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Talent Property Group Limited Proxy Solicitation & Information Statement 2025
49450_rns_2025-04-29_4e14f4dc-1ec7-4c99-b9c3-d57a8796fdb9.pdf
Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this circular, you should consult a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Talent Property Group Limited (the "Company"), you should at once hand this circular, together with the enclosed form of proxy to the purchaser or transferee or to the bank, stockbroker 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.
新天地产
TALENT PROPERTY
TALENT PROPERTY GROUP LIMITED
新天地產集團有限公司*
(Incorporated in Bermuda with limited liability)
(Stock Code: 760)
GENERAL MANDATES TO ISSUE NEW SHARES
AND TO REPURCHASE SHARES,
RE-ELECTION OF RETIRING DIRECTORS
AND
NOTICE OF ANNUAL GENERAL MEETING
A notice convening an annual general meeting of the Company to be held at United Conference Centre, 10/F, United Centre, 95 Queensway, Hong Kong on Monday, 9 June 2025 at 4:00 p.m. is set out on page 12 to 16 of this circular.
A form of proxy for use at the annual general meeting is enclosed herewith. Whether or not you are able to attend the meeting in person, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company's branch share registrar, Union Registrars Limited, at Suites 3301-04, 33/F, Two Chinachem Exchange Square, 338 King's Road, Norther Point, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for holding the annual general meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjournment thereof (as the case may be) should you so wish.
- For identification purpose only
30 April 2025
CONTENTS
Page
Definitions 1
Letter from the Board
Introduction 3
Re-election of Directors 4
General mandate to issue new shares 6
General mandate to repurchase shares 6
Annual General Meeting 7
Responsibility statement 7
Recommendation 8
Appendix — Explanatory Statement 9
Notice of Annual General Meeting 12
- i -
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:
"Annual General Meeting"
the annual general meeting of the Company to be held at United Conference Centre, 10/F, United Centre, 95 Queensway, Hong Kong on Monday, 9 June 2025 at 4:00 p.m., notice of which is set out on pages 12 to 16 of this circular, or any adjournment thereof
"associates"
has the meaning ascribed to it under the Listing Rules
"Board"
the board of Directors
"Bye-laws"
the existing bye-laws of the Company as amended, supplemented or modified from time to time
"Companies Act"
the Companies Act 1981 of Bermuda, as amended from time to time
"Company"
Talent Property Group Limited, a company incorporated in Bermuda with limited liability and the Shares of which are listed on the main board of the Stock Exchange
"connected person(s)"
has the meaning ascribed to it under the Listing Rules
"Directors"
the directors of the Company
"Group"
the Company and its subsidiaries and the expression "member of the Group" shall be construed accordingly
"HK$"
Hong Kong Dollar, the lawful currency of Hong Kong
"Hong Kong"
the Hong Kong Special Administrative Region of the People's Republic of China
"Latest Practicable Date"
23 April 2025, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular
"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange
"Notice"
the notice convening the Annual General Meeting as set out on page 12 to 16 of this circular
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- 2 -
| DEFINITIONS | |
|---|---|
| “Repurchase Mandate” | the proposed general mandate to repurchase Shares to be granted to the Directors at the Annual General Meeting |
| “Repurchase Resolution” | the proposed ordinary resolution as referred to in resolution No. 7(B) under the Notice |
| “Share(s)” | share(s) of HK$0.01 each in the existing share capital of the Company |
| “Share Issue Mandate” | the proposed general mandate to issue Shares to be granted to the Directors at the Annual General Meeting |
| “Shareholder(s)” | holder(s) of Share(s) |
| “Stock Exchange” | The Stock Exchange of Hong Kong Limited |
| “Takeovers Code” | the Hong Kong Code on Takeovers and Mergers |
| “%” | per cent |
LETTER FROM THE BOARD
新天地产
TALENT PROPERTY
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
Non-Executive Director:
Ms. Zhou Hanlu
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
30 April 2025
To the Shareholders
Dear Sir or Madam,
GENERAL MANDATES TO ISSUE NEW SHARES
AND TO REPURCHASE SHARES,
RE-ELECTION OF RETIRING DIRECTORS
AND
NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
The purpose of this circular is to give you notice of the Annual General Meeting to be held on Monday, 9 June 2025 and to provide you with information regarding the resolutions to be proposed at the AGM involving (i) the re-election of retiring Directors; (ii) the granting to the Directors of the Share Issue Mandate and the Repurchase Mandate; and (iii) to give you notice of the AGM.
