Trigiant Group Limited — M&A Activity 2023

Sep 21, 2023

THIS ACCOUNT HOLDER FORM IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN DOUBT ABOUT THIS ACCOUNT HOLDER FORM, YOU SHOULD CONSULT A LICENSED SECURITIES DEALER OR REGISTERED INSTITUTION IN SECURITIES, BANK MANAGER, SOLICITOR, PROFESSIONAL ACCOUNTANT AND/OR OTHER PROFESSIONAL ADVISER.

YOU SHOULD COMPLETE AND RETURN THIS ACCOUNT HOLDER FORM ONLY IF YOU ARE HOLDING ALL OR SOME OF YOUR SCHEME SHARES THROUGH A SECURITIES ACCOUNT MAINTAINED WITH A CCASS PARTICIPANT OR YOU ARE INTERESTED IN SCHEME SHARES AS A CCASS INVESTOR PARTICIPANT, AND YOU WISH TO ELECT THE SHARE ALTERNATIVE IN RESPECT OF ANY OR ALL THE SCHEME SHARES YOU HOLD AS AT 13 NOVEMBER 2023 (THE “CONFIRMATION DATE”).

This Account Holder Form is referred to in the scheme document jointly issued by Trigiant Investments Limited (the “ Offeror ”) and Trigiant Group Limited (the “ Company ”) dated 22 September 2023 in relation to, among other things, the scheme of arrangement under section 86 of the Companies Act of the Cayman Islands (the “ Scheme Document ”). Unless the context requires otherwise, capitalised terms used herein shall have the same meanings as those defined in the Scheme Document.

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Trigiant Investments Limited

(incorporated in the Cayman Islands with limited liability)

Trigiant Group Limited 俊知集團有限公司[*]

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 1300)

ACCOUNT HOLDER FORM FOR ELECTION OF SHARE ALTERNATIVE BY HOLDER OF SCHEME SHARES THROUGH HKSCC NOMINEES LIMITED

• The Company has not registered any dual foreign name in the Cayman Islands and this name in Chinese is for identification purpose only. Instructions:

• You should complete this Account Holder Form ONLY if:

• all or some of the Scheme Shares of the Company which you (or any person(s) for whom you are holding the Scheme Shares as a nominee or custodian (“ Beneficial Owner(s) ”)) are interested in are deposited in CCASS and registered under the name of HKSCC Nominees;

• you have maintained an account (or accounts) with CCASS Participant(s) to hold such Scheme Shares or you are interested in such Scheme Shares as a CCASS Investor Participant; and

• you wish to elect to accept the Share Alternative, which may be made in respect of ANY or ALL of the Scheme Shares which you hold or are (or, if you are a nominee or custodian, the Beneficial Owner for whom you act is) interested in.

In this case, you are the “ Account Holder ” as referred to in this Account Holder Form.

1. In accordance with the terms of the Scheme, a holder of Scheme Shares may elect to accept the Share Alternative or Cash Alternative or a combination of both in respect of the entire holdings of the Scheme Shares held by such holder.

2. In accordance with the terms of the Scheme, save as otherwise provided in this Account Holder Form, if you hold all or part of your Scheme Shares through CCASS, you must, in respect of such Scheme Shares held through CCASS:

3. submit your election instruction to the CCASS Participant(s) through which you hold your Scheme Shares on or before such time as notified by your CCASS Participant(s) (the “ Relevant CCASS Participants ”) for the purpose of electing the Share Alternative; and

4. complete, sign and return, no later than 4:30 p.m. on 30 November 2023 (the “ Election Time ”), (i) a copy of this Account Holder Form to the Company’s Share Registrar, Tricor Investor Services Limited, by email to is-enquiries@hk.tricorglobal.com, with the Relevant CCASS Participants being copied in the same email; and (ii) the original of this Account Holder Form to the Company’s Share Registrar at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong.

