Trigiant Group Limited — AGM Information 2016

Apr 19, 2016

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 your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Trigiant Group Limited (‘‘Company’’), you should at once hand this circular and the accompanying form of proxy to the purchaser, the transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or 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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TRIGIANT GROUP LIMITED 俊 知 集 團 有 限 公 司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1300)

GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, RE-ELECTION OF DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of the Company (‘‘Annual General Meeting’’) to be held at 10:30 a.m. on Monday, 23 May 2016 at Falcon Room I, Gloucester Luk Kwok Hong Kong, 72 Gloucester Road, Wanchai, Hong Kong is set out on pages AGM-1 to AGM-5 of this circular.

Whether or not you are able to attend the Annual General Meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as practicable but in any event not less 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 Annual General Meeting or any adjournment thereof should you so wish, and in such case, the form of proxy previously submitted shall be deemed to be revoked.

• For identification purposes only

20 April 2016

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
General mandates to issue and repurchase Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Responsibility statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
General information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix I — Explanatory statement on the Repurchase Mandate . . . . . . . . . . .	I-1
Appendix II — Details of the Directors for re-election . . . . . . . . . . . . . . . . . . . . . . . .	II-1
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	AGM-1

– i –

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions have the following meanings:

• ‘‘Annual General Meeting’’

• the annual general meeting of the Company to be held at 10:30 a.m. on Monday, 23 May 2016, the notice of which is set out on pages AGM-1 to AGM-5 of this circular and any adjournment thereof

• ‘‘Articles’’

• the articles of association of the Company, as amended from time to time

• ‘‘Board’’

• the board of Directors

• ‘‘Companies Law’’ the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands

• ‘‘Company’’

• Trigiant Group Limited, a company incorporated in the Cayman Islands with limited liability and the Shares of which are listed on the Main Board of the Stock Exchange

• ‘‘Director(s)’’ director(s) of the Company

• ‘‘Extension Mandate’’

• a general and unconditional mandate proposed to be granted to the Directors to the effect that any Shares repurchased under the Repurchase Mandate will be added to the total number of Shares which may be allotted and issued under the General Mandate

• ‘‘General Mandate’’

• a general and unconditional mandate proposed to be granted to the Directors to exercise all powers of the Company to allot, issue or otherwise deal with Shares up to a maximum of 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing the relevant resolution as set out in resolution numbered 4(A) in the notice convening the Annual General Meeting

• ‘‘Group’’ the Company and its subsidiaries

• ‘‘Hong Kong’’

• the Hong Kong Special Administrative Region of the PRC

• ‘‘Latest Practicable Date’’

• 13 April 2016, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

• ‘‘Listing Rules’’

• the Rules Governing the Listing of Securities on the Stock Exchange

• ‘‘PRC’’

• the People’s Republic of China

– 1 –

DEFINITIONS

• ‘‘Repurchase Mandate’’ a general and unconditional mandate proposed to be granted to the Directors to exercise all powers of the Company to repurchase Shares the aggregate nominal amount of which shall not exceed 10% of the aggregate nominal amount of the share capital in issue as at the date of passing the relevant resolution as set out in resolution numbered 4(B) in the notice convening the Annual General Meeting

• ‘‘SFO’’ the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

• ‘‘Share(s)’’ ordinary share(s) of HK$0.01 each in the share capital of the Company

• ‘‘Shareholder(s)’’ holder(s) for the time being of the Share(s) ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited

• ‘‘Takeovers Code’’ the Hong Kong Code on Takeovers and Mergers ‘‘HK$’’ and ‘‘HK cent’’ Hong Kong dollars and Hong Kong cents respectively, the lawful currency of Hong Kong

• ‘‘%’’ per cent.