- For identification purposes only
LETTER FROM THE BOARD
RE-ELECTION OF DIRECTORS
As at the Latest Practicable Date, the Board comprised two executive Directors, namely, Mr. Zhang Gao Bin and Mr. Luo Zhangguan, one non-executive Director, namely, Ms. Zhou Hanlu and three independent non-executive Directors, namely, Mr. Lo Wai Hung, Mr. Mak Yiu Tong and Mr. Fok Chi Tat Michael.
Ms. Zhou Hanlu ("Ms. Zhou"), Mr. Fok Chi Tat Michael ("Mr. Fok") and Mr. Mak Yiu Tong ("Mr. Mak") shall retire from office at the Annual General Meeting pursuant to provision 4(2) of Appendix A1, provision B.2.2 and B.2.3 of part 2 of Appendix C1 of the Listing Rules, respectively, as well as the Bye-laws and they, being eligible, will offer themselves for re-election.
The Nomination Committee of the Company has reviewed the structure and composition of the Board, the confirmations and disclosures given by the retiring directors, their qualifications, skills and experience, time commitment and contribution with reference to the nomination principles and criteria set out in the Company's director nomination policy and board diversity policy, and their independence.
Mr. Mak Yiu Tong was appointed as an independent non-executive director ("INED") in December 2015 and has served the Company for more than nine years. During his tenure of office, Mr. Mak has performed his duties as INED to the satisfaction of the Board. Through exercising the scrutinizing and monitoring function of an INED, he has contributed to an upright and efficient Board for the interest of the Shareholders and he has been able to fulfill all the requirements regarding independence of INED and provides annual confirmation of independence to the Company in accordance with Rule 3.13 of the Listing Rules. To the best knowledge of the Directors, as at the Latest Practicable Date, the Company is not aware of any matters or events that may occur or affect the independence of Mr. Mak.
The Board is of the opinion that Mr. Mak remains independent notwithstanding the length of his service and believes that his valuable knowledge and experience in the Group's business, his general business acumen including his extensive experience of over 30 years in the financial market as well as experience in legal industry, continue to bring valuable business and legal experience, knowledge and professionalism to the Board for its efficient and effective functioning and diversity. The Board considered to extend another 2-years terms of office and which is automatically renewable for successive term of one year upon expiring of the said term.
A separate ordinary resolution will be proposed at the AGM to approve the re-election of Mr. Mak as an INED. The Company will continue to review the independence of the INEDs annually and take all appropriate measures to ensure compliance of relevant provisions regarding their independence as required under the Listing Rules.
LETTER FROM THE BOARD
The Nomination Committee has recommended to the Board on re-election of all the retiring directors who are due to retire at the Annual General Meeting. Their biographical details are as follows:
Ms. ZHOU Hanlu – aged 36, obtained the certificate of accounting professional in Hubei Province in the People's Republic of China (the “PRC”) and graduated from Zhongnan University of Economics and Laws in the PRC with a bachelor’s degree in economics. Ms. Zhou joined the Group in 2011 and serves as the secretary to the president office of the PRC subsidiaries of the Company. Ms. Zhou has also been responsible for the overall planning and daily management of human resources, administration and management department of the PRC subsidiaries of the Company since 2015. In addition to acting as director, legal representative and supervisor of certain PRC subsidiaries of the Company, Ms. Zhou currently also serves as a member of the Environmental, Social and Governance (the “ESG”) Committee of the Company. Ms. Zhou has developed close connection across various function lines within the Group and has in-depth understanding of its internal affairs. Ms. Zhou joined the Board as a non-executive director in December 2024.
Mr. MAK Yiu Tong – aged 66, graduated from the China University of Political Science and Law with a bachelor of law degree in 1998. Mr. Mak has extensive experience in litigation and corporate matters. At present, he is legal executive of Chiu, Szeto & Cheng, Solicitors, a firm of solicitors in Hong Kong. Mr. Mak has been working in the legal industry for over 30 years. Mr. Mak is an independent non-executive director of Hao Tian International Constructions Investment Group Limited (stock code: 1341) and Aceso Life Science Group Limited (stock code: 474). All the aforementioned companies are listed on Main Board of The Stock Exchange of Hong Kong Limited. Mr. Mak joined the Board as an independent non-executive director in December 2015.