5. Assuming the Scheme becomes effective in accordance with its terms, saved as otherwise provided in this Account Holder Form, you will receive Share Alternative for the Scheme Shares held by you (or the Beneficial Owner) ONLY if:

6. you have validly completed and returned this Account Holder Form according to paragraph 3 above;

7. your election instruction(s) have been passed by the Relevant CCASS Participant(s) to HKSCC Nominees Limited, and a valid Election Form including the said election instruction has been submitted by HKSCC Nominees Limited in accordance with the terms of the Proposal as set out in the Scheme Document;

8. in respect of any Scheme Shares held by you outside CCASS, you have validly completed and returned an Election Form also for Share Alternative and provided the KYC Documents of the Scheme Shareholder required in accordance with the terms of the Proposal as set out in the Scheme Document; and

9. (i) if you are not acting as a nominee or custodian in respect of the Scheme Shares held through CCASS, you have elected Share Alternative in respect of part or all of the Scheme Shares held by you, and (ii) if you are acting as a nominee or custodian in respect of such Scheme Shares which is held through CCASS, the Beneficial Owner for whom you are acting has elected Share Alternative in respect of the Scheme Shares which the Beneficial Owner is interested in.

10. As noted in the Scheme Document, the Company will conduct a shareholder identification exercise pursuant to its power under section 329 of the Securities and Futures Ordinance. The result of such exercise will be shared with the Offeror in the form of a report (the “ S.329 Report ”). If, having considered the S.329 Report, the relevant Account Holder Form and other relevant information such as the register of members of the Company, the Offeror believes (i) any Account Holder (or the Beneficial Owner holding Scheme Shares through an Account Holder) opting to elect both Share Alternative and Cash Alternative has failed to indicate an allocation of the relevant Scheme Shares between the Cash Alternative and Share Alternative which corresponds to the total number of the Scheme Shares held by it, (ii) the procedures set out in these Instructions have not been complied with, or (iii) any information contained in this Account Holder Form (including any of the representations made by an Account Holder in paragraph 6 of this Account Holder Form) is inaccurate, the Offeror has absolute discretion to reject the election for Share Alternative, in which case the Account Holder or the Beneficial Owner (as the case may be) will be deemed to have made an election for Cash Alternative in respect of all the Scheme Shares held by it. Any decision of the Offeror in this regard shall be final and binding.

11. By completing and submitting this Account Holder Form, you (for yourself or, if you are a nominee or custodian, on behalf of each Beneficial Owner for whom you hold the Scheme Shares) hereby represent and warrant to the Company and the Offeror that:

12. a) if opting to elect both Cash Alternative and Share Alternative, you have indicated an allocation of the relevant Scheme Shares between the Cash Alternative and Share Alternative which corresponds to the total number of the Scheme Shares held by you;

13. b) you agree to provide such additional information or documentary evidence as required by the Offeror for the purpose of confirming you have or any Beneficial Owner for whom you act has elected Share Alternative in respect of any or all of the Scheme Shares held by you or such Beneficial Owner;

14. c) you (and the Beneficial Owners for whom you act, if any) may lawfully be offered, take up, obtain and receive the Holdco Shares in the jurisdiction in which you reside or are currently located;

15. d) you are not resident or located in, or a citizen of any territory where it would be unlawful to elect for the Share Alternative and/or receive the Holdco Shares;

16. e) you are not electing for the Share Alternative and/or receiving the Holdco Shares on a non-discretionary basis for a person who is resident or located in, or a citizen of any territory where it would be unlawful to elect for the Share Alternative and/or receive the Holdco Shares at the time the instruction to elect was given;

17. f) you are not taking up for the account of any person who is located in any territory where it would be unlawful to elect for the Share Alternative and/or receive the Holdco Shares unless:

    • a. the instruction to elect for the Share Alternative and/or receive the Holdco Shares was received from a person outside any territory where it would be unlawful to elect for the Share Alternative and/or receive the Holdco Shares; and

    • b. the person giving such instruction has confirmed that it (aa) has the authority to give such instruction, and (bb) either (x) has investment discretion over such account or (y) is an investment manager or investment company that is electing for the Share Alternative and/or receiving the Holdco Shares;

18. g) you are not electing for the Share Alternative and/or receiving the Holdco Shares with a view to the offer, sale, allotment, taking up, exercise, resale, renouncement, pledge, transfer, delivery or distribution, directly or indirectly, of such Holdco Shares into any territory where it would be unlawful to elect for the Share Alternative and/or receive the Holdco Shares;

19. h) you understand that the Holdco Shares have not been or will not be registered under the U.S. Securities Act or with any securities regulatory authority of any state, territory, or possession of the U.S.; and

20. i) you agree that your supply of any information in this Account Holder Form is voluntary and you acknowledge and agree that this Account Holder Form and/or the information contained therein may be disclosed and transferred to such parties as further set out in the Personal Information Collection Statement below.

