 to 7 of this circular.

A notice convening the SGM to be held at Unit 1217, North Tower Concordia Plaza, No. 1 Science Museum Road, Tsim Sha Tsui East, Kowloon, Hong Kong on Tuesday, 28 May 2013 at 10:30 a.m. is set out on pages 15 to 16 of this circular. Whether or not you are able to attend the meeting, you are requested to complete and return the form of proxy in accordance with the instructions printed thereon 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 SGM or any adjournment thereof. Completion of the form of proxy will not preclude you from attending and voting at the meeting should you so wish.

• For identification purposes only

10 May 2013

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
APPENDIX I — FINANCIAL INFORMATION OF THE GROUP . . . . . . . . . . . . . . . . .	8
APPENDIX II — GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
NOTICE OF SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15

– i –

DEFINITIONS

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

• ‘‘associates’’ has the meaning given to it under the Listing Rules ‘‘Board’’ the board of Directors

• ‘‘Company’’ or ‘‘Vendor’’ Talent Property Group Limited, a company incorporated in Bermuda with limited liability, the shares of which are listed on the Main Board of the Stock Exchange

• ‘‘Director(s)’’ the director(s) of the Company

• ‘‘Group’’ the Company and its subsidiaries

• ‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong

• ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the PRC

• ‘‘Independent Third Party’’ a third party which, together with its beneficial owner(s) (if any) which are independent of the Company and its connected persons of the Company in accordance with the Listing Rules

• ‘‘Latest Practicable Date’’ 8 May 2013, being the latest practicable date for ascertaining certain information referred to in this circular prior to printing of this circular

• ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange

• ‘‘Long Stop Date’’ 31 May 2013, or such later date as the Purchaser and the Vendor may agree in writing

• ‘‘PRC’’ The People’s Republic of China (for the purpose of this circular, excluding Hong Kong and Macau Special Administrative Region)

• ‘‘Proposed Disposal’’ the disposal of the Sale Share by the Vendor to the Purchaser pursuant to the Sale and Purchase Agreement

• ‘‘Purchaser’’

• Success Trend Enterprises Limited, a company incorporated in the British Virgin Islands and is an Independent Third Party

• ‘‘RMB’’ Renminbi, the lawful currency of the PRC

– 1 –

DEFINITIONS

‘‘Sale and Purchase Agreement’’	the agreement, dated 12 April 2013, entered into between
	the Vendor and the Purchaser in relation to the sale and
	purchase of the Sale Share
‘‘Sale Shares’’	the entire issued share capital of the Target
‘‘SFO’’	Securities and Futures Ordinance (Chapter 571 of the Laws
	of Hong Kong) as amended, supplemented or otherwise
	modified from time to time
‘‘SGM’’	the special general meeting of the Company to be held on
	Tuesday, 28 May 2013 to approve, amongst other things,
	the Proposed Disposal and the transactions contemplated
	under the Sale and Purchase Agreement
‘‘Shareholders’’	holders of the ordinary shares of HK$0.004 each in the
	share capital of the Company
‘‘Stock Exchange’’	The Stock Exchange of Hong Kong Limited
‘‘Target’’	Master Base Limited, a company incorporated in the British
	Virgin Islands with limited liability and a wholly-owned
	subsidiary of the Company

For the purpose of this circular, translations of RMB into HK$ are made for illustration purposes only at the exchange rate of RMB1 to HK$1.2522.

– 2 –

LETTER FROM THE BOARD

==> picture [56 x 39] intentionally omitted <==

TALENT PROPERTY GROUP LIMITED 新 天 地 產 集 團 有 限 公 司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 00760)

Executive Directors: Mr. Ng Pui Keung Mr. You Xiaofei

Independent non-executive Directors: Mr. Lo Wai Hung Ms. Pang Yuen Shan Christina Mr. Chan Chi Mong Hopkins

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

Head office and principal place of business in Hong Kong: Unit 1217 North Tower Concordia Plaza No. 1 Science Museum Road Tsim Sha Tsui East, Kowloon Hong Kong

10 May 2013

To the Shareholders

Dear Sir and Madam,

MAJOR TRANSACTION IN RELATION TO PROPOSED DISPOSAL OF THE ENTIRE ISSUED SHARE CAPITAL IN MASTER BASE LIMITED

INTRODUCTION

Reference is made to the announcement dated 12 April 2013 issued by the Company in relation to the Proposed Disposal.