– 2 –

LETTER FROM THE BOARD

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TRIGIANT GROUP LIMITED 俊 知 集 團 有 限 公 司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1300)

Executive Directors:

Mr. Qian Lirong (Chairman) Mr. Jiang Wei (Group chief executive officer)

Non-executive Director: Mr. Fung Kwan Hung

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

Independent non-executive Directors: Professor Jin Xiaofeng Mr. Poon Yick Pang, Philip Mr. Ng Wai Hung Ms. Jia Lina

Principal place of business in Hong Kong: Room 1801, 18th Floor Tai Tung Building 8 Fleming Road Wanchai Hong Kong 20 April 2016

To the Shareholders

Dear Sir or Madam,

GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES AND RE-ELECTION OF DIRECTORS

INTRODUCTION

The purposes of this circular are to provide you with information regarding the resolutions to be proposed at the Annual General Meeting and to give you notice of the Annual General Meeting. At the Annual General Meeting, resolutions relating to, among other matters, (i) the grant of the General Mandate, the Repurchase Mandate and the Extension Mandate; and (ii) the re-election of Directors will be proposed.

• For identification purposes only

– 3 –

LETTER FROM THE BOARD

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

The general mandate granted to the Directors to allot and issue and deal with the unissued Shares in the amount not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company at an extraordinary general meeting of the Company held on 22 September 2015 and the general mandate granted to the Directors to repurchase Shares at the annual general meeting of the Company held on 18 May 2015 will both expire at the conclusion of the Annual General Meeting.

In order to give the Company the flexibility to repurchase and issue Shares if and when appropriate, the following ordinary resolutions will be proposed at the Annual General Meeting to approve the grant of new general mandates to the Directors:

• (a) a general and unconditional mandate to allot, issue and deal with Shares not exceeding 20% of the aggregate nominal amount of Shares in issue on the date of the passing of such resolution;

• (b) a general and unconditional mandate to exercise all the powers of the Company to repurchase Shares with a total nominal value of not more than 10% of the total nominal amount of the share capital of the Company on the date of the passing of such resolution; and

• (c) the power to extend the general mandate mentioned in (a) above by an amount representing the aggregate nominal amount of the Shares repurchased by the Company pursuant to the mandate to repurchase Shares referred to in (b) above.

As at the Latest Practicable Date, the number of Shares in issue was 1,563,500,000. Subject to the passing of the relevant resolution, the maximum number of new Shares (assuming that there will be no change in the number of Shares in issue between the Latest Practicable Date and the date of the Annual General Meeting) to be issued under the proposed General Mandate is 312,700,000, and the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 156,350,000 Shares.

The General Mandate and the Repurchase Mandate will expire: (a) at the end of the Company’s next annual general meeting following the Annual General Meeting; (b) at the end of the period within which the Company is required by law or the Articles to hold its next annual general meeting; or (c) when varied or revoked by an ordinary resolution of the Shareholders in a general meeting prior to the next annual general meeting of the Company, whichever is the earliest.

The Directors wish to state that they have no immediate plan to allot and issue any new Shares.

An explanatory statement containing information necessary to enable the Shareholders to make an informed decision on the proposed resolution for the grant of the Repurchase Mandate as required by the Listing Rules is set out in Appendix I to this circular.

– 4 –

LETTER FROM THE BOARD

RE-ELECTION OF DIRECTORS

As at the Latest Practicable Date, the Board comprises two executive Directors, namely Mr. Qian Lirong and Mr. Jiang Wei, one non-executive Director, namely Mr. Fung Kwan Hung, and four independent non-executive Directors, namely Professor Jin Xiaofeng, Mr. Poon Yick Pang, Philip, Mr. Ng Wai Hung and Ms. Jia Lina.

In accordance with Articles 84(1) and 84(2) of the Articles, each of Mr. Jiang Wei and Ms. Jia Lina will retire from the office of Director by rotation and each of them, being eligible, will offer himself/herself for re-election at the Annual General Meeting.

As disclosed in the announcement of the Company dated 31 August 2015, Mr. Fung Kwan Hung was appointed as a non-executive Director effective on 31 August 2015. In accordance with Article 83(3) of the Articles, Mr. Fung Kwan Hung shall hold office only until the Annual General Meeting and shall then be eligible for re-election at the Annual General Meeting.

Information on the Directors for re-election is set out in Appendix II to this circular.

ANNUAL GENERAL MEETING

Set out on pages AGM-1 to AGM-5 of this circular is a notice convening the Annual General Meeting at which, among other proposed resolutions, ordinary resolutions will be proposed to approve the following:

• (a) the grant of the General Mandate;

• (b) the grant of the Repurchase Mandate;

• (c) the grant of the Extension Mandate; and

• (d) the re-election of Directors.