Mr. FOK Chi Tat Michael – aged 51, graduated from University of Toronto with Bachelor of Commerce and received his Master of Corporate Finance from The Hong Kong Polytechnic University and is a member of American Institute of Certified Public Accountants. Mr. Fok has over 25 years of extensive experience in auditing, corporate finance and investment banking focusing on IPO sponsorship, mergers and acquisitions, fund raising and corporate restructuring. At present, Mr. Fok is the co-founder and managing director of Maxa Capital Limited. Mr. Fok served as the managing director and deputy head of investment banking department in Huatai Financial Holdings (Hong Kong) Limited and was the director of Anglo Chinese Corporate Finance, Limited. Mr. Fok joined the Board as an independent non-executive director in August 2019.
Save as disclosed above, as at the Latest Practicable Date, none of the above Directors have entered into any service contract with the Company which is not determinable by the Company within one year without payment of compensation, other than statutory compensation, and none of them are appointed for a specific term. Each of their appointment is subject to retirement by rotation and re-election in accordance with the Bye-laws. For the year ended 31 December 2024, Ms. Zhou, Mr. Fok and Mr. Mak received an emolument equivalent to approximately RMB12,000, RMB210,000 and RMB210,000, respectively. Their emoluments are
LETTER FROM THE BOARD
determined by the Board with reference to the remuneration benchmark of the industry and the prevailing market conditions.
Save as disclosed above, in relation to the re-election of Ms. Zhou, Mr. Fok and Mr. Mak as Directors, there is no information to be disclosed pursuant to any of the requirements of Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no other matters that need to be brought to the attention of the Shareholders.
GENERAL MANDATE TO ISSUE NEW SHARES
At the Annual General Meeting, ordinary resolutions will be proposed: (i) to grant to the Directors a general mandate to allot, issue and deal with new Shares not exceeding 20% of the issued share capital of the Company as at the date of the passing of such resolution and (ii) subject to the passing of the proposed ordinary resolutions to approve the Share Issue Mandate and the Repurchase Mandate at the Annual General Meeting, to extend the Share Issue Mandate by the number of Shares repurchased under the Repurchase Mandate.
As at the Latest Practicable Date, there were 514,656,827 Shares in issue. Subject to the passing of the proposed ordinary resolution to approve the Share Issue Mandate set out in the resolution No. 7(A) under the Notice and on the basis that no further Shares are issued or repurchased between the Latest Practicable Date and the date of the Annual General Meeting, the Company would be allowed to issue and allot up to a maximum of 102,931,365 shares, being 20% of the issued share capital of the Company as at the Latest Practicable Date.
The Directors wish to state that they have no present intention of exercising the Share Issue Mandate to allot and issue new Shares.
GENERAL MANDATE TO REPURCHASE SHARES
At the annual general meeting of the Company held on Monday, 17 June 2024, a general mandate was given by the Shareholders to the Directors to exercise the powers of the Company to repurchase Shares. Such mandate will lapse at the conclusion of the Annual General Meeting. The Directors propose to seek your approval of the Repurchase Resolution to be proposed at the Annual General Meeting. An explanatory statement as required under Rule 10.06 of the Listing Rules to provide the requisite information of the Repurchase Mandate is set out in the Appendix to this circular.
The Directors wish to state that they have no present intention of exercising the Repurchase Mandate to repurchase Shares.
Subject to the passing of the Repurchase Resolution and on the basis that no further Shares are allotted and issued or repurchased between the Latest Practicable Date and the date of the Annual General Meeting, the Company would be allowed, under the Repurchase Mandate, to repurchase up to a maximum of 51,465,682 Shares, being 10% of the issued share capital of the Company as at the Latest Practicable Date.
LETTER FROM THE BOARD
The authority conferred by the Repurchase Resolution will continue in force until whichever is the earliest of: (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws or any applicable laws to be held; or (iii) the passing of an ordinary resolution of the Company in general meeting revoking or varying the authority set out in the Repurchase Resolution.
ANNUAL GENERAL MEETING
The Notice, which contains, inter alia, ordinary resolutions to re-elect retiring Directors and to approve the Share Issue Mandate and the Repurchase Mandate, is set out on page 12 to 16 of this circular.