The purpose of this circular is to provide you with, among other things, the details of the Proposed Disposal, and to give the Shareholders the notice of SGM and other information required by the Listing Rules.

• For identification purposes only

– 3 –

LETTER FROM THE BOARD

PROPOSED DISPOSAL

On 12 April 2013, the Company entered into the Sale and Purchase Agreement with the Purchaser and pursuant to which the Purchaser has conditionally agreed to acquire and the Company has conditionally agreed to sell the Sale Shares, representing the entire issued share capital of the Target.

THE SALE AND PURCHASE AGREEMENT

The principal terms of the Sale and Purchase Agreement are summarised below.

Date: 12 April 2013 (after trading hours) Parties: (i) the Company as the Vendor; and (ii) Success Trend Enterprises Limited as the Purchaser.

The Purchaser is a company incorporated in the British Virgin Islands with limited liability and principally engaged in investment holding. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, each of the Purchaser and its respective associates are Independent Third Parties.

Assets to be disposed

The Sale Shares represent the entire issued share capital of the Target, which is a wholly owned subsidiary of the Company.

Consideration

Pursuant to the terms of the Sale and Purchase Agreement, the consideration for the Sale Shares is HK$200,000 and shall be payable by the Purchaser at completion in cash.

The consideration was arrived at after negotiations on an arm’s length commercial basis between the parties to the Sale and Purchase Agreement with reference to, among others, the net loss of Target in the past fiscal years, the accumulated losses and net liabilities position of the Target and the prospects of the prevailing electronic products business and its other businesses.

Conditions precedent

Completion of the Proposed Disposal is conditional upon the satisfaction of the following:

• (a) the approval of the Sale and Purchase Agreement and the transactions contemplated thereunder by Shareholders at the SGM pursuant to the Listing Rules; and

• (b) all necessary consents and approvals (if any), including consent and approval from the Stock Exchange (if necessary) having been obtained.

– 4 –

LETTER FROM THE BOARD

If any of the conditions precedent set out above shall not have been fulfilled by 4:00 p.m. on the Long Stop Date, the Purchaser may extend the Long Stop Date for a further period of 30 days or such other date as it thinks fit by notice in writing, or terminate the Sale and Purchase Agreement.

Completion

Completion shall take place on the date immediately after all the conditions precedent set out in the Sale and Purchase Agreement have been fulfilled and satisfied or any other date as may be agreed by the Vendor and the Purchaser in writing prior to the date of completion.

INFORMATION ON THE TARGET

The Target is an investment holding company and its subsidiaries are principally engaged in design, manufacture and sale of electronic products.

Set out below is the audited financial information of the Target for the years ended 31 December 2011 and 2012:

	Year ended 31 December	Year ended 31 December
	2012	2011
	HK$’000	HK$’000
Revenue	298,792	324,613
Net (loss) before taxation and other
comprehensive income	(28,806)	(34,408)
Net (loss) after taxation and before other
comprehensive income	(30,309)	(35,291)
Total comprehensive loss attributable to
owners of the Company	(27,510)	(32,478)
Net liabilities	(56,169)	(28,659)

FINANCIAL IMPACT OF THE DISPOSAL ON THE GROUP

Upon completion of the Proposed Disposal, the Company will no longer have any interest in the Target and it will cease to be a subsidiary of the Company and the results of the Target will cease to be consolidated into the accounts of the Group. The Company is expect to record a gain of approximately HK$56.4 million, which is calculated by the consideration under the Proposed Disposal minus the net liabilities of the Target of approximately HK$56.2 million as at 31 December 2012. The final financial impact of the Proposed Disposal will be subject to the net asset value of the Target as at the date of completion. The proceeds from the Proposed Disposal is expected to be used as general working capital of the Company.