Whether or not you are able to attend the Annual General Meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as practicable but in any event not less 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 Annual General Meeting or any adjournment thereof should you so wish, and in such case, the form of proxy previously submitted shall be deemed to be revoked.

To the best of the Directors’ knowledge, information and belief, having made reasonable enquiries, the Directors confirm that no Shareholder is required to abstain from voting at the Annual General Meeting.

– 5 –

LETTER FROM THE BOARD

Closure of register of members

To ascertain the Shareholders’ entitlement to attend and vote at the Annual General Meeting, the register of members of the Company will be closed from Thursday, 19 May 2016 to Monday, 23 May 2016, both days inclusive, during which period no transfer of shares of the Company will be registered. In order to qualify for the entitlement to attend and vote at the Annual General Meeting, all transfer of shares accompanied by the relevant shares certificates must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong by 4:30 p.m. on Wednesday, 18 May 2016.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this document 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 grant of the General Mandate, the Repurchase Mandate, the Extension Mandate, the re-election of Directors and the payment of final dividend are in the best interests of the Company and its Shareholders and recommend the Shareholders to vote for the relevant resolutions set out in the notice of the Annual General Meeting.

GENERAL INFORMATION

Your attention is drawn to the additional information set out in Appendix I and Appendix II to this circular.

Yours faithfully, On behalf of the Board Trigiant Group Limited Qian Lirong Chairman

– 6 –

EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

APPENDIX I

This Appendix serves as an explanatory statement, as required by the Listing Rules, to provide requisite information to you for your consideration of the Repurchase Mandate.

1. LISTING RULES RELATING TO THE REPURCHASE OF SHARES

The Listing Rules permit companies whose primary listing is on the Main Board of the Stock Exchange to repurchase their shares on the Main Board of the Stock Exchange subject to certain restrictions. Among such restrictions, the Listing Rules provide that the shares of such a company must be fully paid up and all repurchase of shares by such a company must be approved in advance by an ordinary resolution of the shareholders, either by way of a general mandate or by specific approval of a specific transaction.

2. SHARE CAPITAL

As at the Latest Practicable Date, the Company had 1,563,500,000 Shares in issue.

Subject to the passing of the resolution for the grant of the Repurchase Mandate (resolution numbered 4(B) as set out in the notice convening the Annual General Meeting contained in this circular), and on the basis of 1,563,500,000 Shares in issue and assuming that no new Shares are issued or repurchased by the Company prior to the Annual General Meeting, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 156,350,000 Shares.

3. REASONS FOR THE REPURCHASE

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

4. FUNDING OF REPURCHASES

Repurchases must be paid out of funds legally available for the purpose and in accordance with the Articles, the Companies Law and other applicable laws of the Cayman Islands. A listed company may not repurchase its own shares on the Main Board of the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange. Under the Cayman Islands law, any repurchases by the Company may only be made out of profits of the company or out of the proceeds of a fresh issue of shares made for such purpose or, if authorised by the Articles and subject to the Companies Law, out of capital. Any premium payable on a redemption or purchase over the par value of the shares to be repurchased must be provided for out of profits or the share premium account of the Company or, if authorised by the Articles and subject to the Companies Law, out of capital.

– I-1 –

EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

APPENDIX I

5. IMPACT OF REPURCHASES

On the basis of the current financial position of the Company and taking into account the current working capital position of the Company, the Directors consider that, if the Repurchase Mandate was to be exercised in full, it might have a material adverse effect on the working capital and/or the gearing position of the Company as compared with the position as at 31 December 2015, being the date to which the last audited accounts of the Company were made up. 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 of the Company or the gearing levels of the Company which in the opinion of the Directors are from time to time appropriate for the Company.

