Talent Property Group Limited — Proxy Solicitation & Information Statement 2023

Aug 23, 2023

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about this circular or as to the action to be taken, you should consult your licensed securities dealer or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your securities in Talent Property Group Limited , you should at once hand this circular 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 the 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.

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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)

PROPOSED SHARE CONSOLIDATION, PROPOSED CHANGE IN BOARD LOT SIZE AND NOTICE OF SPECIAL GENERAL MEETING

A letter from the board of directors of the Company is set out on pages 5 to 12 of this circular. A notice convening the special general meeting (the “ SGM ”) of the Company to be held at United Conference Centre, 10/F, United Centre, 95 Queensway, Hong Kong on Monday, 11 September 2023 at 4:00 p.m. is set out on pages 13 to 14 of this circular. Whether or not you are able to attend the SGM, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, 17M Floor, Hopewell Centre, 183 Queen’s Road East, 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 and return of the form of proxy shall not preclude you from attending and voting in person at the SGM or any adjournment thereof should you so wish.

24 August 2023

• For identification purposes only

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
EXPECTED TIMETABLE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
NOTICE OF SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13

– i –

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions have the meanings as set out below:

• “Board” the board of Directors

• “CCASS” the Central Clearing and Settlement System established and operated by HKSCC

• “CCASS Operational Procedures” the Operational Procedures of HKSCC in relation to CCASS, containing the practices, procedures and administrative requirements relating to operations and functions of CCASS, as from time to time in force

• “Change in Board Lot Size” the proposed change in board lot size of the Shares for trading on the Stock Exchange from 15,000 Existing Shares to 30,000 Consolidated Shares

• “Company” Talent Property Group Limited, a company incorporated in Bermuda with limited liability and the Shares of which are listed on the Stock Exchange

• “Consolidated Share(s)” ordinary share(s) of HK$0.08 each in the share capital of the Company after the Share Consolidation becoming effective

• “Director(s)” the director(s) of the Company

• “Existing Share(s)” ordinary share(s) of HK$0.004 each in the existing share capital of the Company before the Share Consolidation becomes effective

• “General Rules of CCASS” the terms and conditions regulating the use of CCASS, as may be amended or modified from time to time and where the context so permits, shall include the CCASS Operational Procedures

• “Group” the Company together with its subsidiaries

• “HK$” Hong Kong dollar(s), the lawful currency of Hong Kong

• “HKSCC”

• Hong Kong Securities Clearing Company Limited

“Hong Kong”

the Hong Kong Special Administrative Region of the People’s Republic of China

– 1 –

DEFINITIONS

“Latest Practicable Date” 18 August 2023, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

18 August 2023, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

“SGM” the special general meeting of the Company convened to be held for the purpose of considering and, if thought fit, approving the proposed Share Consolidation

“Share(s)” the Existing Share(s) or as the context may require, the Consolidated Share(s) “Share Consolidation” the proposed consolidation of every 20 issued and unissued Existing Shares in the share capital of the Company into one Consolidated Share in the share capital of the Company “Shareholder(s)” registered holder(s) of the issued Shares of the Company “Stock Exchange” The Stock Exchange of Hong Kong Limited

– 2 –

EXPECTED TIMETABLE

The expected timetable for the Share Consolidation and Change in Board Lot Size is set out below. The expected timetable is subject to the results of the SGM and is therefore for indicative purpose only. Any change to the expected timetable will be announced in a separate announcement by the Company as and when appropriate. All times and dates in this circular refer to Hong Kong local times and dates.

Latest time for lodging transfers of shares in order to qualify for attendance and voting at the SGM. . . . . . . . . . . . . . . . . . . . . . . . 4:30 p.m. on Tuesday, 5 September 2023 Register of members closes (both days inclusive). . . . . . . Wednesday, 6 September 2023 to Monday, 11 September 2023 Latest time for lodging forms of proxy for the SGM . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Saturday, 9 September 2023 Date and time of the SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Monday, 11 September 2023 Publication of the announcement of the results of the SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 11 September 2023

The following events are conditional on the fulfilment of the conditions for the implementation of the Share Consolidation as set out in this circular.