REASONS FOR THE DISPOSAL

The Company is principally engaged in design, development, manufacture and sale of electronic products, property development, investment and management in the PRC. It also trades listed equity investments and commodities, provides loan financing and engages in hotel

– 5 –

LETTER FROM THE BOARD

operation. Upon completion of the Proposed Disposal, the Company will discontinue its loss making electronic products business and businesses of commodity and equity investment trading and loan financing and then, focus on the property development.

In recent years, the Group’s manufacturing business environment is facing various challenges including increasing concern of environmental issue, increasing labour cost and labour issue, increasing production and distribution cost as well as the volatility of foreign exchange market. The Target suffered net losses after taxation of approximately HK$35.3 million and HK$30.3 million for the two years ended 31 December 2011 and 2012 and had a net liabilities of HK$56.2 million as at 31 December 2012. The Directors consider the Proposed Disposal represents a good opportunity for the Group to divest the electronic products segment and reserve more resources for its property development sector. The Proposed Disposal would also enable the Group to strengthen its financial position and improve its gearing with an estimated book gain of approximately HK$56.4 million. Therefore, the Board is of the view that the terms of the Sale and Purchase Agreement are fair and reasonable and the entering into of the Sale and Purchase Agreement is in the interest of the Company and Shareholders as a whole.

LISTING RULES IMPLICATIONS

As one or more of the applicable percentage ratios calculated under the Listing Rules in respect of the Proposed Disposal and the transactions contemplated under the Sale and Purchase Agreement are more than 25% but less than 75%, the Proposed Disposal constitutes a major transaction for the Company under Chapter 14 of the Listing Rules and is therefore subject to the reporting, announcement and Shareholders’ approval requirements under the Listing Rules. To the best knowledge, information and belief of the Directors having made all reasonable enquires, no Shareholder has a material interest in the Proposed Disposal. As such, no Shareholder will be required to abstain from voting on the resolution(s) to be proposed at the SGM to approve the Proposed Disposal and the transactions contemplated under the Sale and Purchase Agreement.

THE SGM

A notice convening the SGM to be held on Tuesday, 28 May 2013 is set out on pages 15 to 16 of this circular.

RECOMMENDATION

The Board (including the independent non-executive Directors) considers that the Proposed Disposal and the Sale and Purchase Agreement are on normal commercial terms and in the ordinary and usual course of business of the Company, and the Proposed Disposal is fair and reasonable so far as the Shareholders are concerned and in the interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of the ordinary resolution to be proposed in the SGM to approve the Proposed Disposal and the transactions contemplated under the Sale and Purchase Agreement.

– 6 –

LETTER FROM THE BOARD

ADDITIONAL INFORMATION

Your attention is also drawn to the information contained in Appendix I to Appendix II to this circular.

Yours faithfully, for and on behalf of the Board Ng Pui Keung Chairman

– 7 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

1. FINANCIAL INFORMATION OF THE GROUP

The published audited consolidated financial statements of the Group for each of the three years ended 31 December 2010, 2011 and 2012 are disclosed in the Company’s annual reports for each of the three years ended 31 December 2010, 2011 and 2012 which can be accessed on both the website of the Stock Exchange (http://www.hkex.com.hk) and the website of the Company (http://www.760hk.com/).

2. INDEBTEDNESS

Borrowings

At the close of business on 31 March 2013, being the latest practicable date for the purpose of the statement of indebtedness prior to the printing of this circular, the Group had total outstanding indebtedness comprising secured bank loans of approximately RMB1,397.2 million, other unsecured borrowings of approximately RMB417.0 million, amount due to an associate of approximately RMB313.3 million, convertible notes with principal amount of HK$2,776.3 million, promissory notes with principal amount of HK$160 million and finance lease of approximately HK$230,000.

Pledged of assets

At the close of business on 31 March 2013, the Group had pledged the following amount of assets to secure the bank borrowings of the Group:

	RMB’000
Properties under development	1,933,209
Completed properties held for sale	520,901
Investment properties	258,840
Land and buildings	1,354,142

Restricted cash

As at the close of business on 31 March 2013, the Group had the restricted cash for the amount of approximately RMB15.3 million.

