hmvod Limited — AGM Information 2018

Jul 26, 2018

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this supplemental notice, 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 supplemental notice.

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Trillion Grand Corporate Company Limited 萬泰企業股份有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8103)

SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING

References are made to the circular (the ‘‘Circular’’) and the notice (the ‘‘Notice of AGM’’) of the annual general meeting (‘‘AGM’’) of Trillion Grand Corporate Company Limited (the ‘‘Company’’, together with its subsidiaries, the ‘‘Group’’) dated 29 June 2018, which set out details of the resolutions to be proposed at the AGM for the shareholders of the Company (the ‘‘Shareholders’’) to approve. Unless otherwise defined herein, capitalized terms used in this supplemental notice of AGM shall have the same meanings as those defined in the Circular.

Reference is also made to the announcement of the Company dated 20 July 2018 (the ‘‘Announcement’’) in relation to the appointments of independent non-executive director of the Company (the ‘‘Director’’). Subsequent to the despatch of the Circular to the Shareholders on 29 June 2018, the Company announced on 20 July 2018 that Mr. Ma Stephen Tsz On and Mr. Ho Siu King, Stanley have been appointed as independent nonexecutive Directors of the Company with effect from 20 July 2018, details of which are contained in the Announcement. Mr. Ma Stephen Tsz On and Mr. Ho Siu King, Stanley shall hold office until the next following AGM of the Company and shall then be eligible for re-election pursuant to the articles of association of the Company (the ‘‘Articles’’).

SUPPLEMENTAL NOTICE IS HEREBY GIVEN that, in order to allow the Shareholders sufficient time to consider the additional resolutions to be put forward to the AGM for Shareholders’ approval as set out in this supplemental notice of AGM, the AGM will be postponed and be re-scheduled to 12: 00 noon on Wednesday, 22 August 2018 (the ‘‘Postponed AGM’’) at Regus Conference Centre, 35/F., Central Plaza, 18

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Harbour Road, Wanchai, Hong Kong to consider and, if thought fit, pass the following newly added resolutions numbered 9 and 10 as ordinary resolutions immediately after resolution numbered 8 in the Notice of AGM:

‘‘9. To re-elect Mr. Ma Stephen Tsz On as an independent non-executive Director of the Company.’’

‘‘10. To re-elect Mr. Ho Siu King, Stanley as an independent non-executive Director of the Company.’’

(for details of the biographies of Mr. Ma Stephen Tsz On and Mr. Ho Siu King, Stanley, please refer to Appendix I)

By order of the Board Trillion Grand Corporate Company Limited Lau Kelly Executive Director

Hong Kong, 26 July 2018

Notes:

• (1) Save for the inclusion of the newly proposed ordinary resolutions as set out in this supplemental notice of AGM, there are no other changes to the resolutions set out in the notice of AGM dated 29 June 2018. Please refer to the notice of AGM dated 29 June 2018 for the other resolutions to be passed at the Postponed AGM and other relevant matters.

• (2) Since the proxy form sent together with the notice of AGM dated 29 June 2018 (the ‘‘First Proxy Form’’) does not contain the proposed additional ordinary resolutions as set out in this supplemental notice of AGM, a revised proxy form (the ‘‘Revised Proxy Form’’) has been prepared and will be enclosed and despatched together with this supplemental notice of AGM.

• (3) Any member of the Company entitled to attend and vote at the Postponed AGM shall be entitled to appoint another person as his/her proxy to attend and vote instead of him/her and so appointed shall have the same right as the member to speak at the meeting. A member who is the holder of two or more shares of the Company may appoint one or more proxies to attend and vote instead of him/her. A proxy need not be a member of the Company.

• (4) The Revised Proxy Form must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be under its seal or the hand of an officer, attorney or other person duly authorised.

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• (5) The Revised Proxy Form and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof must be lodged at the Company’s branch share registrar in Hong Kong, Union Registrars Limited at Suites 3301–04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong, not less than 48 hours before the time appointed for holding the Postponed AGM or any adjourned meeting (as the case may be) (the ‘‘Closing Time’’) at which the person named in such instrument proposes to vote, and in default the proxy shall not be treated as valid. Completion and return of the form of First Proxy Form and/or the Revised Proxy Form shall not preclude members from attending and voting in person at the Postponed AGM or at any adjourned meeting (as the case may be) should they so wish.

• (6) If a shareholder wishes to appoint a proxy to attend and vote at the Postponed AGM on his/her/its behalf and if he/she/it has not yet returned the First Proxy Form which was sent together with the circular dated 29 June 2018 containing the notice of annual general meeting with the Share Registrar, he/she/it is required to complete, sign and return the Revised Proxy Form to the Company’s branch share registrar in Hong Kong, Union Registrars Limited at Suites 3301–04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong, before the Closing Time. In this case, the First Proxy Form should not be submitted with the Company. If a shareholder wishes to appoint a proxy to attend and vote at the Postponed AGM on his/her/it behalf and if he/she/it has already returned the First Proxy Form with the Share Registrar before the Closing Time should note that:

  • (i) if no Revised Proxy Form is submitted with the Share Registrar, the First Proxy Form, if correctly completed, will be treated as a valid proxy form submitted by the Shareholder, save and except for the proposed additional ordinary resolutions as set out in this supplemental notice of AGM. The proxy/proxies so appointed by the shareholder shall be required to vote in such manner as he/she may be directed under the First Proxy Form, and in respect of the proposed additional ordinary resolutions as set out in this supplemental notice of AGM, the proxy/proxies will be entitled to vote at his/her discretion or to abstain from voting on such resolutions;