6. SHARE PRICES

The highest and lowest prices at which the Shares were traded on the Stock Exchange during each of the following months were as follows:

	Highest	Lowest
	HK$	HK$
April 2015	2.20	1.76
May 2015	2.69	1.97
June 2015	2.80	2.23
July 2015	2.39	1.35
August 2015	1.93	1.41
September 2015	1.65	1.42
October 2015	1.81	1.47
November 2015	1.70	1.53
December 2015	1.66	1.50
January 2016	1.56	1.30
February 2016	1.44	1.30
March 2016	1.51	1.31
April 2016 (Up to the Latest Practicable Date)	1.35	1.22

7. EFFECT OF TAKEOVERS CODE AND MINIMUM PUBLIC HOLDING

If a Shareholder’s proportionate interest in the voting rights of the Company increases on the Company exercising its powers to repurchase Shares pursuant to the Repurchase Mandate, such increase will be treated as an acquisition for the purpose 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 in accordance with rule 26 of the Takeovers Code.

– I-2 –

EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

APPENDIX I

As at the Latest Practicable Date, to the best of the knowledge and belief of the Directors, each of Trigiant Investments Limited, Abraholme International Limited, Mr. Qian Lirong and Mr. Jiang Wei (collectively, the ‘‘Concert Group Shareholders’’) (Note) held approximately 33.02%, 0.02%, 0.42% and 0.004% respectively of the existing issued Shares, and the Concert Group Shareholders in aggregate held approximately 33.464% of the existing issued Shares.

Note: Trigiant Investments Limited is owned as to 91.79% by Abraholme International Limited, which in turn is wholly owned by Mr. Qian Lirong.

In the event that the Directors exercise in full the power to repurchase Shares pursuant to the Repurchase Mandate, the interest held by each of Trigiant Investments Limited, Abraholme International Limited, Mr. Qian Lirong and Mr. Jiang Wei (assuming the current shareholding remains the same) would be increased to approximately 36.68%, 0.02%, 0.47% and 0.004% respectively and the aggregate interest held by the Concert Group Shareholders would be increased to approximately 37.174%.

In the opinion of the Directors, on the basis of the current shareholding of the Concert Group Shareholders in the Company, an exercise of the Repurchase Mandate in full may result in the Concert Group Shareholders to becoming obliged to make a mandatory offer under rule 26 of the Takeovers Code.

Save as disclosed above, the Directors are not aware of any Shareholder or group of Shareholders acting in concert, who may become obliged to make a mandatory offer under rule 26 of the Takeovers Code as a consequence of any purchases pursuant to the Repurchase Mandate.

The Directors have no intention to exercise the Repurchase Mandate to such an extent that will result in the number of Shares in the hands of public falling below the prescribed minimum percentage of 25%.

– I-3 –

EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

APPENDIX I

8. SHARES REPURCHASE MADE BY THE COMPANY

The Company had not purchased any of the Shares (whether on the Stock Exchange or otherwise) during the previous six months.

9. GENERAL

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their close associates (as defined under the Listing Rules) currently intends to sell any Shares to the Company or its subsidiaries if the Repurchase Mandate is approved at the Annual General Meeting and is exercised.

The Directors have undertaken to the Stock Exchange that they will exercise the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands.

No core connected person (as defined under the Listing Rules) of the Company has notified the Company that he/she/it has a present intention to sell Shares to the Company, or has undertaken not to do so if the Repurchase Mandate is approved by the Shareholders.

– I-4 –

DETAILS OF THE DIRECTORS FOR RE-ELECTION

APPENDIX II

Pursuant to the Listing Rules, the details of the Directors who will retire at the Annual General Meeting according to the Articles and will be proposed to be re-elected at the same meeting are provided below.

(1) MR. JIANG WEI

Mr. Jiang Wei (蔣唯) (‘‘Mr. Jiang’’), aged 57, has been an executive Director and the Group chief executive officer since 19 March 2012. Mr. Jiang is also the chairman of the corporate governance committee of the Board and a member of the remuneration committee of the Board. Mr. Jiang has substantial experience in the communications cable industry and is principally responsible for managing the sales management team and marketing activities of the Group. Mr. Jiang completed his studies in mechanics manufacturing in Xi’an Electric Power Machinery Manufacturing Co. Ltd., Electromechanical Institute (西安電力機械製造公司機電學 院) in 1984 and completed the No. 3 Industrial and Regional Culture and Economic Management Postgraduate Course offered by Shanghai Social Science Institute (Arts Research Centre) (上海社會科學院文學研究所，第三產業暨區域文化經濟管理碩士研究生班) in 2004.