Contingent liabilities

As at 31 March 2013, the Group provided guarantees to the extent of approximately RMB110.1 million to banks in respect of mortgage loans provided by the banks to customers for the purchase of the developed properties of the Group. These guarantees provided by the Group to the banks would be released upon receiving the building ownership certificates of the respective properties by the banks from the customers as a pledge for security to the mortgage loans granted.

– 8 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

Save as aforesaid, and apart from intra-group liabilities and normal trade and other payables, the Group did not have any loan capital issued or agreed to be issued, debt securities issued and outstanding, authorised or otherwise created but unissued, term loans, other borrowings or indebtedness including bank overdrafts, liabilities under acceptances, acceptance credits, debentures, mortgages, charges, finance lease or hire purchase commitments, guarantees or other material contingent liabilities outstanding at the close of business on 31 March 2013.

3. WORKING CAPITAL

The Directors, after due and careful consideration, are of the opinion that after taking into account the present internal resources and available bank and other loans of the Group, the Group has sufficient working capital for its present requirements, that is for at least the next 12 months from the date of this circular, in the absence of any unforeseeable circumstances.

4. FINANCIAL AND TRADING PROSPECTS

After disposal of the Target, the Group is principally engaged in (i) property investment, development and management in Guangzhou, and (ii) hotel operation in Guangzhou.

(i) Property Businesses

Regarding the real estate market of major cities in PRC, during 2012, sales started off pretty weak and slowly picked up in June on the back of required reserve ratio cut and supports from the easing of Home Provident Fund (住房公積金) at local government level. In early November 2012, the National People’s Congress of the PRC (中國全國人民 代表大會) ended up without much change on the policy front, and since then market sentiments have vividly turned positive with strong underlying demand releasing, which was backed up by the rapid availability of home mortgages from commercial banks. The expectation of an increasing home-price trend has again built-up in general public’s mind. In this respect, on 20 February 2013, the State Council of the PRC (中國國務院) released five new policies to regulate the real estate market, including new initiatives aimed at streamlining the work responsibility system for property prices, controlling speculative property investments, increasing commodity housing and land supply, stepping up construction of affordable housing, as well as tightening controls of the market. On 1 March 2013, the central government of the PRC rolled out specific rules to further tighten the control of the property market amid expectations for climbing housing prices. The measures include income taxes to be levied on home owners who sell their homes to second-hand buyers, and increasing down payment rate and loan interest rate for buyers who purchase the second unit.

The Group has disposed its projects in Hainan Province. The current property development and investment projects of the Group are focused in Guangzhou. Although Guangzhou is a first-tier city where its real estate market is subject to stringent control, the domestic fundamental demand is still strong. In order to tackle the challenges brought by these new control policies, the Group will put extra efforts on the pre-sale and the speeding up of the construction of its project under development, namely, Xiantian Banshan (South Lake Village Phase II). It is expected an after-tax net cash inflow can be

– 9 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

generated from the sales of this project in near terms. In addition, the Group will focus on city redevelopment opportunities that are supported by local communities and government and is considered to be less affected by those nationwide property control measures. The Group is also seeking to optimise its resources to be allocated in different projects and will consider to sell some of the existing project or acquire new development project as and when appropriate. Considering these prospects, the Board is going to concentrate on its property development business and will devote more resources to support its growth.

(ii) Hotel Operation

Since the opening of the Group’s Hilton Guangzhou Tianhe in 2011, its brand name has received increasing local recognition and improving operating result was achieved. However, market competition has been intensified. There are a few more worldwide brand name hotels opened or scheduled to be opened within the Tianhe district soon. In addition, prospect arising from government related spending is expected to be negatively affected by recent political development of the PRC. Despite the value of the hotel premise is high, the Group may only secure sufficient net operating cash inflow to meet its financing need and obtain net profit after depreciation, amortisation and financing costs through long-term operation and commitment. As such, the Group may consider selling its hotel properties and business if there is an attractive acquisition offer so as to concentrate resources on its real estate business as stated above.

– 10 –

GENERAL INFORMATION

APPENDIX II

1. 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 Company. 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 aspects and not misleading or deceptive, and there are no other matters, the omission of which would make any statement herein or this circular misleading.

