hmvod Limited — Proxy Solicitation & Information Statement 2017

Jun 14, 2017

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant, or other professional advisers.

If you have sold or transferred all your shares in Trillion Grand Corporate Company Limited, you should at once hand this circular and the accompanying proxy form to the purchaser or the 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.

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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)

PROPOSALS FOR

(1) GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES; (2) RE-ELECTION OF DIRECTORS; AND

(3) NOTICE OF ANNUAL GENERAL MEETING

Capitalised terms used in this cover page have the same meanings as those defined in this circular.

A notice convening the annual general meeting of the Company to be held at Room 2703, 27/F., Shui On Centre, 6–8 Harbour Road, Wanchai, Hong Kong on Tuesday, 18 July 2017 at 9: 00 a.m., is set out on pages 12 to 17 of this circular.

A form of proxy is also enclosed. Whether or not you intend to attend the meeting, you are advised to complete the form of proxy attached to the notice of the AGM in accordance with the instructions printed thereon and return the same 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, as soon as possible and in any event not later than 48 hours before the time appointed for holding of the AGM 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 should you so wish.

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

13 June 2017

CHARACTERISTICS OF GEM

GEM has been positioned as a market designed to accommodate companies to which a high investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. The greater risk profile and other characteristics of the GEM mean that it is a market more suited to professional and other sophisticated investors.

Given the emerging nature of companies listed on the GEM, there is a risk that securities traded on the GEM may be more susceptible to high market volatility than securities traded on the Main Board of the Stock Exchange and no assurance is given that there will be a liquid market in the securities traded on the GEM.

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CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
APPENDIX I — EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
APPENDIX II — DETAILS OF DIRECTORS PROPOSED
FOR RE-ELECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
NOTICE OF AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12

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DEFINITIONS

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

• ‘‘AGM’’ an annual general meeting of the Company to be held on Tuesday, 18 July 2017 at 9: 00 a.m. at Room 2703, 27/F., Shui On Centre, 6–8 Harbour Road, Wanchai, Hong Kong;

• ‘‘Articles of the articles of association of the Company currently in force, and Association’’ ‘‘Article’’ shall mean an article thereof;

• ‘‘associate(s)’’ has the meaning ascribed thereto under the GEM Listing Rules; ‘‘Board’’ the board of Directors of the Company; ‘‘Business Day’’ a day (other than a Saturday and a Sunday) on which the Stock Exchange is open for business of dealings in securities;

• ‘‘Company’’ Trillion Grand Corporate Company Limited, a company incorporated in the Cayman Islands with limited liability and the issued Shares of which are listed on GEM;

• ‘‘Director(s)’’ the director(s) of the Company; ‘‘GEM’’ the Growth Enterprise Market of the Stock Exchange;

• ‘‘GEM Listing Rules’’ the Rules Governing the Listing of Securities on GEM as amended from time to time;

• ‘‘Group’’ the Company and its subsidiaries; ‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong; ‘‘Hong Kong’’ the Hong Kong Special Administration Region of the People’s Republic of China;

• ‘‘Latest Practicable 9 June 2017, being the latest practicable date prior to the printing Date’’ of this circular for the purpose of ascertaining certain information contained in this circular;

• ‘‘Listing Division’’ has the meaning ascribed thereto in the GEM Listing Rules;

• ‘‘New Issue Mandate’’ a general and unconditional mandate proposed to be granted to the Directors at the AGM to allot, issue or deal with new Shares not exceeding 20% of the aggregate number of the issued Shares as at the date of passing of the relevant resolution granting such mandate;

• ‘‘Option(s)’’ the option(s) to subscribe for Shares granted pursuant to the Share Option Scheme;

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DEFINITIONS

‘‘Repurchase Mandate’’ the repurchase mandate proposed to be granted to the Directors at the AGM to exercise the power of the Company to repurchase up to a maximum of 10% of the aggregate number of the issued Shares as at the date of passing of the relevant resolution granting of repurchase mandate by the Shareholders; ‘‘SFO’’ the Securities and Futures Ordinance (Chapter 571 of the Laws in Hong Kong); ‘‘Share(s)’’ ordinary share(s) with par value of HK$0.001 each in the share capital of the Company; ‘‘Shareholder(s)’’ holder(s) of the Share(s); ‘‘Share Option Scheme’’ the share option scheme adopted by the Company pursuant to an ordinary resolution of the Company passed on 12 November 2014 and is valid and effective for a period of ten years; ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited; ‘‘Takeovers Code’’ The Codes on Takeovers and Mergers and Share Buy-backs; and ‘‘%’’ per cent.