Effective date of the Share Consolidation . . . . . . . . . . . . . . Wednesday, 13 September 2023 First day of free exchange of existing share certificates for new share certificates for Consolidated Shares . . . . . Wednesday, 13 September 2023 Dealing in the Consolidated Shares commences . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Wednesday, 13 September 2023 Original counter for trading in the Existing Shares in board lots of 15,000 Existing Shares (in the form of existing share certificates) temporarily closes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Wednesday, 13 September 2023 Temporary counter for trading in the Consolidated Shares in board lots of 750 Consolidated Shares (in the form of existing share certificates) opens . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Wednesday, 13 September 2023

– 3 –

EXPECTED TIMETABLE

Original counter for trading in the Consolidated Shares in new board lots of 30,000 Consolidated Shares (in the form of new share certificates for the Consolidation Shares) re-opens. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Wednesday, 27 September 2023 Parallel trading in the Consolidated Shares (in the form of new share certificates for the Consolidated Shares and existing share certificates) commences . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Wednesday, 27 September 2023 Designated broker starts to stand in the market to provide matching services for odd lots of the Consolidated Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Wednesday, 27 September 2023 Designated broker ceases to stand in the market to provide matching services for odd lots of the Consolidated Shares. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Wednesday, 18 October 2023 Temporary counter for trading in the Consolidated Shares in board lots of 750 Consolidated Shares (in the form of existing share certificates) closes . . . . . . . . . . . . . . . . . . . . . 4:10 p.m. on Wednesday, 18 October 2023 Parallel trading in the Consolidated Shares (in the form of new share certificates for the Consolidation Shares and existing share certificates) ends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:10 p.m. on Wednesday, 18 October 2023 Last day for free exchange of existing share certificates for new share certificates for the Consolidated Shares . . . . . . . . . . . . . . . . . 4:30 p.m. on Friday, 20 October 2023

– 4 –

LETTER FROM THE BOARD

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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)

Executive Directors: Mr. Zhang Gao Bin Mr. Luo Zhangguan

Independent Non-Executive Directors:

Mr. Lo Wai Hung Mr. Mak Yiu Tong Mr. Fok Chi Tat Michael

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

Head Office and 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 Kowloon, Hong Kong

24 August 2023

To the Shareholders

Dear Sir or Madam,

PROPOSED SHARE CONSOLIDATION, PROPOSED CHANGE IN BOARD LOT SIZE AND NOTICE OF SPECIAL GENERAL MEETING

1. INTRODUCTION

Reference is made to the announcement of the Company dated 4 August 2023 (the “ Announcement ”) in relation to, among other matters, the proposed Share Consolidation and the proposed Change in Board Lot Size. The purpose of this circular is to provide you with more information regarding the proposed Share Consolidation, proposed Change in Board Lot Size and the Notice of SGM.

• For identification purposes only

– 5 –

LETTER FROM THE BOARD

2. PROPOSED SHARE CONSOLIDATION

The Board proposes that every 20 Existing Shares in the issued and unissued share capital of the Company be consolidated into one Consolidated Share.

Effects of the Share Consolidation

As at the Latest Practicable Date, the authorised share capital of the Company is HK$500,000,000 divided into 125,000,000,000 Shares of par value of HK$0.004 each, and there are 10,293,136,554 Existing Shares in issue which are fully paid or credited as fully paid. Assuming no further Shares will be issued from the Latest Practicable Date up to the date of the SGM, upon the Share Consolidation becoming effective, there will be 514,656,827 Consolidated Shares in issue which are fully paid or credited as fully paid. The authorised share capital of the Company will remain at HK$500,000,000 but will be divided into 6,250,000,000 Consolidated Shares of HK$0.08 each.

Upon the Share Consolidation becoming effective, the Consolidated Shares shall rank pari passu in all respects with each other. As at the Latest Practicable Date, the Company did not have any outstanding options, warrants, or other securities in issue which are convertible into or give rights to subscribe for, convert or exchange into, any Existing Shares or Consolidated Shares.

Other than the expenses to be incurred in relation to the Share Consolidation, the implementation of the Share Consolidation will not alter the underlying assets, business operations, management or financial position of the Company or the proportionate interests or rights of the Shareholders. The Board believes that the Share Consolidation will not have any material adverse effect on the financial position of the Company.

Conditions of the Share Consolidation

The implementation of the Share Consolidation is conditional upon:

• (i) the passing of an ordinary resolution by the Shareholders at the SGM to approve the Share Consolidation;

• (ii) the Stock Exchange granting the listing of, and permission to deal in, the Consolidated Shares in issue and to be issued upon the Share Consolidation becoming effective; and

• (iii) the compliance with all relevant procedures and requirements under the applicable laws of Bermuda and the Listing Rules to effect the Share Consolidation.

Subject to the fulfilment of the conditions of the Share Consolidation, the effective date of the Share Consolidation is expected to be on Wednesday, 13 September 2023.

– 6 –

LETTER FROM THE BOARD

As at the Latest Practicable Date, none of the above conditions have been fulfilled.