21. An Account Holder Form which is completed and delivered by an Account Holder shall be irrevocable and incapable of being amended, withdrawn or revoked unless (i) the Company expressly consents to such amendment, withdrawal or revocation and (ii) the Account Holder subsequently completes and submits a new Account Holder Form to the Share Registrar before the Election Time.

22. You are reminded that you should elect for the Share Alternative in respect of the Scheme Shares, or indicate an allocation of the Scheme Shares between the Share Alternative and Cash Alternative which corresponds to the total number of the Scheme Shares which you hold or are (or which the Beneficial Owner for whom you act is) interested in as at the Confirmation Date (in respect of Scheme Shares held through CCASS) and the Scheme record Date (in respect of Scheme Shares not held through CCASS). If your actual shareholding as at Confirmation Date and/or the Scheme Record Date (as appropriate) is different from that stated in your submitted Account Holder Form, you are reminded to submit a new Account Holder Form to the Share Registrar before the Election Time. Failure to do so may invalidate your election for Share Alternative.

23. The Offeror and the Share Registrar will use reasonable endeavour to contact the relevant Account Holder if they are aware of any clerical error in an Account Holder Form which has been submitted to the Share Registrar, with a view to the Account Holder correcting the same before the Election Time. Account Holders should note that it is their responsibility to ensure that this Account Holder Form is validly completed and submitted to the Share Registrar according to the instructions stated herein and in the Scheme Document before the Election Time, and none of the Holdco, the Offeror, the Company, First Shanghai Capital, the Independent Financial Adviser and the Share Registrar or any of their advisers or agents will be responsible for the Account Holder’s failure in making a valid election for the Share Alternative.

24. The Offeror reserves the right and has the sole final discretion to determine whether the requirements relating to a valid election under this Account Holder Form by any Account Holder for Share Alternative or a combination of both Share Alternative and Cash Alternative have been satisfied in respect of any Scheme Shares, or waive any procedural or documentation requirement in respect of an election (based on such information as it may alternatively possess, receive or collect). None of the Offeror, the Company or the Share Registrar is obliged to return this Account Holder Form to such Account Holder or give notice to any Account Holder of any such irregularities found in the Form or rejection thereof and each of them hereby disclaims any and all liabilities arising from exercising or not exercising its discretion as aforementioned or giving or not giving such notification.

25. No acknowledgement of receipt of any Account Holder Form will be given to you.

26. This Account Holder Form should be completed in BLOCK CAPITALS . Any alteration made to this Account Holder Form must be signed by the Account Holder.

27. If you have any questions in completing this Account Holder Form, please call the hotline of the Share Registrar, Tricor Investor Services Limited at 2980 1333 between 9:00 a.m. and 4:30 p.m. on Monday to Friday, excluding public holidays in Hong Kong.

Read the “Instructions” above before completing this Account Holder Form. Please complete this Account Holder Form in BLOCK LETTERS.

