Trigiant Group Limited — Capital/Financing Update 2017

Jun 9, 2017

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

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1300)

COMPLETION OF DISCLOSEABLE AND CONNECTED TRANSACTION — ACQUISITION OF THE REMAINING 40% INTEREST IN A NON-WHOLLY-OWNED SUBSIDIARY AND ISSUE OF CONSIDERATION SHARES UNDER SPECIFIC MANDATE

Reference is made to the circular of Trigiant Group Limited (‘‘Company’’) dated 10 May 2017 (‘‘Circular’’) and the poll results announcement of the Company dated 1 June 2017 in relation to, among other things, the Acquisition and the Whitewash Waiver. Unless otherwise defined, terms used in this announcement shall have the same meaning as defined in the Circular.

The Board is pleased to announce that all the conditions precedent to the Acquisition have been fulfilled and the Completion took place on 9 June 2017 in accordance with the terms and conditions of the SP Agreement. Pursuant to the SP Agreement, the Company had allotted and issued 228,000,000 Consideration Shares to the Vendor at the issue price of approximately HK$1.174 per Consideration Share.

Following Completion, each member of the Target Group has become a wholly-owned subsidiary of the Company and the financial results of the Target Group will remain to be consolidated into the consolidated financial statements of the Company.

• For identification purpose only

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The following table sets out the shareholding structure of the Company (i) immediately prior to Completion; and (ii) immediately following Completion:

Shareholders Mr. Qian Concert Group Mr. Qian and his associates (Note 1) Mr. Jiang (Note 2) Neala Holdings Atrium Noble Subtotal The Vendor (Note 3) Eternal Asia (HK) Limited (Note 4) Public Shareholders Total	Shareholders Mr. Qian Concert Group Mr. Qian and his associates (Note 1) Mr. Jiang (Note 2) Neala Holdings Atrium Noble Subtotal The Vendor (Note 3) Eternal Asia (HK) Limited (Note 4) Public Shareholders Total	(i) Immediately prior to Completion Number of Shares Approximate %	(i) Immediately prior to Completion Number of Shares Approximate %	(ii) Immediately after Completion Number of Shares Approximate %	(ii) Immediately after Completion Number of Shares Approximate %
	Mr. Qian and his associates (Note 1) Mr. Jiang (Note 2) Neala Holdings Atrium Noble	523,021,750 60,000 51,641,330 47,668,920	33.45 0.00 3.30 3.05	523,021,750 60,000 51,641,330 47,668,920	29.19 0.00 2.88 2.66
		622,392,000 200,000,000 292,876,000 448,232,000 1,563,500,000	39.81 12.79 18.73 28.67 100.00	622,392,000 428,000,000 292,876,000 448,232,000 1,791,500,000	34.74 23.89 16.35 25.02
					100.00

Notes:

1. Of these Shares: (a) 6,582,000 Shares are held by Mr. Qian; (b) 250,000 Shares are held by Abraholme; and (c) 516,189,750 Shares are held by Trigiant Investments. Mr. Qian is an executive Director and the Chairman of the Board.

2. Mr. Jiang is an executive Director and the Group Chief Executive Officer.

3. These Shares are held by the Vendor, which is owned by the Warrantors as to 40% by Mr. Zhu Xujun, 30% by Mr. Shao Yijun and 30% by Mr. Zhao Ting.

4. Based on the notices of disclosure of interests dated 20 October 2016 of Eternal Asia (HK) Limited, Shenzhen Eternal Asia Supply Chain Management Ltd., Shenzhen Eternal Asia Investment Holding Limited and Mr. Zhou Guohui each filed with the Stock Exchange, Eternal Asia (HK) Limited is a company wholly owned by Shenzhen Eternal Asia Supply Chain Management Ltd, which in turn is owned as to 36.54% by Shenzhen Eternal Asia Investment Holding Limited, which in turn is wholly owned by Mr. Zhou Guohui.

5. Certain of the figures set out in this table have been subject to rounding adjustments. Accordingly, figures shown as totals herein may not be an arithmetic aggregation of the figures preceding them.

On behalf of the Board Trigiant Group Limited Qian Lirong Chairman

Hong Kong, 9 June 2017

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

Executive Directors: Mr. Qian Lirong (Chairman) Mr. Jiang Wei (Group chief executive officer) Non-executive Director: Dr. Fung Kwan Hung Independent non-executive Directors: Professor Jin Xiaofeng Mr. Poon Yick Pang Philip Mr. Ng Wai Hung Ms. Jia Lina

Alternate Director to Mr. Qian Lirong: Mr. Qian Chenhui

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.

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