Listing Application

An application will be made by the Company to the Stock Exchange for the listing of, and permission to deal in, the Consolidated Shares in issue and to be issued upon the Share Consolidation becoming effective.

Subject to the granting of the listing of, and permission to deal in, the Consolidated Shares on the Stock Exchange, as well as compliance with the stock admission requirements of the HKSCC, the Consolidated Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Consolidated Shares on the Stock Exchange or such other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second settlement day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. All necessary arrangements will be made for the Consolidated Shares to be admitted into CCASS established and operated by HKSCC.

None of the Existing Shares are listed or dealt in on any other stock exchange other than the Stock Exchange, and at the time the Share Consolidation becomes effective, the Consolidated Shares in issue will not be listed or dealt in on any stock exchange other than the Stock Exchange, and no such listing or permission to deal is being or is proposed to be sought.

3. PROPOSED CHANGE IN BOARD LOT SIZE

As at the Latest Practicable Date, the Existing Shares are traded on the Stock Exchange in board lot size of 15,000 Existing Shares. It is proposed that, subject to and conditional upon the Share Consolidation becoming effective, the board lot size for trading on the Stock Exchange be changed from 15,000 Existing Shares to 30,000 Consolidated Shares.

Based on the closing price of HK$0.010 per Existing Share (equivalent to the theoretical closing price of HK$0.20 per Consolidated Share) as at the Latest Practicable Date, (i) the value of each board lot of 15,000 Existing Shares is HK$150; (ii) the value of each board lot of 15,000 Consolidated Shares would be HK$3,000 assuming the Share Consolidation had already become effective; and (iii) the estimated value per board lot of 30,000 Consolidated Shares would be HK$6,000 on the assumption that the Change in Board Lot Size had also become effective.

The Change in Board Lot Size will not result in any change in the relative rights of the Shareholders.

– 7 –

LETTER FROM THE BOARD

4. REASONS FOR THE SHARE CONSOLIDATION AND CHANGE IN BOARD LOT SIZE

Pursuant to Rule 13.64 of the Listing Rules, where the market price of the securities of an issuer approaches the extremities of HK$0.01 or HK$9,995, the issuer may be required either to change the trading method or to proceed with a consolidation or splitting of its securities. The “Guide on Trading Arrangements for Selected Types of Corporate Actions” issued by the Hong Kong Exchanges and Clearing Limited on 28 November 2008 and updated on 1 October 2020 (the “ Guide ”) has further stated that (i) market price of the shares at a level less than HK$0.1 will be considered as trading at extremity as referred to under Rule 13.64 of the Listing Rules, and (ii) taking into account the minimum transaction costs for a securities trade, the expected board lot value should be greater than HK$2,000.

Based on the closing price of the Existing Shares of HK$0.010 as at the Latest Practicable Date and the board lot size of 15,000 Existing Shares, the board lot value of the Existing Shares is HK$150. In order to enable the Company to comply with the trading requirements under the Listing Rules, the Board considers it appropriate to conduct the Share Consolidation and Change in Board Lot Size. The Board had considered alternative ratios for the Share Consolidation, but having taken into account (i) the recent trading price of Shares for the past six months (during which the Share price of the Company has been trading at or below HK$0.02) and (ii) the low trading price of the Shares as at the Latest Practicable Date, the Board considered that the Share Consolidation ratio (i.e. every 20 Existing Shares into one Consolidated Share) is appropriate in order to enable the Company to maintain a market price that does not approach the extremity as set out under Rule 13.64 of the Listing Rules. Furthermore, coupled with the Share Consolidation, it is hoped that the increase in board lot size will enable the Company a higher likelihood of maintaining the expected board lot value (as set out in the Guide) in the long run, in the event the property market experiences a downturn and the Company’s Share price experiences any significant deterioration in the future. The Board had also considered alternative ratios for the Change in Board Lot Size, but in order to minimize the negative impact arising from the creation of odd lots as a result of the Share Consolidation, the Board has determined that the increase to a board lot size of 30,000 would be appropriate. As such, after the Share Consolidation and the Change in Board Lot Size become effective, the estimated board lot size value will be HK$6,000. In addition, the Board considers that the Share Consolidation and the Change in Board Lot Size will reduce the overall transaction and handling costs of dealings in the Shares as a proportion of the market value of each board lot, since most of the banks/securities houses will charge minimum transaction costs for each securities trade. With a corresponding upward adjustment in the trading price of the Consolidated Shares, the Board believes that the Share Consolidation and the Change in Board Lot Size will maintain the trading amount for each board lot at a reasonable level, which makes investing in the Shares more attractive to a broader range of investors, in particular to institutional investors, whose house rules might otherwise prohibit or restrict trading in securities that are priced below a prescribed floor, and therefore would help to further broaden the Shareholder base of the Company. The Board believes that the Share Consolidation will not have any material adverse effect on the financial position of the Group nor result in change in the relative rights of the Shareholders.