Part A: Account Holder Detail
(1) Name(s)/Company Name(s) of Account Holder1(English) (in case of a joint account, please state the name of each account holder)
(2) Name(s)/Company Name(s) of Account Holder1(Chinese) (in case of a joint account, please state the name of each account holder)
(3) HKID No./Passport No./Registration No./ Hong Kong Business Registration No. of Account Holder	HKID No./Passport No./Registration No./Hong Kong Business Registration No. of Account Holder* (Please delete by striking-out as appropriate):
(4) Place of Incorporation or Establishment (if applicable)
(5) Address of the Account Holder
(6) Contact telephone number (including country and area codes, if applicable)
(7) Email address
(8) Number of Scheme Shares which you are interested in as at Confirmation Date	(a) Number of Scheme Shares registered directly in your name (i.e. not held through CCASS)
	(b) (If you are a CCASS Investor Participant) Number of Scheme Shares held by you as a CCASS Investor Participant (Please fill initem (9)below)
	(c) Number of Scheme Shares held by you through a CCASS Participant or CCASS Participants (Please completePart Cof this Account Holder Form and arrange for your CCASS Participant(s) to sign on the “Confirmation of CCASS Participant” at the bottom of Part C)
	(d) Total number of Scheme Shares held by you: (a)+(b)+(c)
(9) Your CCASS Investor Participant I.D. (if you are a CCASS Investor Participant)
Part B: Signature
In order to be effective, this Account Holder Form must be signed personally (or under a power of attorney, in which case the original or a certified copy of the power of attorney must be lodged with this Account Holder Form) by the Account Holder. In the case of joint Account Holders, all such Account Holders must sign on this Account Holder Form. In the case of a body corporate, this Account Holder Form must be executed under its common seal or under the hand of an officer, attorney or other person duly authorised.
SIGNATURE(S) OF ACCOUNT HOLDER(S) OR DULY AUTHORISED AGENT(S) (COMPANY CHOP, IF APPLICABLE) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . DATED THIS . . . . . . . . . . . . . . . . . . . . . DAY OF . . . . . . . . . . . . . . . . . . 2023
This Account Holder Form includes the following Continuation Page for Part C and Part D
Continuation Pages	Part C	Part D
Number of Pages

1. Please ensure the name inserted corresponds to the name of the Account Holder (if Scheme Shares are held through CCASS Participant(s)) as registered with the CCASS Participants or (if Scheme Shares are held by you as a CCASS Investor Participant) as registered with CCASS.

Continuation Page Part C

If your Scheme Shares are held through multiple CCASS Participants, please fill in a separate Continuation Page C for each CCASS Participant through which your Scheme Shares are held.

If you are a CCASS Investor Participant yourself, please do not fill in this Part C in respect of Scheme Shares held in your own CCASS Investor Participant account. The number of Scheme Shares held in your own CCASS Investor Participant account shall be stated in section (8) (b) of Part A above. Only fill in this Part C in respect of those Scheme Shares as stated in section (8)(c) of Part A above.

If you are a CCASS Investor Participant yourself, please do not fill in this Part C in respect of Scheme Shares held in your own CCASS Investor Participant account. The number of Scheme Shares held in your own CCASS Investor Participant account shall be stated in section (8) (b) of Part A above. Only fill in this Part C in respect of those Scheme Shares as stated in section (8)(c) of Part A above.	If you are a CCASS Investor Participant yourself, please do not fill in this Part C in respect of Scheme Shares held in your own CCASS Investor Participant account. The number of Scheme Shares held in your own CCASS Investor Participant account shall be stated in section (8) (b) of Part A above. Only fill in this Part C in respect of those Scheme Shares as stated in section (8)(c) of Part A above.	If you are a CCASS Investor Participant yourself, please do not fill in this Part C in respect of Scheme Shares held in your own CCASS Investor Participant account. The number of Scheme Shares held in your own CCASS Investor Participant account shall be stated in section (8) (b) of Part A above. Only fill in this Part C in respect of those Scheme Shares as stated in section (8)(c) of Part A above.
Part C: Detail of CCASS Participants which the Scheme Shares are held through
(10) Name of CCASS Participant
(11) Participant I.D. of the CCASS Participant
(12) Contact detail of CCASS Participant	Name of Contact Person
	Title of Contact Person
	Telephone Number
	Email Address
(13) Number of Scheme Shares held through such CCASS Participant as at Confirmation Date
(14) Are you acting as a nominee/custodian in respect of such Scheme Shares held through this CCASS Participant?	Yes/No * (Please delete by striking-out as appropriate) If you are acting as a nominee/custodian in respect of such Scheme Shares, please set out details of the Cash Alternative and Share Alternative as follows and complete Part D of this Account Holder Form. Please note that each Beneficial Owner may only elect for one form of Cancellation Consideration for all the Scheme Shares held by such Beneficial Owner.
	Number of Scheme Shares electing for Cash Alternative for which you are acting as nominee/custodian
	Number of Scheme Shares electing for Share Alternative for which you are acting as nominee/custodian Please completePart Dof this Account Holder Form in connection with the underlying Beneficial Owner(s) of Scheme Shares who has elected for the Share Alternative on behalf of which you are holding Scheme Shares as nominee/custodian
Confirmation of CCASS Participant
By signing this Form and/or affixing our company chop bearing our company name: a) we confirm that the Account Holder holds such number of Scheme Shares as set out in item (13) above through securities account(s) maintained with us; b) we acknowledge receipt of the instruction of the Account Holder to elect for Share Alternative in respect of all the Scheme Shares of the Account Holder which are held through securities account(s) maintained with us (the “Election Instruction”); and c) we confirm that we have forwarded the Election Instruction to HKSCC Nominees Limited, or will do so before the deadline specified by CCASS.
SIGNATURE(S) OF DULY AUTHORISED AGENT(S) OR COMPANY CHOP OF CCASS PARTICIPANT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . DATED THIS . . . . . . . . . . . . . . . . . . . . . DAY OF . . . . . . . . . . . . . . . . . . 2023