The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.

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LETTER FROM THE BOARD

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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)

Executive Directors: Mr. Lau Kelly (Chief Executive Officer) Mr. Leung Chung Nam Mr. Wong Kam Kwan

Non-executive Director: Ms. Jim Ka Man

Independent Non-executive Directors: Dr. Wan Ho Yuen, Terence Ms. Yeung Mo Sheung, Ann Mr. Hau Chi Kit

Registered office: Cricket Square Hutchins Drive P. O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Head office and principal place of business in Hong Kong: Unit B, 29/F CKK Commercial Centre 289–295 Hennessy Road Wanchai, Hong Kong

13 June 2017

To the Shareholders

Dear Sirs or Madams,

PROPOSALS FOR

(1) GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES; (2) RE-ELECTION OF DIRECTORS; AND

(3) NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

At the forthcoming AGM, resolutions will be proposed to seek the Shareholders’ approval for, among other things, (i) the granting of the New Issue Mandate and the Repurchase Mandate; and (ii) the re-election of Directors.

The purpose of this circular is to provide you with information regarding the resolutions to be proposed at the AGM, including amongst others, (i) the granting to the New Issue Mandate and the Repurchase Mandate; (ii) the re-election of the Directors; and (iii) the notice of the AGM.

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LETTER FROM THE BOARD

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

New Issue Mandate

The existing general mandate granted to the Directors to allot and issue new Shares at the annual general meeting of the Company held on 30 August 2016 will lapse at the conclusion of the AGM. As at the Latest Practicable Date, the existing general mandate has not been utilised and it will lapse at the conclusion of the AGM.

At the AGM, an ordinary resolution will be proposed to grant the New Issue Mandate to allot, issue or deal with unissued Shares or underlying Shares (other than by way of rights or pursuant to a share option scheme or pursuant to any scrip dividend scheme or similar arrangements providing for the allotment and issue of Shares in lieu of whole or part of the dividend on Shares in accordance with the Articles of Association) or make or grant offers, agreements, options and warrants which might require the exercise of such power, up to the aggregate of 20% of number of the issued Shares as at the date of the passing of such resolution.

The Directors wish to state that they have no immediate plan to issue any Shares pursuant thereto.

In addition, a separate ordinary resolution will be proposed to extend the New Issue Mandate authorizing the Directors to allot, issue and deal with Shares to the extent of the Shares repurchased pursuant to the Repurchase Mandate.

As at the Latest Practicable Date, the Company has an aggregate of 119,221,878 Shares in issue. Subject to the passing of the resolution for the approval of the New Issue Mandate and on the basis that no further Shares are issued or repurchased prior to the AGM, the Company would be allowed under the New Issue Mandate to allot, issue and deal with a maximum of 23,844,375 Shares.

Repurchase Mandate

The existing general mandate granted to the Directors to repurchase Shares at the annual general meeting of the Company held on 30 August 2016 will lapse at the conclusion of the AGM.

At the AGM, an ordinary resolution will also be proposed to grant to the Directors to exercise all powers of the Company to repurchase Shares on the Stock Exchange up to a maximum number equivalent to 10% of the number of issued Shares as at the date of resolution granting of the Repurchase Mandate.

As at the Latest Practicable Date, the Company has an aggregate of 119,221,878 Shares in issue. Subject to the passing of the resolution for the approval of the Repurchase Mandate and on the basis that no further Shares are issued or repurchased prior to the AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 11,922,187 Shares.

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LETTER FROM THE BOARD

An explanatory statement containing all relevant information in relation to the Repurchase Mandate as required under Rule 13.08 of the GEM Listing Rules is set out in Appendix I to this circular.

The New Issue Mandate (including the extended New Issue Mandate) and the Repurchase Mandate shall continue to be in force until 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 Articles of Association or laws of the Cayman Islands or any applicable laws to be held; or (iii) the revocation or variation of the New Issue Mandate (including the extended New Issue Mandate) or the Repurchase Mandate (as the case may be) by ordinary resolution of the Shareholders in general meeting.