A form of proxy for use at the Annual General Meeting is enclosed herewith. Whether or not you propose to attend the Annual General Meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Company's branch share registrar, Union Registrars Limited, at Suites 3301-04, 33/F, Two Chinachem Exchange Square, 338 King's Road, Norther Point, Hong Kong as soon as possible and in any event not less than 48 hours before the time fixed for holding the Annual General Meeting or any adjournment thereof. Completion and return of the form of proxy will not prevent you from attending and voting at the Annual General Meeting or any adjourned meeting thereof (as the case may be) should you wish to do so.
None of the Shareholders is required to abstain from voting at the Annual General Meeting pursuant to the Listing Rules and/or the Bye-laws.
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 Group. 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.
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LETTER FROM THE BOARD
RECOMMENDATION
The Directors consider that the re-election of retiring Directors and the grant of the Share Issue Mandate and the Repurchase Mandate are all in the interests of the Company and the Shareholders as a whole and accordingly recommend the Shareholders to vote in favour of all the resolutions set out in the Notice.
Yours faithfully,
By order of the Board of
Talent Property Group Limited
Zhang Gao Bin
Chairman
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APPENDIX
EXPLANATORY STATEMENT
This appendix serves as an explanatory statement, as required by the Listing Rules, to provide the requisite information to you for your consideration of the Repurchase Mandate which permits the purchase of Shares up to a maximum of 10% of the issued share capital of the Company as at the date of passing the Repurchase Resolution.
1. SHARE CAPITAL
As at the Latest Practicable Date, the issued share capital of the Company comprised 514,656,827 fully paid up Shares of HK$0.01 each. Subject to the passing of the Repurchase Resolution and on the basis that no further Shares are issued or repurchased between the Latest Practicable Date and the date of the Annual General Meeting, the Company would be allowed under the Repurchase Mandate to repurchase up to a maximum of 51,465,682 fully paid up Shares, representing 10% of the issued share capital of the Company as at the Latest Practicable Date.
2. REASONS FOR REPURCHASES
The Directors believe that the Repurchase Resolution is in the best interests of the Company and the Shareholders. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the value of the net assets and/or earnings per Share and will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders as a whole.
3. FUNDING OF REPURCHASES
In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with the Bye-laws and the Companies Act. Bermuda law provides that the amount of capital repaid in connection with a share repurchase may only be paid out of either the capital paid up on the relevant shares, or the funds of the Company that would otherwise be available for dividend or distribution or out of the proceeds of a fresh issue of shares made for the purpose. The amount of premium payable on repurchase may only be paid out of either the funds of the Company that would otherwise be available for dividend or distribution or out of the share premium account of the Company before the shares are repurchased.
It is expected that the Company will fund any repurchase of Shares from its available internal resources. There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited accounts contained in the annual report for the year ended 31 December 2024) in the event that the Repurchase Mandate were to be exercised in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements or gearing position of the Company as may be determined by the Directors from time to time to be appropriate for the Company.
APPENDIX
EXPLANATORY STATEMENT
4. DISCLOSURE OF INTEREST
None of the Directors, nor to the best of their knowledge having made all reasonable enquiries, any of their associates nor any directors of such associates, have any present intention to sell any Shares to the Company under the Repurchase Mandate if it is approved by the Shareholders.
No connected person (as defined in the Listing Rules) of the Company has notified the Company that he has a present intention to sell any Shares to the Company or its subsidiaries, nor have undertaken not to do so, in the event that the Company is authorized to make repurchases of its own shares and the Repurchase Mandate is approved by Shareholders.
5. UNDERTAKING OF THE DIRECTORS
The Directors have undertaken to the Stock Exchange that if they shall exercise the power of the Company to make repurchases pursuant to the Repurchase Mandate they will exercise the same in accordance with the Listing Rules, the Bye-laws and all applicable laws.
Neither this explanatory statement nor the proposed Repurchase Mandate has any unusual features.
6. SHARE PRICES
The highest and lowest prices at which the Shares were traded on the Stock Exchange during each of the twelve months preceding the Latest Practicable Date were as follows:
| | Highest
HK$ | Lowest
HK$ |
| --- | --- | --- |
| 2024 | | |
| April | 0.085 | 0.085 |
| May | 0.150 | 0.085 |
| June | 0.150 | 0.122 |
| July | 0.130 | 0.125 |
| August | 0.125 | 0.115 |
| September | 0.116 | 0.115 |
| October | 0.550 | 0.118 |
| November | 0.230 | 0.200 |
| December | 0.230 | 0.160 |
| 2025 | | |
| January | 0.196 | 0.150 |
| February | 0.175 | 0.141 |
| March | 0.158 | 0.100 |
| April (up to and including the Latest Practicable Date) | 0.133 | 0.130 |
APPENDIX
EXPLANATORY STATEMENT
7. SHARE REPURCHASE MADE BY THE COMPANY
There have been no repurchases by the Company, or any of its subsidiaries, of any Shares in the six months immediately preceding the Latest Practicable Date (whether on the Stock Exchange or otherwise).