Continuation Page Part D

Please fill in and complete a separate Part D of this form to provide the details of each Beneficial Owner of Scheme Shares for which you are holding the Scheme Shares as a nominee or custodian.

If the Scheme Shares of such Beneficial Owner are held through more than one CCASS Participant or CCASS Investor Participant, please complete a separate Part D of this form in respect of the holding of such Beneficial Owner in each CCASS Participant or CCASS Investor Participant account.

If the Scheme Shares of such Beneficial Owner are held through more than one CCASS Participant or CCASS Investor Participant, please complete a separate Part D of this form in respect of the holding of such Beneficial Owner in each CCASS Participant or CCASS Investor Participant account.	If the Scheme Shares of such Beneficial Owner are held through more than one CCASS Participant or CCASS Investor Participant, please complete a separate Part D of this form in respect of the holding of such Beneficial Owner in each CCASS Participant or CCASS Investor Participant account.	If the Scheme Shares of such Beneficial Owner are held through more than one CCASS Participant or CCASS Investor Participant, please complete a separate Part D of this form in respect of the holding of such Beneficial Owner in each CCASS Participant or CCASS Investor Participant account.
Part D: Scheme Shares held in CCASS on behalf of Beneficial Owner
(15) CCASS Participant through which the Scheme Shares of this Beneficial Owner are held	Name of CCASS Participant
	Participant I.D. of CCASS Participant
	Number of Scheme Shares held on behalf of this Beneficial Owner through the above CCASS Participant
	Number of Scheme Shares electing for Cash Alternative
	Number of Scheme Shares electing for Share Alternative
(16) Name(s)/Company Name(s) of Beneficial Owner (English) (in case of Beneficial Owners holding any interests as joint Beneficial Owners, please state the name of each joint Beneficial Owner)
(17) Name(s)/Company Name(s) of Beneficial Owner (Chinese) (in case of Beneficial Owners holding any interests as joint Beneficial Owners, please state the name of each joint Beneficial Owner)
(18) HKID No./Passport No./Registration No./ Hong Kong Business Registration No. of Beneficial Owner	HKID No./Passport No./Registration No./Hong Kong Business Registration No. of Beneficial Owner* (Please delete by striking-out as appropriate):
(19) Place of Incorporation or Establishment of Beneficial Owner (if applicable)
(20) Address of the Beneficial Owner
(21) Contact telephone number of Beneficial Owner (including country and area codes, if applicable)
(22) Email address of Beneficial Owner

PERSONAL DATA

Personal Information Collection Statement

This personal information collection statement informs you of the policies and practices of the Holdco, Offeror, the Company, First Shanghai Capital, the Independent Financial Adviser and the Share Registrar in relation to personal data and the Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong) (the “ Ordinance ”).

