Trigiant Group Limited — Capital/Financing Update 2017

Jan 17, 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)

DISCLOSEABLE TRANSACTION — PURCHASE OF INVESTMENT PRODUCTS

PURCHASE OF INVESTMENT PRODUCTS

The Board hereby announce that the Company has purchased certain Investment Products issued by LJZ Wealth Management at an aggregated amount of RMB105 million (equivalent to approximately HK$118.0 million) during 2016 in four separate transactions. The first three purchases were in respect of the same Investment Product while the last purchase was in respect of a similar Investment Product with different registered number. The anticipated annual rate of return of the Investments Products range from 4.8% to 5.3%.

IMPLICATIONS UNDER THE LISTING RULES

Each purchase of the Investment Products, on a stand-alone basis, is not a notifiable transaction of the Company for the purpose of Chapter 14 of the Listing Rules.

As one of the applicable percentage ratios (as defined under the Listing Rules) in respect of the aggregate purchases of the Investment Products exceeds 5% but all relevant percentage ratios are less than 25%, such purchases in aggregate constituted a discloseable transaction for the Company under Chapter 14 of the Listing Rules and is subject to the notification and announcement requirements under the Listing Rules.

• For identification purpose only

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PURCHASE OF INVESTMENT PRODUCTS

The Company has purchased an aggregate principal amount of RMB105 million (equivalent to approximately HK$118.0 million) of the Investment Products issued by LJZ Wealth Management during 2016. A summary of the major terms of the Investment Products is set out below:

Parties

• (1) The Company as the investor

• (2) LJZ Wealth Management as the manager

• (3) Ping An Bank Shanghai Branch as the custodian

LJZ Wealth Management is a company established in the PRC with limited liability and an investment fund manager approved by 中國證券投資基金業協會 (Assets Management Association of China*). To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, LJZ Wealth Management and its ultimate beneficial owners are Independent Third Parties. The principal business of LJZ Wealth Management includes but not limited to establishment and issuance of asset management plans in relation to various investments for clients.

Ping An Bank Shanghai Branch is one of the branches of 平安銀行股份有限公司 (Ping An Bank Co., Limited*), a limited company established in the PRC with limited liability and a licensed bank in the PRC. To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, Ping An Bank Shanghai Branch and its ultimate beneficial owners are Independent Third Parties. The principal business of Ping An Bank Shanghai Branch is to provide corporate and personal, treasury operations, investment banking, asset management and other financial services.

Particulars of the purchases

	Transaction date
	(date of			Anticipated
	investment			annual rate
Investment Product	agreement)	Amount	Investment period	of return#
靜湖安盈2號	12 July 2016	RMB20 million	12 July 2016 to	4.8%
(Jinghu Anying No. 2*)			14 January 2017~
靜湖安盈2號	9 August 2016	RMB20 million	9 August 2016 to	4.8%
(Jinghu Anying No. 2*)			11 February 2017
靜湖安盈2號	22 September 2016	RMB35 million	22 September 2016 to	4.8%
(Jinghu Anying No. 2*)			22 April 2017
靜湖安盈1號	11 October 2016	RMB30 million	11 October 2016 to	5.3%
(Jinghu Anying No. 1*)			13 May 2017

• The anticipated return rate is not guaranteed.

• ~ This investment ended and related proceed from settlement of investment already received.

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Investment scope

The investment scope of the Investment Products principally include investments in bank savings, listed debt equities, money market bonds, bond market funds, low-risk fixed income investment in asset nature, and other fixed income in asset nature in compliance with the regulatory requirements.

Fees

LJZ Wealth Management will receive a floating management fee which will be calculated based on the remaining value of the Investment Product upon the expiry of the investment period concerned after deducting the anticipated annual rate of return and all other fees and expenses as set out in the investment agreement.

INFORMATION ON THE GROUP

The Group is principally engaged in research, development and sales of feeder cable series, optical fibre cable series and related products, flame-retardant flexible cable series, new-type electronic components and other accessories for mobile communications and telecommunications transmission.