RE-ELECTION OF DIRECTORS

As at the Latest Practicable Date, the Board comprised three executive directors, namely Mr. Lau Kelly, Mr. Leung Chung Nam and Mr. Wong Kam Kwan, one nonexecutive director, namely Ms. Jim Ka Man and three independent non-executive directors, namely Dr. Wan Ho Yuen, Terence, Ms. Yeung Mo Sheung, Ann and Mr. Hau Chi Kit.

In accordance with Article 87(1) of the Articles of Association, at each annual general meeting of the Company, one-third of the Directors for the time being (or, if their number is not a multiple of three (3), the number nearest to but not greater than one-third) shall retire from office by rotation; and in accordance with Article 87(2), any Directors so to retire shall be those of the other Directors subject to retirement by rotation who have been longest in office since their last re-election or appointment and so that as between persons who became or were last re-elected Directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot. Accordingly, Mr. Hau Chi Kit and Ms. Yeung Mo Sheung will retire by rotation at the AGM and each of them, being eligible, offer himself/herself for re-election as a Director at the AGM.

Pursuant to Rule 17.46A of the GEM Listing Rules, a listed issuer shall disclose the details required under Rule 17.50(2) of the GEM Listing Rules of any directors proposed to be re-elected or proposed new director in the notice or accompanying circular to its shareholders of the relevant general meeting, if such re-election and appointment is subject to shareholders’ approval at the relevant general meeting. A brief biographical details of the Directors proposed to be re-elected at the AGM are set out in Appendix II to this circular.

ANNUAL GENERAL MEETING

A notice convening the AGM to be held at Room 2703, 27/F., Shui On Centre, 6–8 Harbour Road, Wanchai, Hong Kong on 18 July 2017 at 9: 00 a.m. is set out on pages 15 to 20 of this circular. Ordinary resolutions will be proposed at the AGM to approve, among other things, the granting of the New Issue Mandate (including the extended New Issue Mandate), the Repurchase Mandate and the re-election of Directors.

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LETTER FROM THE BOARD

A form of proxy for use at the AGM is enclosed. Whether or not you are able to attend the AGM in person, you should complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the branch share registrar of the Company in Hong Kong, Union Registrars Limited at Suites 3301–04, 33/F, Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong as soon as possible but in any event not later than 48 hours before the time appointed for the holding of the AGM. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof, should you so wish.

Pursuant to Rule 17.47(4) of the GEM Listing Rules, all votes at the AGM must be taken by poll and the Company will announce the results of the poll in the manner set out in Rule 17.47(5) of the GEM Listing Rules.

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, no Shareholder is required to abstain from voting on the ordinary resolutions to be proposed at the AGM.

RESPONSIBILITY STATEMENT

This circular, 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 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.

RECOMMENDATION

The Directors consider that the New Issue Mandate (including the extended New Issue Mandate), the Repurchase Mandate and the re-election of Directors referred to in this circular are in the best interests of the Company and the Shareholders as a whole. The Directors therefore recommend the Shareholders to vote in favour of all the relevant resolutions proposed at the AGM.

GENERAL INFORMATION

Your attention is also drawn to the additional information set out in the appendices to this circular.

Yours faithfully, On behalf of the Board of Trillion Grand Corporate Company Limited Lau Kelly Executive Director

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APPENDIX I

EXPLANATORY STATEMENT

This Appendix I serves as an explanatory statement given to all Shareholders relating to an ordinary resolution to be proposed at the AGM authorizing the proposed Repurchase Mandate.

This explanatory statement contains all information pursuant to Rule 13.08 and other relevant provisions of the GEM Listing Rules which is set out as follows:

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 119,221,878 Shares.

Subject to the passing of the resolution for the grant of the Repurchase Mandate and on the basis that no further Shares is issued or repurchased by the Company prior to the AGM, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 11,922,187 Shares, representing 10% of the number of the issued Shares as at the date of passing of the resolution, until 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 Articles of Association or any applicable laws of the Cayman Islands to be held; or (iii) the revocation or variation of the Repurchase Mandate by ordinary resolution of the Shareholders in general meeting.

2. REASONS FOR PROPOSED REPURCHASE OF SHARES

The Directors believe that it is in the best interests of the Company and the Shareholders to have a general authority from the Shareholders to enable the Directors to repurchase Shares on GEM. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets of the Company and/or its earnings per Share and will only be made when the Directors believe that such repurchases will benefit the Company and its Shareholders as a whole.

The Directors have no present intention to repurchase any Shares.

3. SOURCE OF FUNDS

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with the Articles of Association and the applicable laws of the Cayman Islands such as internal resources of the Company.