Mr. Jiang joined Jiangsu Trigiant Technology Co., Ltd. 江蘇俊知技術有限公司 (‘‘Trigiant Technology’’) in November 2007. Mr. Jiang is also an executive deputy general manager of Trigiant Technology and a director of certain subsidiaries of the Company. Between June 2005 and January 2007, he was the executive director and marketing director of Hengxin Technology Ltd. (‘‘Hengxin (Singapore)’’), a company incorporated in Singapore, whose shares are listed on the Singapore Exchange Securities Trading Limited and the Main Board of the Stock Exchange. During the time while Mr. Jiang was serving as an executive director of Hengxin (Singapore), he was also the deputy general manager (sales) of Jiangsu Hengxin Technology Co., Ltd. (江蘇亨鑫科技有限公司), a wholly-owned subsidiary of Hengxin Singapore between July 2003 and March 2007.

From July 1999 to June 2003, he was the deputy general manager of Jiangsu Hengtong Cable Co., Ltd. (江蘇亨通線纜有限公司) in charge of sales and marketing matters. From December 1993 to June 1997, he worked in US Global Pacific Co., Ltd. and served as a technician until May 1994 and was seconded to Anhui Lida Communications Cable Co., Ltd. (安徽立達通信電纜有限公司), a company principally engaged in, amongst others, the manufacture and sale of indoor communications and data cables and telephones and held positions of assistant chief engineer and deputy general manager until June 1997. From 1984 to 1993, Mr. Jiang worked in Xi’an Cable Factory (Plastic Branch) (西安電纜廠全塑分廠) and held various positions from technician to vice factory director.

Mr. Jiang has been awarded the Economic People of PRC Information Industry of the Year (中國信息產業年度經濟人物) in 2010.

Mr. Jiang is a director of Trigiant Investments Limited, a controlling shareholder (as defined in the Listing Rules) of the Company.

As at Latest Practicable Date, save as disclosed above, (i) Mr. Jiang had not held any other major appointment and qualifications or directorship in other listed company in the last three years, and (ii) nor does he have any relationship with any Director, senior management, substantial shareholders or controlling shareholders (having the meaning ascribed to it in

– II-1 –

DETAILS OF THE DIRECTORS FOR RE-ELECTION

APPENDIX II

Listing Rules). Save as mentioned above, Mr. Jiang did not hold other positions with the Company or other members of the Group. As at the Latest Practicable Date, Mr. Jiang was interested in 60,000 Shares and 2,000,000 underlying Shares within the meaning of Part XV of the SFO.

Mr. Jiang has entered into a service agreement with the Company pursuant to which he agreed to act as executive Director for a fixed term of three years commencing from 19 March 2015. He is subject to retirement by rotation and re-election at the annual general meetings of the Company pursuant to the Articles. The current monthly salary of Mr. Jiang is HK$33,000 and RMB40,000 which was determined with reference to his duties, responsibilities and the results of the Group. In addition, he is also entitled to a discretionary management bonus provided that the aggregate amount of the bonuses payable to all executive Directors for any financial year of the Company may not exceed 10% of the audited combined or consolidated audited net profit of the Group (after taxation and minority interests and payment of such bonuses but before extraordinary or exceptional items) in respect of that financial year of the Company.

Save as disclosed above, the Company is not aware of any other matters that it considers necessary to be brought to the attention of the Shareholders in relation to the re-election of Mr. Jiang and there is no other information which is required to be disclosed pursuant to paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules.

(2) MR. FUNG KWAN HUNG

Mr. Fung Kwan Hung (馮均鴻) (‘‘Mr. Fung’’), aged 46, has been a non-executive Director since 31 August 2015. Mr. Fung holds a Bachelor degree in Accountancy from Hong Kong Polytechnic (now known as The Hong Kong Polytechnic University). He is currently a fellow of each of The Association of Chartered Certified Accountants and The Hong Kong Institute of Certified Public Accountants.