  • (ii) if the Revised Proxy Form is submitted with the Share Registrar before the Closing Time, the Revised Proxy Form, if correctly completed, will be treated as a valid proxy form submitted by the Shareholder and will revoke and supersede the First Proxy Form previously submitted by such Shareholder; and

  • (iii) if the Revised Proxy Form is submitted with the Share Registrar after the Closing Time, or if submitted before the Closing Time but is incorrectly completed, the appointment of proxy under the Revised Proxy Form will be invalid. The First Proxy Form, if correctly completed, will be treated as a valid proxy form submitted by such shareholder, save and except for the proposed additional ordinary resolutions as set out in this supplemental notice of AGM. The proxy/ proxies so appointed by the Shareholder under the First Proxy Form will be entitled to vote in the manner as mentioned in (i) above as if no Revised Proxy Form had been submitted with the Share Registrar. Accordingly, shareholders are advised to complete the Revised Proxy Form carefully and submitted the Revised Proxy Form with the Share Registrar before the Closing Time.

• (7) Where there are joint registered holders of any share, any one of such persons may vote at the meeting, either personally or by proxy, in respect of such share as if he/she was solely entitled thereto; but if more than one of such joint holders be present at the meeting personally or by proxy, the vote of that one of the said persons so present whose name stands first on the register of members in respect of such share shall be accepted to exclusion of the votes of the other joint holders.

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As at the date of this supplemental notice of AGM, the Board comprises the following members:

Executive Directors: Independent non-executive Directors: Mr. Lau Kelly (Chief Executive Officer) Dr. Wan Ho Yuen, Terence Ms. Ho Chi Na Mr. Hau Chi Kit Mr. Yuen Koon Tung Mr. Ma Stephen Tsz On Mr. Ho Siu King, Stanley

This supplemental notice, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM 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 supplemental notice 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 supplemental notice misleading.

This supplemental notice will remain on the GEM website at http://www.hkgem.com on the ‘‘Latest Company Announcements’’ page for at least 7 days from the date of its posting and on the website of the Company at http://www.trilliongrand.com.

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APPENDIX I PROFILE OF DIRECTORS PROPOSED TO BE RE-ELECTED

Biographical details of the directors proposed to be re-elected at the Postponed AGM are set out below:

Mr. Ho Siu King, Stanley (‘‘Mr. Ho’’), aged 30, is a practicing barrister in Hong Kong. His areas of practice include civil and criminal law. He holds a Master of Laws degree from the London School of Economics and Political Science, and Bachelor of Laws and Bachelor of Engineering (Civil Engineering and Laws) degrees from the University of Hong Kong.

Mr. Ho is currently an independent non-executive director of Chinese Food and Beverage Group Limited (Stock code: 8272) and Easy Repay Finance & Investment Limited (Stock code: 8079), all being companies whose shares listed on the GEM of the Stock Exchange of Hong Kong Limited (the ‘‘GEM’’).

Save as disclosed above, he did not held any directorships in any other public companies in the securities of which are listed on any securities market in Hong Kong or overseas in the past three years, nor does he hold any other positions with the Company and its subsidiaries.

Mr. Ho has entered into an appointment letter with the Company with effect from 20 July 2018 for a term of three years and he is subject to rotation and re-election pursuant to the articles of association of the Company.

Mr. Ho is entitled to an annual director’s fee of HK$120,000, which is determined by the Board with recommendation by the remuneration committee of the Company, with reference to his experience as an independent non-executive director of the Company, his duties and responsibilities with the Company and the market rate for the position.

As at the date of this supplemental notice, Mr. Ho does not hold any shares or options of the Company. Mr. Ho has no interest in the shares of the Company and its associated corporations within the meaning of Part XV of the Securities and Futures Ordinance (the ‘‘SFO’’) and does not have any relationship with any other directors, senior management or any substantial or controlling shareholders of the Company.

There is no information which is discloseable nor is/was he involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under paragraphs 17.50(2)(h) to 17.50(2)(w) of the Rules Governing the Listing of Securities on the GEM of the Stock Exchange (the ‘‘GEM Listing Rules’’) and the Board is not aware of any other matters which need to be brought to the attention of the shareholders of the Company.

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Mr. Ma Stephen Tsz On (‘‘Mr. Ma’’), aged 39, is a barrister-at-law at Wellington Chambers. He was admitted to practice law as a barrister in the High Court of Hong Kong in 2006. Mr. Ma holds a Postgraduate Certificate in Laws from The University of Hong Kong, a Graduate Diploma in Law from The Nottingham Trent University and a Bachelor’s degree in Business Administration from Simon Fraser University.

Mr. Ma is currently an independent non-executive director of Chinese Food and Beverage Group Limited (Stock code: 8272), a company listed on the GEM. Save as disclosed above, Mr. Ma did not hold any directorship in any public listed companies in the past three years nor has he held any other positions with the Company and its subsidiaries.

Mr. Ma has entered into an appointment letter with the Company with effect from 20 July 2018 for a term of three year and he is subject to rotation and re-election pursuant to the articles of association of the Company.

Mr. Ma is entitled to an annual director’s fee of HK$120,000, which is determined by the Board with recommendation by the remuneration committee of the Company, with reference to his experience as an independent non-executive director of the Company, his duties and responsibilities with the Company and the market rate for the position.

As at the date of this supplemental notice, Mr. Ma does not hold any shares or options of the Company. Mr. Ma has no interest in the shares of the Company and its associated corporations within the meaning of Part XV of the SFO and does not have any relationship with any other directors, senior management or any substantial or controlling shareholders of the Company.

There is no information which is discloseable nor is/was he involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under paragraphs 17.50(2)(h) to 17.50(2)(w) of the GEM Listing Rules and the Board is not aware of any other matters which need to be brought to the attention of the shareholders of the Company.

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