hmvod Limited — Board/Management Information 2018

Jul 30, 2018

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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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)

(1) CHANGE IN BOARD LOT SIZE;

(2) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION;

(3) PROPOSED CHANGE OF COMPANY NAME; AND

(4) PROPOSED ADOPTION OF NEW MEMORANDUM AND ARTICLES OF ASSOCIATION

CHANGE IN BOARD LOT SIZE

The Board announces that the board lot size for trading of the Shares on the Stock Exchange will be changed from 20,000 Shares to 2,000 Shares with effect from 9: 00 a.m. on Monday, 20 August 2018.

PROPOSED AMENDMENTS TO THE EXISTING ARTICLES

The Board proposes to amend the Existing Articles so as to bring the Articles of Association of the Company in line with (i) the relevant requirements of the GEM Listing Rules and the new Companies Ordinance (Chapter 622 of the Laws of Hong Kong); and (ii) make some other housekeeping amendments.

PROPOSED CHANGE OF COMPANY NAME

The Board proposes to change the English name of the Company from ‘‘Trillion Grand Corporate Company Limited’’ to ‘‘hmvod Limited’’ and to change the dual foreign name in Chinese of the Company from ‘‘萬泰企業股份有限公司’’ to ‘‘hmvod 視頻有限 公司’’.

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PROPOSED ADOPTION OF NEW MEMORANDUM AND ARTICLES OF ASSOCIATION

The Board proposes to adopt the New Memorandum and Articles of Association, conditional upon the Change of Company Name becoming effective, consolidating all of the various previous amendments to the Existing Memorandum and the Existing Articles and the proposed amendments to the Existing Articles and the Change of Company Name, in substitution for and to the exclusion of the Existing Memorandum and the Existing Articles.

GENERAL

The EGM will be held to consider and, if thought fit, to approve (i) the proposed amendments to the Existing Articles; (ii) the Change of Company Name; and (iii) the adoption of the New Memorandum and Articles of Association. A circular containing, among other things, further details of (i) the proposed amendments to the Existing Articles; (ii) the Change of Company Name; and (iii) the adoption of the New Memorandum and Articles of Association, together with the notice convening the EGM will be despatched to the Shareholders as soon as practicable.

CHANGE IN BOARD LOT SIZE

The Board announces that the board lot size for trading of the Shares on the Stock Exchange will be changed from 20,000 Shares to 2,000 Shares with effect from 9: 00 a.m. on Monday, 20 August 2018.

REASONS FOR THE CHANGE IN BOARD LOT SIZE

It is expected that the change in board lot size will reduce the board lot value of the Shares. Based on the closing price of HK$2.00 per Share as at the date of this announcement, the market value of the existing board lot of 20,000 Shares each is HK$40,000. Upon the change in board lot size becoming effective, the market value of the then board lot of 2,000 Shares each will be HK$4,000 (based on the closing price of HK$2.00 per Share as at the date of this announcement). The Directors are of the view that the reduction in the board lot value will enhance the liquidity of the Shares and widen the shareholder base of the Company. The change in board lot size will not affect any of the relative rights of the Shareholders. The Board considers that the change in the board lot size is in the interests of the Company and the Shareholders as a whole.

As no odd lots of the Shares will be resulted from the aforesaid change in board lot size (other than those already existed before such change becoming effective), no odd lot arrangement will be made to match the sales and purchases of odd lots.

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FREE EXCHANGE OF NEW SHARE CERTIFICATES

Shareholders may submit their existing share certificates in board lot of 20,000 Shares each (the ‘‘Existing Share Certificate(s)’’) to 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, in exchange for new share certificates in board lot of 2,000 Shares each (the ‘‘New Share Certificate(s)’’) free of charge within the period from Monday, 6 August 2018 to Tuesday, 11 September 2018 (both days inclusive) between 9: 00 a.m. and 4: 00 p.m. on any Business Day. After the expiry of such period, each Existing Share Certificate will be accepted for exchange only on payment of a fee of HK$2.50 (or such higher amount as may from time to time be specified by the Stock Exchange) for each New Share Certificate issued or each Existing Share Certificate submitted, whichever the number of share certificates involved is higher. It is expected that the New Share Certificates will be available for collection from the Registrar by the Shareholders within a period of ten Business Days after the delivery of the Existing Share Certificates to the Registrar for exchange purpose.

