Talent Property Group Limited — Proxy Solicitation & Information Statement 2015

Nov 16, 2015

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.

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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: 760)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting (the ‘‘Meeting’’) of Talent Property Group Limited (the ‘‘Company’’) will be held at Room 6, United Conference Centre, 10/F., United Centre, 95 Queensway, Hong Kong on Tuesday, 1 December 2015 at 4:00 p.m. or any adjournment thereof for the purpose of considering, and if thought fit, passing with or without modification the following resolution as ordinary resolution of the Company:

ORDINARY RESOLUTION

‘‘THAT

• (a) subject to the approval of The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’), the proposed extension (the ‘‘Proposed Extension’’) of the conversion period and the maturity date of the zero coupon convertible notes in the aggregate principal amount of HK$2,139.85 million issued by the Company and held by Talent Trend Holdings Limited (‘‘Talent Trend’’) in satisfaction of part of the consideration of the acquisition of the entire issued share capital of Talent Central Limited by Canton Million Investments Limited, a wholly-owned subsidiary of the Company (the ‘‘Convertible Notes’’) from 10 December 2015 to 10 December 2016 (the ‘‘Extended Maturity Date’’) on the terms and conditions pursuant to (i) a deed of amendment dated 20 October 2015 entered into between the Company and Talent Trend (a copy of which are produced to the Meeting marked ‘‘A’’ and initialled by the Chairman of the Meeting for the purpose of identification), and (ii) a supplemental deed of amendment dated 4 November 2015 entered into between the Company and Talent Trend (a copy of which are produced to the Meeting marked ‘‘B’’ and initialled by the Chairman of the Meeting for the purpose of identification), and the performance by the Company of its obligations thereunder be and are hereby approved, confirmed and ratified;

• for identification purposes only

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• (b) subject to the approval of the Stock Exchange for the listing of, and permission to deal in, the Conversion Shares (as defined below), the issue and allotment of 6,484,393,939 new shares (‘‘Shares’’) with a nominal value of HK$0.004 each in the share capital of the Company (‘‘Conversion Shares’’) upon exercise of the conversion rights attaching to the Convertible Notes be and is hereby approved and any one or more of the directors (‘‘Directors’’) of the Company be and is/are hereby authorised to allot and issue the Conversion Shares pursuant to and in accordance with the terms and conditions of the Convertible Notes dated 10 December 2010; and

• (c) any one or more of the Directors be and is/are hereby authorised to do all such acts and things and execute all such documents, including under seal where applicable, as they consider necessary, desirable or expedient to implement and/or give effect to the Proposed Extension, including but not limited to the allotment and issue of the Conversion Shares upon exercise of the conversion rights attaching to the Convertible Notes and any other matters contemplated thereunder.’’

By Order of the Board Talent Property Group Limited You Xiaofei Chairman

Hong Kong, 16 November 2015

Registered office: Principal place of business in Hong Kong: Clarendon House Unit A704, 3rd Floor, Tower A 2 Church Street New Mandarin Plaza Hamilton HM11 No. 14 Science Museum Road Bermuda Tsim Sha Tsui East Hong Kong

Notes:

• (1) A member entitled to attend and vote at the Meeting is entitled to appoint another person as his proxy to attend and vote instead of him. A member who is the holder of two or more Shares may appoint more than one proxy to attend and vote instead of him. A proxy need not be a member of the Company.

• (2) Where there are joint holders of any Share, any one of such joint holders may vote, either in person or by proxy, in respect of such Share as if he/she were solely entitled thereto, but if more than one of such joint holders are present at the Meeting, the vote of the senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holder(s). For this purpose, seniority shall be determined by the order in which the names stand on the register of members of the Company in respect of the joint holding.

• (3) To be valid, a form of proxy and the power of attorney or other authority (if any) under which it is signed or a certified copy of that power or authority, must be deposited at the Company’s Hong Kong branch share registrar and transfer office, 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 a shareholder of the Company from attending and voting in person at the Meeting or any adjournment thereof and in such event, the form of proxy will be deemed to be revoked.

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• (4) Shareholders are advised to read the circular to the shareholders of the Company dated 16 November 2015 which contains information concerning the resolutions to be proposed in this notice.

• (5) According to Rule 13.39(4) of the Listing Rules, any vote of shareholders of the Company at a general meeting of the Company must be taken by poll. Accordingly, the Chairman of the Meeting will exercise his power under the articles of association of the Company to demand a poll in relation to the proposed ordinary resolution at the Meeting.

As at the date of this notice, the Board comprises Mr. You Xiaofei and Mr. Luo Zhangguan as executive directors and Mr. Lo Wai Hung, Ms. Pang Yuen Shan, Christina and Mr. Chan Chi Mong, Hopkins as independent non-executive directors.

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