4. EFFECT OF EXERCISING THE REPURCHASE MANDATE

Taking into account the current capital position of the Company, the Directors consider that, the exercise in full of the Repurchase Mandate to repurchase Shares might have a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited financial statements contained in the annual report of the Company for the year ended 31 March 2017). However, the Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in

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APPENDIX I

EXPLANATORY STATEMENT

the circumstances, have a material adverse effect on the working capital or on the gearing levels which, in the opinion of the Directors, are from time to time appropriate for the Company.

5. DISCLOSURE OF INTERESTS

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their respective close associates has any present intention to sell any Shares to the Company under the Repurchase Mandate if such is approved by the Shareholders at the AGM.

6. DIRECTORS’ UNDERTAKING

The Directors have undertaken to the Stock Exchange to exercise the power of Company to make purchases pursuant to the Repurchase Mandate in accordance with the Articles of Association, the GEM Listing Rules and the applicable laws of the Cayman Islands.

7. THE TAKEOVERS CODE

If, as a result of a repurchase of 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 the Takeovers Code.

As a result, a Shareholder, or a group of Shareholders acting in concert (within that term’s meaning under the Takeovers Code), depending on the level of increase in the shareholders’ interests, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, the Company has no substantial Shareholder. If the Repurchase Mandate is exercised in full, there is no Shareholder whose shareholding will be increased to such an extent as will give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, the Directors have no intention to exercise the Repurchase Mandate to such an extent that will result in a requirement of any of the above Shareholders or any other persons to make a general offer under the Takeovers Code or the number of Shares or Consolidated Shares in the hands of public falling below the prescribed minimum percentage of 25%.

8. REPURCHASES OF SHARES BY THE COMPANY

During the previous six months preceding the Latest Practicable Date, the Company has not repurchased any of its Shares or Consolidated Shares (whether on the Stock Exchange or otherwise).

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APPENDIX I

EXPLANATORY STATEMENT

9. CORE CONNECTED PERSONS

No core connected persons (as defined in the GEM Listing Rules) has notified the Company that he has a present intention to sell Shares to the Company or has undertaken not to do so in the event that the Repurchase Mandate is approved by the Shareholders and the Company is authorized to make purchases of the Shares.

10. SHARE PRICES

The highest and lowest prices at which the Shares were traded on GEM during each of the previous twelve months and up to the Latest Practicable Date were as follows:

	Price per	Share
Month	Highest	Lowest
	HK$	HK$
2016
July	0.83	0.57
August	1.27	0.70
September	2.36	1.04
October	3.00	2.06
November	2.55	2.28
December	2.41	2.07
2017
January	2.45	2.09
February	2.22	1.84
March	2.21	1.67
April	2.05	1.56
May	2.24	1.99
June (up to the Latest Practicable Date)	2.30	2.15

Source: http://www.hkex.com.hk

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APPENDIX II

DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

The biographical details of the Directors proposed to be re-elected at the AGM are set out as follows:

INDEPENDENT NON-EXECUTIVE DIRECTOR

Mr. Hau Chi Kit (Mr. Hau), aged 45, was appointed as an independent non-executive Director on 4 March 2016. Mr. Hau is currently an independent non-executive director of China Zenith Chemical Group Limited (stock code: 362) and eForce Holdings Limited (stock code: 943), all being companies whose shares are listed on the Main Board of the Stock Exchange. He is also currently an independent non-executive director of Code Agriculture (Holdings) Limited (stock code: 8153) whose shares are listed on the GEM of the Stock Exchange. He was a barrister-at-law in private practice in Hong Kong from 2001 to 2008. Prior to becoming a barrister, Mr. Hau worked at the Securities and Futures Commission. During the past three years, he was an independent non-executive director of CNC Holdings Limited (stock code: 8356) from May 2011 to May 2015 and Celebrate International Holdings Limited (stock code: 8212) from May to November 2015, all being companies whose shares are listed on the GEM of the Stock Exchange. Mr. Hau is a solicitor.

Save as disclosed above, Mr. Hau does not at present, and did not in the past three years, hold any directorship in any other listed public companies or any other position with the Company or any other members of the Group.

A letter of appointment for the directorship of Mr. Hau in the Company for a term of 3 years has been signed by both Mr. Hau and the Company. Mr. Hau’s appointment is subject to retirement by rotation and re-election pursuant to the articles of association of the Company.