– 8 –

LETTER FROM THE BOARD

Notwithstanding the costs incurred by the Company for the implementation of the Share Consolidation and the Change in Board Lot Size and the creation of odd lots to the Shareholders, in view of the reasons set out above, the Board considers that the Share Consolidation and Change in Board Lot Size (including the current ratio of the Share Consolidation and the Change in Board Lot Size) are justifiable. Accordingly, the Board is of the view that the Share Consolidation and the Change in Board Lot Size (including the current ratio of the Share Consolidation and the Change in Board Lot Size) are fair and reasonable and in the interest of the Company and the Shareholders as a whole.

As at the Latest Practicable Date, the Company has no intention to carry out other corporate actions in the next 12 months which may affect the trading in the Shares, and the Company does not have any concrete plan to conduct any fund-raising activities in the next 12 months. However, the Board cannot rule out the possibility that the Company will conduct debt and/or equity fund-raising exercises when suitable fund-raising and/or investment opportunities arise in order to support, among others, working capital requirements and future development of the Group. The Company will make further announcement in this regard in accordance with the Listing Rules as and when appropriate.

5. OTHER ARRANGEMENTS

Entitlement of Fractional Consolidated Shares

Fractional Consolidated Shares (if any) will be disregarded and will not be issued to the Shareholders but all such fractional Consolidated Shares will be aggregated and, if possible, sold for the benefit of the Company. Fractional Consolidated Shares will only arise in respect of the entire shareholding of a holder of the Existing Shares regardless of the number of share certificates held by such holder.

Odd Lots Arrangement and Matching Services

In order to facilitate the trading of odd lots (if any) of the Consolidated Shares, the Company will appoint a securities firm as an agent to provide matching services, on a best effort basis, to those Shareholders who wish to acquire odd lots of the Consolidated Shares to make up a full board lot, or to dispose of their holding of odd lots of the Consolidated Shares.

Shareholders who wish to take advantage of this facility should contact Ms. Angie Yeung of Astrum Capital Management Limited at Room 2704, Tower 1, Admiralty Centre, 18 Harcourt Road, Admiralty, Hong Kong (telephone number (852) 3665 8160) during office hours (9:00 a.m. to 12:00 noon and 1:00 p.m. to 4:00 p.m.) on working days (excluding Saturdays, Sundays and public holidays) for the period from Wednesday, 27 September 2023 to Wednesday, 18 October 2023 (both days inclusive).

– 9 –

LETTER FROM THE BOARD

Holders of odd lots of the Consolidated Shares should note that the matching of the sale and purchase of odd lots of the Consolidated Shares is not guaranteed. Shareholders who are in any doubt about the odd lots matching arrangement are recommended to consult their own professional advisers.

Exchange of Certificates for Consolidated Shares

Subject to the Share Consolidation becoming effective, which is currently expected to be Wednesday, 13 September 2023, Shareholders may on or after Wednesday, 13 September 2023 and until Friday, 20 October 2023 (both days inclusive), submit their existing share certificates in blue colour for the Existing Shares to the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong for exchange for new share certificates in yellow colour for the Consolidated Shares at the expense of the Company.

Shareholders should note that after the prescribed time for free exchange of new share certificates, a fee of HK$2.5 per share certificate (or such higher amount as may from time to time be allowed by the Stock Exchange) will be payable by the Shareholders to the share registrar for exchange of new share certificates.

After 4:10 p.m. on Wednesday, 18 October 2023, trading will only be in Consolidated Shares, the share certificates of which will be issued in yellow colour. Existing share certificates in blue colour for the Existing Shares will remain valid and effective as documents of title and may be exchanged for certificates for Consolidated Shares at any time, but will cease to be valid for delivery, trading and settlement purposes.

6. SGM

The SGM will be held at United Conference Centre, 10/F, United Centre, 95 Queensway, Hong Kong on Monday, 11 September 2023 at 4:00 p.m. to consider and, if thought fit, pass the resolution to approve the Share Consolidation.

A notice convening the SGM is set out on pages 13 to 14 of this circular. A form of proxy for the SGM is enclosed with this circular. Whether or not you intend to be present at the SGM, you are advised to complete the form of proxy and return it to the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, 17M Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong in accordance with the instructions printed thereon not less than 48 hours before the time scheduled for the SGM or any adjournment thereof. The completion and return of a form of proxy will not preclude you from attending and voting at the meeting in person or any adjourned meeting should you so wish, and in such case, the form of proxy submitted by you shall be deemed to be revoked.