8. EFFECT OF THE TAKEOVERS CODE
If as a result of the exercise of the power to repurchase Shares pursuant to the Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert could obtain or consolidate control of the Company and become obliged to make a mandatory offer for all Shares not already owned by them or their concert parties in accordance with Rule 26 of the Takeovers Code.
As at the Latest Practicable Date, to the best of the knowledge and belief of the Company, having made all reasonable enquiries, Talent Trend Holdings Limited (a company wholly and beneficially owned by Mr. Zhang Gao Bin) together with its associates held 330,400,946 Shares, representing approximately 64.19% of the issued share capital of the Company, and was the only substantial shareholders holding more than 10% of the issued share capital of the Company. On the basis that no further Shares are issued or repurchased and in the event that the Directors should exercise in full power to purchase Shares under the Repurchase Mandate, the shareholding of Talent Trend Holdings Limited together with its associates, in the Company would be increased to approximately 71.33% of the issued share capital of the Company. Accordingly, such increase would not give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code. The Directors have no present intention of exercising the Repurchase Mandate.
The Directors are also aware that the Listing Rules prohibit a company from making repurchase on the Stock Exchange if the result of the repurchase would be that less than 25% (or such other prescribed minimum percentage as determined by the Stock Exchange) of the issued share capital would be in the hands of the public. The Directors have no present intention to exercise the Repurchase Mandate to such an extent that would result in the Company failing to comply with the public float requirements under Rule 8.08 of the Listing Rules.
NOTICE OF ANNUAL GENERAL MEETING
新天地产
TALENT PROPERTY
TALENT PROPERTY GROUP LIMITED
新天地產集團有限公司*
(Incorporated in Bermuda with limited liability)
(Stock Code: 760)
NOTICE IS HEREBY GIVEN that the annual general meeting of Talent Property Group Limited (the "Company") will be held at United Conference Centre, 10/F, United Centre, 95 Queensway, Hong Kong on Monday, 9 June 2025 at 4:00 p.m. for the following purposes:
ORDINARY RESOLUTIONS
- To receive and approve the audited financial statements, the directors' report and the auditors' report for the year ended 31 December 2024.
- To re-elect Ms. Zhou Hanlu as a non-executive director of the Company;
- To re-elect Mr. Mak Yiu Tong as an independent non-executive director of the Company;
- To re-elect Mr. Fok Chi Tat Michael as an independent non-executive director of the Company.
- To authorize the board of directors to fix the remuneration of the directors.
- To re-appoint Cheng & Cheng Limited as the auditors of the Company and to authorize the board of directors to fix their remuneration.
- As special business, to consider and, if thought fit, pass with or without amendments, the following resolutions as ordinary resolutions of the Company:
(A) "THAT:
(a) subject to sub-paragraph (c) below, the exercise by the directors of the Company (the "Directors") during the Relevant Period (as hereinafter defined) of all the powers of the Company to issue, allot and deal with additional shares of the Company and to make or grant offers, agreements and options, including warrants, bonds, notes and debentures convertible into shares of the Company which would or might require the exercise of such power, subject to and in accordance with all applicable laws,
-
For identification purposes only
-
12 -
NOTICE OF ANNUAL GENERAL MEETING
requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (as amended from time to time) (the "Listing Rules") and the bye-laws of the Company, be and is hereby generally and unconditionally approved;
(b) the approval in sub-paragraph (a) above shall be in addition to any authorisation given to the directors of the Company and shall authorise the directors of the Company during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds, notes and debentures convertible into shares of the Company) which would or might require the exercise of such power after the end of the Relevant Period;
(c) the aggregate number of the share capital of the Company allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the directors of the Company pursuant to the approval in sub-paragraphs (a) and (b) above, otherwise than (i) pursuant to a Rights Issue (as hereinafter defined); or (ii) any issue of shares of the Company on the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any bonds, notes, debentures and securities which are convertible into shares of the Company; or (iii) an issue of shares of the Company under any share option scheme or similar arrangement providing for the grant to employees (including directors) of the Company and/or any of its subsidiaries of the rights to subscribe for shares of the Company; or (iv) an issue of shares of the Company in lieu of the whole or part of a dividend on share in accordance with the bye-laws of the Company, shall not exceed 20 per cent of the aggregate number of the share capital of the Company in issue as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and
(d) for the purposes of this resolution:
"Relevant Period" means the period from the date of the passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the bye-laws of the Company or any applicable laws of Hong Kong to be held; or
(iii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting.