Mr. Fung has over 20 years of experience in audit, finance and accounting. He worked in an international accounting firm from August 1992 to November 1997. Mr. Fung served as a financial controller of MUI Hong Kong Limited (now known as Morning Star Resources Limited) from November 1997 to April 2003. Since August 2003, Mr. Fung joined 深圳市怡亞 通供應鏈股份有限公司 (in English, for identification only, Shenzhen Eternal Asia Supply Chain Management Ltd.) (‘‘Eternal Asia’’), a joint stock company established in the PRC with limited liability whose shares are listed on the Small and Medium Enterprise Board of the Shenzhen Stock Exchange. Mr. Fung is currently a director, vice president and chief financial officer of Eternal Asia and directors of various subsidiaries of Eternal Asia. Mr. Fung is also a director of Eternal Asia (HK) Limited, a company incorporated in Hong Kong with limited liability and a wholly-owned subsidiary of Eternal Asia, which owns approximately 16.69% of the issued share capital of the Company as at the Latest Practicable Date.

Mr. Fung had been a director of the following private companies: (1) EA Excelsior Computer Limited, a company incorporated in Hong Kong engaged in computer trading business and supply chain management services which was dissolved by deregistration on 28 March 2014 pursuant to section 291 of the Companies Ordinance (Chapter 32 of the Laws of Hong Kong) then in force; and (2) Eternal Asia Supply Chain Management (M) Sdn. Bhd., a

– II-2 –

DETAILS OF THE DIRECTORS FOR RE-ELECTION

APPENDIX II

company incorporated in Malaysia engaged in provision of supply chain management services which was dissolved by voluntary striking off in 2013. Mr. Fung confirmed that each of the above companies was solvent at the time of their respective dissolutions.

As at Latest Practicable Date, save as disclosed above, (i) Mr. Fung had not held any other major appointment and qualifications or directorship in other listed company in the last three years, and (ii) nor does he have any relationship with any Director, senior management, substantial shareholders or controlling shareholders (having the meaning ascribed to it in Listing Rules). Save as mentioned above, Mr. Fung did not hold other positions with the Company or other members of the Group. As at the Latest Practicable Date, Mr. Fung was not interested in any Shares within the meaning of Part XV of the SFO.

The Company and Mr. Fung have entered into an appointment letter for a fixed term of three years from 31 August 2015, subject to retirement by rotation and re-election at annual general meetings of the Company pursuant to the Articles. Mr. Fung is entitled to a director’s fee of HK$120,000 per annum, which was determined with reference to his responsibilities, the Company’s remuneration policy and the market conditions. Save for director’s fees granted to him, he is not expected to receive any other remuneration for holding his office as a nonexecutive Director.

Save as disclosed above, the Company is not aware of any other matters that it considers necessary to be brought to the attention of the Shareholders in relation to the re-election of Mr. Fung and there is no information which is required to be disclosed pursuant to paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules.

(3) MS. JIA LINA

Ms. Jia Lina (賈麗娜) (‘‘Ms. Jia’’), aged 48, has been an independent non-executive Director since 23 August 2011. Ms. Jia is also a member of each of the nomination committee and audit committee of the Board. Ms. Jia graduated with a bachelor’s degree in economic trade in July 1989 and a master’s in economics from Dongbei University of Finance and Economics (東北財經大學) in October 1992. Ms. Jia was qualified as an accountant in December 1996 by the Ministry of Finance of the People’s Republic of China (中華人民共和 國財政部).

Ms. Jia has over 20 years of experience in accounting. Between February 2011 and April 2013, Ms. Jia was also an independent director of Suzhou Tianma Fine Chemicals Co., Ltd (蘇 州天馬精細化學品股份有限公司), a company with limited liability whose shares are listed on the Small and Medium Enterprise Board of the Shenzhen Stock Exchange. Ms. Jia is a certified public accountant in Jiangsu Talent CPA (天衡會計師事務所有限公司) since September 1994.

As at Latest Practicable Date, save as disclosed above, (i) Ms. Jia had not held any other major appointment and qualifications or directorship in other listed company in the last three years, and (ii) nor does she have any relationship with any Director, senior management, substantial shareholders or controlling shareholders (having the meaning ascribed to it in Listing Rules). Save as mentioned above, Ms. Jia did not hold other positions with the Company or other members of the Group. As at the Latest Practicable Date, Ms. Jia was interested in 400,000 underlying Shares within the meaning of Part XV of the SFO.