– 10 –

LETTER FROM THE BOARD

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, no Shareholder would have a material interest in the Share Consolidation which is different from other Shareholders, and accordingly, no Shareholder is required to abstain from voting on the resolution approving the Share Consolidation at the SGM pursuant to the Listing Rules and/or the Bye-laws.

In accordance with Rule 13.39(4) of the Listing Rules, all votes at the SGM will be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. An announcement on the poll results will be published by the Company after the SGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

7. CLOSURE OF REGISTER OF MEMBERS

The register of members will be closed from Wednesday, 6 September 2023 to Monday, 11 September 2023, both days inclusive, during which period no transfer of Shares will be registered. In order to determine the entitlement to attend and vote at the SGM, all transfer of Shares, accompanied by the relevant share certificates and transfer forms, must be lodged with the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong, for registration not later than 4:30 p.m. on Tuesday, 5 September 2023.

8. 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 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.

9. RECOMMENDATION

The Directors consider that the proposed Share Consolidation and Change in Board Lot Size are in the best interests of the Group and the Shareholders as a whole. Accordingly, the Directors recommend you to vote in favour of the ordinary resolution to be proposed at the SGM.

– 11 –

LETTER FROM THE BOARD

10. WARNING

Shareholders and potential investors of the Company should take note that the Share Consolidation is conditional upon the fulfilment of certain conditions and the Change in Board Lot Size is conditional upon the Share Consolidation becoming effective. Therefore, the Share Consolidation and the Change in Board Lot Size may or may not proceed.

Shareholders and potential investors of the Company are advised to exercise caution when dealing in the securities of the Company, and if they are in any doubt about their position, they should consult their professional advisers.

Yours faithfully By order of the Board Talent Property Group Limited Zhang Gao Bin Chairman

– 12 –

NOTICE OF SGM

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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 the special general meeting (the “ SGM ”) of Talent Property Group Limited (the “ Company ”) will be held at United Conference Centre, 10/F, United Centre, 95 Queensway, Hong Kong on Monday, 11 September 2023 at 4:00 p.m. for the purpose of considering and, if thought fit, passing the following resolution with or without amendments as an ordinary resolution of the Company:

ORDINARY RESOLUTION

“ THAT subject to and conditional upon the granting of approval by the Listing Committee of The Stock Exchange of Hong Kong Limited for the listing of, and permission to deal in, the Consolidated Shares (as defined below) arising from the Share Consolidation (as defined below):

• (a) with effect from the second business day immediately following the date on which this resolution is passed:

• (i) every 20 issued and unissued ordinary shares with a par value of HK$0.004 each in the authorised and issued share capital of the Company be consolidated into one (1) ordinary share with a par value of HK$0.08 each (the “ Consolidated Shares ”) (the “ Share Consolidation ”), and such Consolidated Share(s) shall rank pari passu in all respects with each other and have the rights and privileges and be subject to the restrictions in respect of the shares contained in the memorandum of association and amended and restated bye-laws of the Company; and

• (ii) all fractional entitlements (if any) to the issued Consolidated Shares resulting from the Share Consolidation will be disregarded and will not be issued to the shareholders of the Company but all such fractional Consolidated Shares will be aggregated and, if possible, sold for the benefit of the Company in such manner and on such terms as the directors of the Company (the “ Directors ”) may think fit;

• For identification purposes only

– 13 –

NOTICE OF SGM

• (b) any one of the Directors be and is hereby authorised generally to do all such acts and things and sign, execute and deliver all documents (including affixing the common seal of the Company if appropriate) as he in his absolute discretion may consider necessary, desirable or expedient to give effect to, implement and complete the Share Consolidation and the transactions contemplated thereunder.”

By Order of the Board Talent Property Group Limited Zhang Gao Bin Chairman

Hong Kong, 24 August 2023

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

Head Office and 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 Kowloon, 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.

• (4) For the purpose of determining shareholders of the Company who are entitled to attend and vote at the forthcoming SGM to be held on Monday, 11 September 2023, the register of members of the Company will be closed from Wednesday, 6 September 2023 to Monday, 11 September 2023, both days inclusive. In order to qualify for attending and voting at the SGM, all transfer documents should be lodged for registration with Company’s Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Tuesday, 5 September 2023.

As at the date hereof, the Board comprises Mr. Zhang Gao Bin and Mr. Luo Zhangguan as Executive Directors and Mr. Lo Wai Hung, Mr. Mak Yiu Tong and Mr. Fok Chi Tat Michael as Independent Non-executive Directors.

– 14 –