Mr. Hau is entitled to an annual director’s fee of HK$120,000, which is determined by the Board based on the 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 Latest Practicable Date, Mr. Hau does not hold any shares or options of the Company. Mr. Hau 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 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)(v) 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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APPENDIX II

DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

Ms. Yeung Mo Sheung, Ann (Ms. Yeung), aged 52, was appointed as an independent non-executive Director on 1 March 2016. She is presently a solicitor of Messrs. Fung & Fung, Solicitors, a legal firm in Hong Kong. She is currently an independent non- executive director of E Lighting Group Holdings Limited (stock code: 8222) and Merdeka Financial Services Group Limited (stock code: 8163), all being companies whose shares are listed on the GEM of the Stock Exchange. She is also currently an independent non-executive director of Success Universe Group Limited (stock code: 487), whose shares are listed on the Main Board of the Stock Exchange. During the past three years, she was an independent non-executive director of Hao Wen Holdings Limited (stock code: 8019) from January 2011 to July 2014, whose shares are listed on the GEM of the Stock Exchange and Dejin Resources Group Company Limited (stock code: 1163) from September 2013 to August 2015, whose shares are listed on the Main Board of the Stock Exchange. She holds a Bachelor degree of Retail Marketing with honours from the Manchester Metropolitan University in the United Kingdom and a Diploma in Marketing from The Chartered Institute of Marketing. She pursued her further study on legal course and has been awarded a Diploma in Legal Practice from the Manchester Metropolitan University in the United Kingdom in 1998. She has over 16 years of experience in legal field in private practise working with various law firms in Hong Kong.

Save as disclosed above, Ms. Yeung does not at present, and did not in the past three years, hold any directorship in any other listed public companies or any other position with the Company or any other members of the Group.

A letter of appointment for the directorship of Ms. Yeung in the Company for a term of 3 years has been signed by both Ms. Yeung and the Company. Ms. Yeung’s appointment is subject to retirement by rotation and re-election pursuant to the articles of association of the Company.

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

As at the Latest Practicable Date, Ms. Yeung does not hold any shares or options of the Company. Ms. Yeung 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 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 she 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)(v) 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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NOTICE OF AGM

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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)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an annual general meeting of Trillion Grand Corporate Company Limited (the ‘‘Company’’) will be held on 18 July 2017 at 9: 00 a.m. at Room 2703, 27/F., Shui On Centre, 6–8 Harbour Road, Wanchai, Hong Kong to consider and, if thought fit, to pass with or without amendments, the following resolutions:

ORDINARY RESOLUTIONS

1. to receive and consider the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors of the Company (the ‘‘Directors’’) and the auditors of the Company for the year ended 31 March 2017.

2. to re-elect Mr. Hau Chi Kit as an independent non-executive Director of the Company.

3. to re-elect Ms. Yeung Mo Sheung, Ann as an independent non-executive Director of the Company.

4. to authorize the board of Directors (the ‘‘Board’’) to fix the Directors’ remunerations.

5. to re-appoint Elite Partners CPA Limited as the auditors of the Company and authorize the Board to fix their remuneration.

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NOTICE OF AGM

To consider as special business and, if thought fit, passing with or without modification, the following resolutions as ordinary resolutions:

1. ‘‘THAT:

2. (a) subject to paragraph (c) of this resolution below, and pursuant to the Rules Governing the Listing of Securities on the Growth Enterprise Market (‘‘GEM’’) of The Stock Exchange of Hong Kong Limited (‘‘Stock Exchange’’), the exercise by the Directors during the Relevant Period (as hereinafter defined in this resolution) of all the powers of the Company to allot, issue or deal with unissued shares of the Company and to make or grant offers, agreements and options (including warrants, bonds, and debentures convertibles into shares of the Company) which would or might require the exercise of such power be and is hereby generally and unconditionally approved;

3. (b) the approval in paragraph (a) above of this resolution shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds, and debentures convertibles into shares of the Company) which would or might require the exercise of such powers after the end of the Relevant Period;

4. (c) the aggregate number of shares of the Company allotted, issued or dealt with or agreed conditionally or unconditionally to be allotted, issued or dealt with (whether pursuant to options or otherwise) by the Directors pursuant to the approval in paragraphs (a) and (b) above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined in this resolution); or (ii) any share option scheme or similar arrangement of the Company for the time being adopted for the grant or issue of shares or rights to acquire shares of the Company; or (iii) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company in force from time to time; or (iv) the exercise of rights of subscription or conversion under the terms of any warrants or convertible bonds issued by the Company or any securities which are convertible into shares of the Company, shall not exceed the aggregate of 20 per cent. of the number of issued shares of the Company as at the date of passing of this resolution, and the said approval shall be limited accordingly; and

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NOTICE OF AGM

• (d) for the purpose of this resolution:

‘‘Relevant Period’’ means the period from the date of 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 articles of association of the Company, the laws of the Cayman Islands or any other applicable laws to be held; and

• (iii) the passing of an ordinary resolution by the members of the Company in general meeting revoking or varying the authority given to the Directors by this resolution.