– II-3 –

DETAILS OF THE DIRECTORS FOR RE-ELECTION

APPENDIX II

The Company and Ms. Jia have entered into an appointment letter for a fixed term of three years with effect from 23 August 2014, subject to retirement by rotation and re-election at annual general meetings of the Company pursuant to the Articles. Ms. Jia is entitled to a director’s fee of HK$90,000 per annum which was determined with reference to her duties, responsibilities and the results of the Group. Save for director’s fees granted to her, she is not expected to receive any other remuneration for holding her office as an independent nonexecutive Director.

Save as disclosed above, the Company is not aware of any other matters that it considers necessary to be brought to the attention of the Shareholders in relation to the re-election of Ms. Jia and there is no information which is required to be disclosed pursuant to paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules.

– II-4 –

NOTICE OF ANNUAL GENERAL MEETING

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TRIGIANT GROUP LIMITED 俊 知 集 團 有 限 公 司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1300)

NOTICE IS HEREBY GIVEN that an annual general meeting (‘‘Meeting’’) of Trigiant Group Limited (‘‘Company’’) will be held at 10:30 a.m. on Monday, 23 May 2016 at Falcon Room I, Gloucester Luk Kwok Hong Kong, 72 Gloucester Road, Wanchai, Hong Kong to consider and, if thought fit, transact the following ordinary businesses:

1. to receive and approve the audited consolidated financial statements and the reports of the directors (‘‘Directors’’) of the Company and the auditors of the Company for the year ended 31 December 2015;

2. to re-elect the Directors, each as a separate resolution, and to authorise the board (‘‘Board’’) of Directors to fix the remuneration of the Directors;

3. to re-appoint the auditor of the Company and to authorise the Board to fix its remuneration;

4. to consider and, if thought fit, pass the following resolutions as ordinary resolutions:

ORDINARY RESOLUTIONS

(A) ‘‘THAT:

• (a) subject to paragraph (c) below, pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (‘‘Listing Rules’’), the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with the unissued shares (‘‘Shares’’) in the capital of the Company and to make or grant offers, agreements and options which might require the exercise of such powers be and the same is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) above shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options which may require the exercise of such powers after the expiry of the Relevant Period;

• (c) the aggregate nominal amount of share capital allotted and issued or agreed conditionally or unconditionally to be allotted and issued (whether pursuant to options or otherwise) by the Directors pursuant to the approval in paragraph (a)

• For identification purposes only

– AGM-1 –

NOTICE OF ANNUAL GENERAL MEETING

above, otherwise than pursuant to (i) a Rights Issue (as defined below); or (ii) the exercise of options granted under any share option scheme or similar arrangement adopted from time to time by the Company; or (iii) any scrip dividend or similar arrangements providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company in force from time to time; or (iv) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into Shares shall not exceed the aggregate of:

• (aa) 20 per cent. of the aggregate nominal amount of the issued share capital of the Company on the date of the passing of this resolution; and

• (bb) (if the Directors are so authorised by a separate ordinary resolution of the shareholders of the Company) the aggregate nominal amount of any share capital of the Company purchased by the Company subsequent to the passing of this resolution (up to a maximum equivalent to 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue on the date of the passing of this resolution),

and the authority pursuant to paragraph (a) of this resolution 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 articles of association of the Company, the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands (‘‘Companies Law’’) or any other applicable law of the Cayman Islands to be held; or

• (iii) the passing of an ordinary resolution by the shareholders 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, 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 shareholders of the Company whose names appear on the Company’s register of members on a fixed record date in proportion to their then holdings of Shares (subject to such exclusion 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 of, or the

– AGM-2 –

NOTICE OF ANNUAL GENERAL MEETING

requirements of, any recognised regulatory body or any stock exchange in, or in any territory outside Hong Kong, or the expense or delay that may be incurred in the determination of any such restrictions or obligations).’’

