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Talent Property Group Limited Proxy Solicitation & Information Statement 2013

Mar 20, 2013

49450_rns_2013-03-20_dcaa3551-f60a-4804-9ede-60fe5ed87593.pdf

Proxy Solicitation & Information Statement

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

(Incorporated in Bermuda with limited liability)

(Stock Code: 00760)

Form of proxy for use at the Special General Meeting of the Company to be held on Friday, 12 April 2013 at 9:30 a.m. (or any adjournment thereof)

I/We[1]

of

being a member of Talent Property Group Limited (the ‘‘Company’’) and the registered holder(s) of of HK$0.004 each in the capital of the Company, HEREBY APPOINT THE CHAIRMAN OF THE MEETING or[3] of

2 ordinary shares

as my/our proxy to act for me/us at the special general meeting of the Company (the ‘‘SGM’’) (or at any adjournment thereof), to be held on Friday, 12 April 2013 at 9:30 a.m. for the purposes of considering and, if thought fit, passing, or with or without modification, the resolution set out in the notice of the SGM (the ‘‘Notice’’), and at the SGM (and at any adjournment thereof) to vote for me/us and in my/ our name(s) in respect of the resolution as indicated below, or if no such indication is given, as my/our proxy thinks fit.

Ordinary Resolution For[4] Against[4] (a) The Sale and Purchase Agreement as defined in the circular dated 21 March 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) the redemption and cancellation of the Convertible Notes (as defined in the Circular) with face value of HK$337 million pursuant to the Sale and Purchase Agreement be and are hereby approved; and (c) any one director of the Company be and is hereby authorized 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, including without limitation the redemption and cancellation of the Convertible Notes with face value of HK$337 million, and, 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.

Dated 2013 Shareholder’s signature[5]

Notes:

  1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS. 2. Please insert the number of shares registered in your name(s) to which the proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares of the Company registered in your name(s).

  2. If any proxy other than the Chairman is preferred, strike out ‘‘Chairman of the meeting’’ and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

  3. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED ‘‘FOR’’. IF YOU WISH TO VOTE AGAINST ANY RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED ‘‘AGAINST’’. Failure to complete any or all the boxes will entitle your proxy to cast his vote at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the SGM other than those referred to the Notice of the SGM.

  4. This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either under its common seal or under the hand of an officer or attorney duly authorized.

  5. 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.

  6. thereof,To be valid,must thisbe depositedform of proxy,at the togetherCompanywith’s branchany powershare ofregistrar,attorneyComputershare(if any) or otherHongauthorityKong Investor(if any) underLimitedwhichat 17Mit isFloor,signedHopewellor a notariallyCentre,certified183 Queencopy’s Road East, Wanchai, Hong Kong no later than 48 hours before the appointed time for the holding of the SGM (or at any adjournment thereof).

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

  8. Completion and delivery of this form of proxy will not preclude you from attending and voting at the SGM if you so wish.

  • For identification purposes only