1. Reasons for the collection of the personal data

If all or some of the Scheme Shares of the Company which you are interested in are deposited in CCASS and registered under the name of HKSCC Nominees, to elect for the Share Alternative for any Scheme Share(s) which you (and/or any Beneficial Owner(s)) are interested in, you must provide the personal data requested. Any failure to supply the requested data may result in the processing of your election being rejected or delayed. It may also prevent or delay the distribution of the Holdco Shares to which you may be entitled to under the Share Alternative.

2. Purposes

The personal data which you provide in this Account Holder Form may be used, held and/or stored (by whatever means) for the following purposes:

• processing of your (or any Beneficial Owner’s) election and verification of compliance with the terms and procedures set out in this Account Holder Form and the Scheme Document;

• establishing your (or any Beneficial Owners’) entitlements under the Share Alternative;

• conducting signature verifications and any other verification of the information you provide;

• effecting the Cash Alternative or the Share Alternative or a combination of both;

• distributing notices and communications to you from the Offeror, the Company, the Share Registrar and/or appointed trustees or their respective agents, officers and advisers;

• compiling statistical information relating to the Shareholders;

• making disclosures as required by laws, rules or regulations (whether statutory or otherwise), including to the Stock Exchange, the SFC and applicable regulatory or governmental bodies, and otherwise to comply with any legal obligation to which any of the Holdco, Offeror, the Company, First Shanghai Capital, the Independent Financial Adviser, the Share Registrar and/or appointed trustees (as applicable) is subject;

• disclosing and otherwise using relevant information to facilitate claims or bring or defend legal proceedings, or establishing, exercising or defending of legal entitlements by the Holdco, Offeror, the Company, First Shanghai Capital, the Independent Financial Adviser, the Share Registrar and/or appointed trustees including for the purpose of obtaining related legal advice; and

• any other incidental or associated purposes relating to the above, and the Proposal, to enable the Offeror and/or the Company to discharge their obligations to the Shareholders and/or any applicable regulatory or governmental bodies and any other purposes to which the Shareholders may from time by time agree to or be informed of.

3. Transfer of personal data

The personal data provided in this Account Holder Form will be kept confidential but the Offeror, the Company and/or the Share Registrar may, to the extent necessary for achieving the purposes above or any of them, disclose and transfer (whether within or outside Hong Kong) such personal data to, from or with any and all of the following persons and entities:

• the Holdco, Offeror, the Company, First Shanghai Capital, the Independent Financial Adviser, the Share Registrar, appointed trustees and/or their agents, officers and advisers;

• any agents, contractors or third party service providers who offer administrative, payment, logistical, brokerage, securities or other services to the Holdco, Offeror, the Company, First Shanghai Capital, the Independent Financial Adviser, the Share Registrar and/or appointed trustees;

• the Stock Exchange, the SFC and any applicable regulatory or governmental bodies;

• HKSCC Nominees Limited, any CCASS Participant, any Beneficial Owner and/or their agents, officers and advisers;

• any other persons or institutions with which you have or propose to have dealings, such as bank managers, solicitors, accountants, licensed securities dealers or registered institutions in securities, or otherwise ask us to communicate with; and

• any other persons or institutions whom the Holdco, Offeror, the Company, First Shanghai Capital, the Independent Financial Adviser, the Share Registrar and/or appointed trustees considers to be necessary or desirable in connection with any of the above purposes.

4. Access and correction of personal data

The Ordinance provides you with rights to ascertain whether the Holdco, Offeror, the Company, First Shanghai Capital, the Independent Financial Adviser and/or the Share Registrar hold your personal data, to obtain a copy of that data and to correct any data that is incorrect. In accordance with the Ordinance, the Holdco, Offeror, the Company, First Shanghai Capital, the Independent Financial Adviser and/or the Share Registrar have the right to charge a reasonable fee for the processing of any data access requests.

All requests for access to data, correction of data or for information regarding policies and practices and the kinds of data held should be addressed to the Data Protection Officer of the Holdco, Offeror, the Company, First Shanghai Capital, the Independent Financial Adviser and/or the Share Registrar (as the case may be) at the respective addresses provided in the Scheme Document.

BY SIGNING THIS ACCOUNT HOLDER FORM, YOU AGREE TO ALL OF THE ABOVE