Talent Property Group Limited — Proxy Solicitation & Information Statement 2016

May 11, 2016

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 United Conference Centre, 10/F, United Centre, 95 Queensway, Hong Kong on Wednesday, 1 June 2016 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 resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

1. ‘‘THAT

• (a) subject to the approval of The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’), the proposed amendment (the ‘‘Proposed Amendment’’) of the terms and conditions 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’’), such that Talent Trend would be allowed to convert such Convertible Notes, resulting in it holding 30% or more in the issued share capital of the Company, on the terms and conditions of a second supplemental deed dated 11 January 2016 entered into between the Company and Talent Trend (a copy of which is produced to the Meeting marked ‘‘A’’ and initialled by the Chairman of the Meeting for the purpose of identification, the ‘‘Second Supplemental Deed of Amendment’’) and the performance by the Company of its obligations thereunder be and are hereby approved, confirmed and ratified; and

• (b) 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 Amendment under the Second Supplemental Deed of Amendment and the whitewash waiver from the Executive Director (or any delegate of the

• For identification purposes only

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Executive Director) of the Corporate Finance Division of the Securities and Futures Commission (the ‘‘Executive’’) pursuant to Note 1 to the Notes on dispensations to Rule 26 of the Codes on Takeovers and Mergers and Share Buy-backs (the ‘‘Takeovers Code’’) in respect of the obligation of Talent Trend to make a mandatory general offer for all the ordinary share(s) of HK$0.004 each in the issued share capital of the Company (‘‘Shares’’) not already owned or agreed to be acquired by Talent Trend and parties acting in concert with it under Rule 26 of the Takeovers Code which would otherwise arise as a result of the conversion of the Convertible Notes into Shares pursuant to the terms of the Second Supplemental Deed of Amendment, including but not limited to the allotment and issue of the new 6,484,393,939 Shares upon exercise of the conversion rights under the Convertible Notes and any other matters contemplated thereunder.’’

2. ‘‘THAT

subject to the passing of resolution no. 1 above and the Executive granting to Talent Trend and parties acting in concert with it the waiver (the ‘‘Whitewash Waiver’’) pursuant to Note 1 to the Notes on dispensation to Rule 26 of the Takeovers Code waiving any obligation on the part of Talent Trend and parties acting in concert with it to make a mandatory general offer for all the securities of the Company not already owned or agreed to be acquired by Talent Trend and parties acting in concert with it which would otherwise arise under Rule 26.1 of the Takeovers Code as a result of the allotment and the issue of the Conversion Shares, and the satisfaction of any condition(s) attached to the Whitewash Waiver as may be imposed by the Executive, the Whitewash Waiver be and is hereby approved and any one director of the Company be and is hereby authorised to do all such acts and things as he/she considers necessary or expedient for the purpose of giving effect to any matters relating to or incidental to the Whitewash Waiver.’’

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

Hong Kong, 12 May 2016

Registered office: Clarendon House 2 Church Street Hamilton HM11 Bermuda

Principal place of business in Hong Kong: Unit A704, 3rd Floor, Tower A New Mandarin Plaza No. 14 Science Museum Road Tsim Sha Tsui East Hong Kong

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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 SGM or any adjournment thereof and in such event, the form of proxy will be deemed to be revoked.

• (4) Shareholders are advised to read the circular to the shareholders of the Company dated 12 May 2016 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 at a general meeting of the Company must be taken by poll. Accordingly, the Chairman of the SGM 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 SGM.

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, Mr. Chan Chi Mong, Hopkins and Mr. Mak Yiu Tong as Independent Non-executive Directors.

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