2. DISCLOSURE OF DIRECTORS’ INTERESTS

As at the Latest Practicable Date, none of the Directors nor the chief executive of the Company had registered any interest or short position in the shares, underlying shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which would have 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 were taken or deemed to have under such provisions of SFO), or which were required to be and are recorded in the register required to be kept by the Company 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 Issuers adopted by the Company (the ‘‘Model Code’’).

3. DISCLOSURE OF INTEREST OF SUBSTANTIAL SHAREHOLDERS

As at the Latest Practicable Date, so far as is known to the Directors and chief executives of the Company, the following persons (not being a Director or chief executive of the Company) had interests or short positions in the shares and underlying shares of the Company which would fall to be disclosed to the Company and the Stock Exchange under provisions of Division 2 and 3 of Part XV of the SFO:

			Percentage of
	Number of	Number of	the Company’s
	ordinary	underlying	issued share
Name	shares held	shares interest	capital
			%
Winspark Venture Limited1	829,509,340	—	25.69%
Talent Trend2	—	7,196,515,152	222.89%
Top Rich Limited3	—	1,151,515,151	35.67%

Notes:

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

2. The entire issued share capital of Talent Trend Holdings Limited is directly, beneficially and wholly owned by Mr. Zhang Gao Bin.

3. The entire issued share capital of Top Rich Limited is held by Top One Limited, which is directly, beneficially and wholly owned by Mr. Choi Chiu Fai, Stanley.

– 11 –

GENERAL INFORMATION

APPENDIX II

Save as mentioned above, as at the Latest Practicable Date, to the Directors’ knowledge, there was no other person (other than the Directors or chief executives of the Company) who had interests or short positions in the shares or underlying shares of the Company which would fall to be disclosed to the Company under the provisions of Division 2 and 3 of Part XV of SFO.

4. COMPETING INTERESTS

As at the Latest Practicable Date, none of the Directors or any of their respective associates was interested in any business apart from the Company’s business, which competed or was likely to compete, either directly or indirectly, with the Company’s business.

5. MATERIAL ADVERSE CHANGE

As at the Latest Practicable Date, the Directors confirmed that they were not aware of any material adverse change in the financial or trading position of the Group since 31 December 2012, the date to which the latest audited financial statements of the Group were made up.

6. SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors, proposed Directors had any existing or proposed service contracts with the Company which is not determinable by the employer within one year without payment of compensation other than statutory compensation.

7. INTEREST IN ASSETS OR CONTRACTS

As at the Latest Practicable Date, none of the Directors nor chief executives of the Company had any interest, direct or indirect, in any asset which had been since 31 December 2012, being the date to which the latest published audited financial statements of the Group were made up, acquired or disposed of by or leased to any member of the Group or were proposed to be acquired or disposed of by or leased to any member of the Group.

As at the Latest Practicable Date, none of the Directors nor chief executives of the Company was materially interested in any contract or arrangement subsisting at the date of this circular which is significant in relation to the business of the Company.

8. LITIGATION

As at the Latest Practicable Date, neither the Company nor any of its subsidiaries was engaged in any litigation or claim of material importance and, so far as the Directors were aware, no litigation or claim of material importance was pending or threatened against the Company or any of its subsidiaries.

– 12 –

GENERAL INFORMATION

APPENDIX II

9. MATERIAL CONTRACTS

The following contracts (not being contract in the ordinary course of business) have been entered into by the members of the Group within the two years immediately preceding the issue of this circular and are or may be material:

• (a) the Sale and Purchase Agreement;

• (b) the agreement dated 16 April 2013 in relation to the disposal of the basement floor of the commercial podium of Tianlun Garden (天倫花園) by the Group to Mr. Feng Guoqiang, an Independent Third Party, at an aggregate consideration of RMB36.0 million, which has been disclosed in the announcement dated 16 April 2013 of the Company;

• (c) the sale and purchase agreement dated 25 January 2013 in relation to the disposal of 63.2% of the equity interest in Hainan Honglun Properties Limited by the Group to Talent Trend Holdings Limited, a connected person (as defined under the Listing Rules), at an implied consideration of approximately HK$259.9 million satisfied by way of setting of against the convertible notes issued by the Company held by the purchaser with face value of HK$337 million, which has been disclosed in the announcement dated 25 January 2013 of the Company;