As from Monday, 20 August 2018, any new share certificates will be issued in board lot of 2,000 Shares each (except for odd lots or where the Registrar is otherwise instructed). All Existing Share Certificates will continue to be good evidence of legal title to such Shares and be valid for delivery, transfer and settlement purposes. Save and except for the change in the number of Shares for each board lot, New Share Certificate will have the same format and colour as the Existing Share Certificate.

EXPECTED TIMETABLE

The expected timetable for the change in board lot size is as follows:

Event 2018

First day of free exchange of Existing Share Certificates (in board lot of 20,000 Shares each) for New Share Certificates (in board lot of 2,000 Shares each) . . . . . . . . . . . . . . Monday, 6 August Last day for trading of the Shares in board lot of 20,000 Shares each in the original counter . . . . . . . . . . . . . . . . . . . . . . Friday, 17 August Effective date of the change in board lot size from 20,000 Shares each to 2,000 Shares each. . . . . . . . . . . . . . . . . . Monday, 20 August Original counter for trading in the Shares in board lot of 20,000 Shares each becomes a counter for trading in the Shares in board lot of 2,000 Shares each. . . . . . . . . . . . . . . . . 9: 00 a.m. on Monday, 20 August

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2018

Event

Temporary counter for trading in the Shares in board lot of 20,000 Shares each opens. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9: 00 a.m. on Monday, 20 August

First day of parallel trading in the Shares (in board lot of 20,000 Shares each and board lot of 2,000 Shares each) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9: 00 a.m. on Monday, 20 August Temporary counter for trading in the Shares in board lot of 20,000 Shares each closes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4: 00 p.m. on Friday, 7 September

Last day of parallel trading in the Shares (in board lot of 20,000 Shares each and board lot of 2,000 Shares each) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4: 00 p.m. on Friday, 7 September

Last day for free exchange of Existing Share Certificates (in board lot of 20,000 Shares each) for New Share Certificates (in board lot of 2,000 Shares each) . . . . . . . . . . .Tuesday, 11 September

Note: All dates and times set out in this announcement refer to Hong Kong local dates and times.

PROPOSED AMENDMENTS TO THE EXISTING ARTICLES

The Board proposes to amend the Existing Articles so as to bring the Articles of Association of the Company in line with (i) the relevant requirements of the GEM Listing Rules and the new Companies Ordinance (Chapter 622 of the Laws of Hong Kong); and (ii) make some other housekeeping amendments. The proposed amendments to the Existing Articles is subject to the approval of the Shareholders by way of a special resolution at the EGM.

PROPOSED CHANGE OF COMPANY NAME

The Board proposes to change the English name of the Company from ‘‘Trillion Grand Corporate Company Limited’’ to ‘‘hmvod Limited’’ and to change the dual foreign name in Chinese of the Company from‘‘萬泰企業股份有限公司’’ to ‘‘hmvod 視頻有限公司’’.

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CONDITIONS OF THE CHANGE OF COMPANY NAME

The proposed Change of Company Name will be subject to the following conditions:

• (1) the passing of a special resolution to approve the Change of Company Name by the Shareholders at the EGM; and

• (2) the Registrar of Companies in the Cayman Islands approving the Change of Company Name.

Subject to the satisfaction of the conditions set out above, the Change of Company Name will take effect from the date of entry of the new English name and the new dual foreign name in Chinese of the Company on the register of companies maintained by the Registrar of Companies in the Cayman Islands and issue a certificate of incorporation on change of name. Upon the Change of Company Name becoming effective, the Company will then comply with the necessary filing procedures with the Companies Registry in Hong Kong. The stock short name of the Company will be changed accordingly.

REASONS FOR THE CHANGE OF COMPANY NAME

In June 2017, the Group has acquired 85% of Full Wealthy International Limited and its subsidiaries, which is principally engaged in the business of providing multi-media related services and content in the People’s Republic of China via different platforms. As stated in the annual report of the Company for the year ended 31 March 2018, in view of the growing penetration and expansion of multi-media segment, the Group is optimistic to such business segment. The Board considers that the Change of Company Name will better reflect the business strategy and the further development of the Company. As such, the Board believes that the Change of Company Name is in the best interests of the Company and the Shareholders as a whole.