• (B) ‘‘THAT:

• (a) subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as defined below) of all powers of the Company to purchase Shares on The Stock Exchange of Hong Kong Limited (‘‘Stock Exchange’’), or any other stock exchange on which the securities of the Company may be listed and recognised by the Securities and Futures Commission of Hong Kong (‘‘SFC’’) and the Stock Exchange for this purpose, and otherwise in accordance with the rules and regulations of the SFC, the Stock Exchange, the Companies Law and all other applicable laws in this regard, be and the same is hereby generally and unconditionally approved;

• (b) the aggregate nominal amount of shares of the Company which may be purchased by the Company pursuant to the authority granted pursuant to paragraph (a) above during the Relevant Period shall not exceed 10 per cent. of the aggregate nominal amount of the issued share capital of the Company as at the date of the passing of this resolution and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly;

• (c) 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 articles of association of the Company, the Companies Law or any other applicable law of the Cayman Islands to be held; or

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

• (C) ‘‘THAT conditional on the passing of resolutions numbered 4(A) and 4(B) above, the general mandate granted to the Directors pursuant to paragraph (a) of resolution numbered 4(A) above be and is hereby extended by the addition to the aggregate nominal amount of the Shares which may be allotted, issued or dealt with by the Directors pursuant to or in accordance with such mandate of an amount representing the aggregate nominal amount of the shares in the capital of the Company purchased by the Company pursuant to or in accordance with the authority granted under paragraph (a) of resolution numbered 4(B) above.’’

– AGM-3 –

NOTICE OF ANNUAL GENERAL MEETING

• (D) ‘‘THAT the proposed payment of final dividend of HK3.5 cents per share of HK$0.01 each of the Company for the year ended 31 December 2015 be and is hereby approved.’’

On behalf of the board of directors of Trigiant Group Limited Qian Lirong Chairman

20 April 2016

Principal place of business in Hong Kong:

Room 1801, 18th Floor

Tai Tung Building 8 Fleming Road Wanchai Hong Kong

Notes:

1. A member entitled to attend and vote at the meeting convened by the above notice shall be entitled to appoint another person as his/her/its proxy to attend and vote instead of him/her/it. A member who is the holder of two or more shares may appoint more than one proxy to represent him/her/it and vote on his/her/its behalf at a general meeting of the Company or at a class meeting. A proxy need not be a member of the Company.

2. In order to be valid, the form of proxy must be duly completed and signed in accordance with the instructions printed thereon and deposited together with a power of attorney or other authority (if any) under which it is signed, or a certified copy of that power or authority, at the office of the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time for holding the meeting or adjourned meeting.

3. In order to ascertain the entitlement to attend and vote at the Meeting, the register of members of the Company will be closed from Thursday, 19 May 2016 to Monday, 23 May 2016, both days inclusive, during which period no transfer of shares of the Company will be registered. In order to qualify for the entitlement to attend and vote at the Meeting, all transfer of shares accompanied by the relevant shares certificates must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong by 4:30 p.m. on Wednesday, 18 May 2016.

4. In order to ascertain the entitlement to the proposed final dividend for the year ended 31 December 2015, the register of members of the Company will be closed from Tuesday, 5 July 2016 to Friday, 8 July 2016, both days inclusive, during which period no transfer of shares of the Company will be registered. In order to qualify for the entitlement to the proposed final dividend for the year ended 31 December 2015, all transfer of shares accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong by 4:30 p.m. on Monday, 4 July 2016.

5. In relation to the proposed resolution numbered 4(B) above, the Directors wish to state that they will exercise the powers conferred thereby to repurchase the securities of the Company in circumstances which they deem appropriate for the benefit of the shareholders of the Company. An explanatory statement containing the information necessary to enable the shareholders of the Company to make an informed decision to vote on the proposed resolution as required by the Listing Rules is set out in appendix I to the circular despatched to the shareholders of the Company on the date hereof.

– AGM-4 –

NOTICE OF ANNUAL GENERAL MEETING

1. All resolutions as set out in this notice to be put to vote at the meeting will be decided by way of poll as required by the Listing Rules.

As at the date hereof, the Board comprises the following members:

Executive Directors: Mr. Qian Lirong Mr. Jiang Wei Non-executive Director: Mr. Fung Kwan Fung Independent non-executive Directors: Professor Jin Xiaofeng Mr. Poon Yick Pang, Philip Mr. Ng Wai Hung Ms. Jia Lina

– AGM-5 –