• (d) the agreement dated 20 December 2012 in relation to the disposal of the 25% equity interest of Hainan White Horse Swan Bay Garden Properties Limited by the Group to Guangzhou Xinyi Shiye Development Co., Ltd, an Independent Third Party, at a consideration of approximately RMB85.1 million, which has been disclosed in the announcement dated 20 December 2012 of the Company; and

• (e) the disposal agreements dated 24 June 2011 in relation to the disposal of 18 commercial units of Phase II of Jingang Garden by the Group to Independent Third Parties, at an aggregate consideration of RMB202 million, which has been disclosed in the announcement dated 24 June 2011 of the Company.

10. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are available for inspection at Unit 1217, North Tower Concordia Plaza, No. 1 Science Museum Road, Tsim Sha Tsui East, Kowloon, Hong Kong during normal business hours up to and including the date of the SGM.

• (a) the memorandum and articles of association of the Company;

• (b) the Sale and Purchase Agreement;

• (c) other material contracts referred to in the paragraph headed ‘‘Material Contracts’’ in this appendix;

• (d) the annual reports of the Company for the three years ended 31 December 2010, 2011 and 2012;

• (e) this circular.

– 13 –

GENERAL INFORMATION

APPENDIX II

11. GENERAL

• (a) The company secretary of the Company is Mr. Lee Wai Kuen, a Certified Public Accountant (Practising) of the Hong Kong Institute of Certified Public Accountants and a fellow member of the Association of Chartered Certified Accountants.

• (b) The Company’s branch share registrar is Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong.

• (c) The registered office of the Company is Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda.

• (d) The head office and principal place of business in Hong Kong is Unit 1217, North Tower Concordia Plaza, No. 1 Science Museum Road, Tsim Sha Tsui East, Kowloon, Hong Kong.

• (e) The English text of this circular shall prevail over the Chinese text in the case of any inconsistency.

– 14 –

NOTICE OF SGM

==> picture [56 x 39] intentionally omitted <==

TALENT PROPERTY GROUP LIMITED 新 天 地 產 集 團 有 限 公 司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 00760)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT a special general meeting (‘‘SGM’’) of the Company will be held at Unit 1217, North Tower Concordia Plaza, No. 1 Science Museum Road, Tsim Sha Tsui East, Kowloon, Hong Kong on Tuesday, 28 May 2013 at 10:30 a.m. to consider and if thought fit, pass with or without amendments, the following resolution:

ORDINARY RESOLUTION

‘‘THAT:

• (a) the Sale and Purchase Agreement as defined in the circular dated 10 May 2013 despatched to the shareholders of the Company (the ‘‘Circular’’), a copy of which has been produced to this meeting marked ‘‘A’’ and signed by the Chairman hereof for the purpose of identification, and all the transactions contemplated thereunder be and are hereby approved, confirmed and ratified;

• (b) any one director of the Company be and is hereby authorised to do all such acts and things as he in his sole and absolute discretion deems necessary, desirable or expedient to implement, give effect to and/or complete the Sale and Purchase Agreement and the transactions contemplated thereunder, where required, any amendment of the terms of the Sale and Purchase Agreement as required by, or for the purposes of obtaining the approval of, relevant authorities or to comply with all applicable laws, rules and regulations.’’

By order of the Board Talent Property Group Limited Ng Pui Keung Chairman

Hong Kong, 10 May 2013

• For identification purposes only

– 15 –

NOTICE OF SGM

Notes:

1. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holder(s), and for this purpose seniority will be determined by the order in which the names stand in the Register of Members of the Company.

2. To be valid, the form of proxy, together with any power of attorney (if any) or other authority (if any) under which it is signed or a notarially certified copy thereof, must be deposited at the Company’s branch share registrar, Computershare Hong Kong Investor Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong no later than 48 hours before the appointed time for the holding of the Meeting (or at any adjournment thereof).

3. A proxy need not be a member of the Company but must attend the Meeting in person to represent you.

4. Completion and delivery of the form of proxy will not preclude you from attending and voting at the meeting if you so wish.

– 16 –