REASONS FOR AND BENEFITS OF THE PURCHASE OF INVESTMENT PRODUCTS

The purchases of the Investment Products were funded by internal resources of the Group. The Group purchased the Investment Products with an intent to maximising the use of its funds with satisfactory return. The Directors believed that such purchases can increase the rate of return of its working capital and therefore improve both the investment income and the profits of the Group.

The Directors are of the view that the purchases of the Investment products will not cause any adverse effects on the Group’s working capital. The Directors (including the non-executive Director and the independent non-executive Directors) are therefore of the view that such purchases are fair and reasonable and are in the best interests of the Company and its Shareholders as a whole.

IMPLICATIONS UNDER THE LISTING RULES

Each purchase of the Investment Products, on a stand-alone basis, is not a notifiable transaction of the Company for the purpose of Chapter 14 of the Listing Rules.

Nonetheless, the Company is in the course of preparing its final results for the year ended 31 December 2016 and noted that though the subject of the fourth purchase of Investment Product has a different registered number, the nature of it is similar to other Investment Products such that they should be aggregated for assessment.

As such, after the aggregation of the fourth purchase, one of the applicable percentage ratios (as defined under the Listing Rules) in respect of the aggregate purchase of the Investment Products exceeds 5% but all relevant percentage ratios are less than 25%, such purchases in

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aggregate constituted a discloseable transaction for the Company under Chapter 14 of the Listing Rules and is subject to the notification and announcement requirements under the Listing Rules.

The Company therefore published this announcement to inform the Shareholders of the details of the purchases of the Investment Products in order to comply with the Listing Rules to the extent that the notification and announcement requirements set out under Rule 14.34 of the Listing Rules were not timely complied with which the Company acknowledged its delay due to inadvertent oversight about the similarity in nature of the Investment Products.

The Company has taken the following actions in order to improve the compliance procedures and avoid the occurrence of similar incident:

• (1) the Company has reviewed its current investment portfolio to check whether it shall comply with any requirements under the Listing Rules;

• (2) the Company has reviewed and modified the current policy of acquisition or disposal of assets to enhance the internal control; and

• (3) the Company has issued a memorandum to the management of the Company which are responsible for managing the investment activities, confirming that:

• (a) the Company will evaluate the implications of the Listing Rules, including but not limited to consulting external legal advisers, financial advisers and/or the Stock Exchange, before effecting any subscription so as to ensure the compliance with the applicable requirements under the Listing Rules; and

• (b) a monthly summary report will be prepared on the investment transactions and report to the Board for its review.

DEFINITIONS

Unless otherwise specified, the following terms have the following meanings in this announcement:

‘‘Board’’

the board of Directors of the Company

‘‘Company’’

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

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

• ‘‘Group’’ the Company and its subsidiaries

• ‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the PRC

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‘‘Independent Third Parties’’ parties who are independent from the Company and the connected persons of the Company ‘‘Investment Products’’ the investment products issued by LJZ Wealth Management, the principal terms of which are summarised in this announcement and each an ‘‘Investment Product’’ ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange ‘‘LJZ Wealth Management’’ 陸家嘴財富管 理 (上海)有限公司, (LJZ Wealth Management (Shanghai) Co., Limited), as the manager under subscription and is a company established in the PRC with limited liability ‘‘Ping An Bank Shanghai 平安銀行股份有限公司上海分行, (Ping An Bank Co., Branch’’ Limited, Shanghai Branch), as the custodian, and is a joint stock limited company established in the PRC ‘‘PRC’’ the People’s Republic of China, which for the purpose of this announcement, excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan ‘‘RMB’’ Renminbi, the lawful currency of the PRC ‘‘Shareholder(s)’’ the shareholder(s) of the Company ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited ‘‘%’’ per cent.

In this announcement, for the purpose of illustration only, amounts quoted in RMB have been converted into HK$ at the rate of RMB1 to HK$1.124. Such exchange rate has been used, where applicable, for the purpose of illustration only and does not constitute a representation that any amounts were or may have been exchanged at this or any other rates or at all.

On behalf of the Board Trigiant Group Limited Qian Lirong Chairman

Hong Kong, 17 January 2017

• For identification purpose only

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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

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