EFFECTS ON THE CHANGE OF COMPANY NAME

The Change of Company Name will not affect any rights of the Shareholders. All share certificates of the Company in issue (including the Existing Share Certificates and the New Share Certificates) bearing the existing name of the Company will, upon the Change of Company Name becoming effective, continue to be effective and as documents of title to the shares of the Company and will remain valid for trading, settlement, registration and delivery purposes. Accordingly, there will not be any arrangement for the free exchange of the share certificates of the Company then in issue (including the Existing Share Certificates and the New Share Certificates). Upon the Change of Company Name becoming effective, any new share certificates of the Company will be issued under the new name of the Company.

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Further announcement(s) will be made by the Company in due course to inform the Shareholders the results of the EGM, the effective date of the Change of Company Name, the new stock short name of the Company for trading of the shares of the Company on the Stock Exchange, the change of the website and logo of the Company.

PROPOSED ADOPTION OF NEW MEMORANDUM AND ARTICLES OF ASSOCIATION

The Board proposes to adopt the New Memorandum and Articles of Association, conditional upon the Change of Company Name becoming effective, consolidating all of the various previous amendments to the Existing Memorandum and the Existing Articles and the proposed amendments to the Existing Articles and the Change of Company Name referred above, in substitution for and to the exclusion of the Existing Memorandum and the Existing Articles. The proposed adoption of New Memorandum and Articles of Association is subject to the approval of the Shareholders by way of a special resolution at the EGM.

GENERAL

The EGM will be held to consider and, if thought fit, to approve (i) the proposed amendments to the Existing Articles; (ii) the Change of Company Name; and (iii) the adoption of the New Memorandum and Articles of Association. A circular containing, among other things, further details of (i) the proposed amendments to the Existing Articles; (ii) the Change of Company Name; and (iii) the adoption of the New Memorandum and Articles of Association, together with the notice convening the EGM will be despatched to the Shareholders as soon as practicable.

DEFINITIONS

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

‘‘Board’’	the board of Directors
‘‘Business Day(s)’’	a day (other than a Saturday or Sunday) on which banks in
	Hong Kong are generally open for business
‘‘Change of Company	the proposed change of the English name of the Company from
Name’’	‘‘Trillion Grand Corporate Company Limited’’ to ‘‘hmvod
	Limited’’ and the proposed change of the dual foreign name in
	Chinese of the Company from ‘‘萬泰企業股份有限公司’’ to
	‘‘hmvod 視頻有限公司’’
‘‘Company’’	Trillion Grand Corporate Company Limited 萬泰企業股份有限
	公司, a company incorporated in the Cayman Islands with
	limited liability and the issued Shares of which are listed on
	GEM

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‘‘Director(s)’’

director(s) of the Company

‘‘EGM’’ the extraordinary general meeting of the Company to be held to consider and, if thought fit, approve, among other things, the proposed amendments to the Existing Articles, the Change of Company Name and the adoption of New Memorandum and Articles of Association

• ‘‘Existing Articles’’ the existing articles of association of the Company

• ‘‘Existing the existing memorandum of association of the Company Memorandum’’

• ‘‘GEM’’ GEM of the Stock Exchange

• ‘‘GEM Listing Rules’’ the Rules Governing the Listing of Securities on GEM

• ‘‘Group’’ the Company and its subsidiaries

• ‘‘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

• ‘‘Listing Committee’’ has the meaning ascribed to it under the GEM Listing Rules

• ‘‘New Memorandum the amended and restated memorandum and articles of and Articles of association of the Company proposed to be adopted at the EGM Association’’

• ‘‘Registrar’’ Union Registrars Limited, Company’s branch share registrar in Hong Kong, at Suites 3301–04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong

• ‘‘Share(s)’’ ordinary share(s) of par value of HK$0.001 each in the share capital of the Company

• ‘‘Shareholder(s)’’

holders of the Share(s)

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‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited

‘‘%’’

percentage

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

Hong Kong, 30 July 2018

As at the date of this announcement, the Board comprises the following Directors:

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 announcement, 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 announcement 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 announcement misleading.

This announcement will remain on the ‘‘Latest Company Announcements’’ page of the GEM website at www.hkgem.com for at least seven days from the date of its posting and on the Company’s website at www.trilliongrand.com.

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