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NOTICE OF ANNUAL GENERAL MEETING
"Rights Issue" means an offer of shares of the Company open for a period fixed by the directors of the Company to the holders of shares of the Company whose names appear on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares as at that date (subject to such exclusions or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the law of, or the requirements of any recognized regulatory body or any stock exchange in, any territory applicable to the Company).
(B) "THAT:
(a) subject to sub-paragraph (b) below, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase shares of the Company on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or on any other stock exchange on which the shares of the Company may be listed and recognised by the Securities and Futures Commission and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the requirements of the Hong Kong Code on Share Buy-backs and the Listing Rules or any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;
(b) the approval in sub-paragraph (a) of this resolution shall be in addition to any other authorisation given to the directors of the Company and shall authorise the directors of the Company on behalf of the Company during the Relevant Period to procure the Company to purchase its securities at a price determined by the directors of the Company;
(c) the aggregate number of shares of the Company to be repurchased by the Company pursuant to the approval in sub-paragraphs (a) and (b) above shall not exceed 10 per cent of the aggregate number of the issued share capital of the Company as at the date of passing this resolution, and the said approval shall be limited accordingly; and
(d) for the purposes of this resolution:
"Relevant Period" means the period from the date of the passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the bye-laws of the Company or any applicable laws of Hong Kong to be held; or
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NOTICE OF ANNUAL GENERAL MEETING
(iii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting."
(C) “THAT, conditional upon resolutions numbered 7(A) and 7(B) as set out in the notice convening this meeting being passed, the aggregate number of the issued shares in the capital of the Company which are repurchased by the Company under the authority granted to the directors of the Company pursuant to and in accordance with the said resolution numbered 7(B) above shall be added to the aggregate number of the share capital that may be allotted, issued or dealt with or agreed conditionally or unconditionally to be allotted, issued and dealt with by the directors of the Company pursuant to and in accordance with the resolution numbered 7(A) as set out in the notice convening this meeting.”
By Order of the Board of
Talent Property Group Limited
Zhang Gao Bin
Chairman
Hong Kong, 30 April 2025
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, Union Registrars Limited, at Suites 3301–04, 33/F, Two Chinachem Exchange Square, 338 King’s Road, Norther Point, 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.
NOTICE OF ANNUAL GENERAL MEETING
(4) For the purpose of determining shareholders of the Company who are entitled to attend and vote at the forthcoming AGM to be held on 9 June 2025 (Monday), the register of members of the Company will be closed from 4 June 2025 (Wednesday) to 9 June 2025 (Monday), both days inclusive. In order to qualify for attending and voting at the AGM, all transfer documents should be lodged for registration with Company's Hong Kong branch share registrar, Union Registrars Limited, at Suites 3301-04, 33/F, Two Chinachem Exchange Square, 338 King's Road, Norther Point, Hong Kong not later than 4:00 p.m. on 3 June 2025 (Tuesday).
(5) If Typhoon Signal No. 8 or above, or a "black" rainstorm warning signal or "extreme conditions" announced by the HKSAR Government is/are in force in Hong Kong at any time after 1:00 p.m. on the date of the annual general meeting, the meeting will be postponed. The Company will publish an announcement on the website of the Company at www.760hk.com and on the HKEXnews website of the Stock Exchange at www.hkexnews.hk to notify shareholders of the date, time and venue of the rescheduled meeting.
As at the date hereof, the Board comprises Mr. Zhang Gao Bin and Mr. Luo Zhangguan as Executive Directors, Ms. Zhou Hanlu as Non-executive Director and Mr. Lo Wai Hung, Mr. Mak Yiu Tong and Mr. Fok Chi Tat Michael as Independent Non-executive Directors.
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