‘‘Rights Issue’’ means an offer of shares in the Company, or offer or issue of warrants, options or other securities giving rights to subscribe for shares open for a period fixed by the Directors to holders of shares in the Company on the register of members of the Company on a fixed record date in proportion to their then holdings of shares as at that date (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws or the requirements of any recognized regulatory body or any stock exchange in any territory outside Hong Kong).’’

7. ‘‘THAT:

• (a) subject to paragraph (c) of this resolution below, the exercise by the Directors during the Relevant Period (as hereinafter defined in this resolution) of all the powers of the Company to repurchase its own shares on the GEM of the Stock Exchange or any other stock exchange on which shares in the capital of the Company may be listed and which is recognized by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on GEM, be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) of this resolution above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors on behalf of the Company during the Relevant Period to procure the Company to repurchase its shares at a price determined by the Directors;

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NOTICE OF AGM

• (c) the aggregate number of shares of the Company which may be purchased by the Company on GEM or any other stock exchange recognized for this purpose by the Securities and Futures Commission of Hong Kong and the Stock Exchange under The Codes on Takeovers and Mergers and Share Buybacks pursuant to the approval in paragraph (a) above shall not exceed 10 per cent. of the aggregate number of the issued shares of the Company as at the date of passing of this resolution and the authority granted to the Directors pursuant to paragraphs (a) and (b) of this resolution shall be limited accordingly; and

• (d) for the purpose of this resolution:

‘‘Relevant Period’’ means the period from the date of 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 articles of association of the Company, the laws of the Cayman Islands or any other applicable laws to be held; and

• (iii) the passing of an ordinary resolution by the members of the Company in general meeting revoking or varying the authority given to the Directors by this resolution.’’

• ‘‘THAT conditional upon the passing of resolution no. 6 and resolution no. 7 above, the general mandate granted to the Directors pursuant to resolution no. 6 above and for the time being in force to exercise the powers of the Company to allot, issue or deal with unissued shares of the Company and to make or grant offers, agreements and options which would or might require the exercise of such power, be and is hereby extended by the aggregate number of shares of the Company repurchased by the Company since the granting of such general mandate pursuant to the exercise by the Directors of the powers of the Company to purchase such shares, provided that such amount of shares shall not exceed 10 per cent. of the number of issued shares of the Company as at the date of passing this resolution.’’

By order of the Board of

Trillion Grand Corporate Company Limited Lau Kelly

Executive Director

Hong Kong, 13 June 2017

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NOTICE OF AGM

Registered Office: Cricket Square Hutchins Drive, P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Head office and principal place of business in Hong Kong: Unit B, 29/F CKK Commercial Centre 289–295 Hennessy Road Wanchai, Hong Kong

Notes:

1. A shareholder entitled to attend and vote at the AGM or any adjourned meeting is entitled to appoint a person or persons as his proxy or proxies to attend and, on a poll, vote instead of him. A proxy need not be a shareholder of the Company.

2. To be valid, a form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of such power of attorney or authority, must be deposited 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 AGM or any adjourned meeting, and in default thereof the form of proxy shall not be treated as valid. No instrument appointing a proxy shall be valid after the expiry of 12 months from the date of its execution.

3. Delivery of an instrument appointing a proxy shall not preclude a shareholder from attending and voting in person at the meeting, and in such event the instrument appointing a proxy shall be deemed to be revoked.

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

Executive Directors:

• Mr. Lau Kelly (Chief Executive Officer)

• Mr. Leung Chung Nam

• Mr. Wong Kam Kwan

Non-executive Director:

Ms. Jim Ka Man

Independent Non-executive Directors:

Dr. Wan Ho Yuen, Terence

• Ms. Yeung Mo Sheung, Ann

• Mr. Hau Chi Kit

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NOTICE OF AGM

This 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 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 notice misleading.

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

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