Trigiant Group Limited — Proxy Solicitation & Information Statement 2014

Mar 12, 2014

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 or registered institution in securities, 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, 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.

This circular is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of the Company.

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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)

PLACING OF UNLISTED WARRANTS UNDER SPECIFIC MANDATE AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the extraordinary general meeting of the Company to be held at 11 a.m. on 28 March 2014 at Tian & Di Room, 7th Floor, The Landmark Mandarin Oriental, 15 Queen’s Road Central, The Landmark, Central, Hong Kong is set out on pages EGM-1 and EGM-2 of this circular. A form of proxy for use by the shareholders at the extraordinary general meeting is enclosed herein.

Whether or not you are able to attend such meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the branch share registrar of the Company in Hong Kong, Tricor Investor Services Limited at 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the meetings or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meetings or any adjournment thereof should you so wish.

• For identification purposes only

13 March 2014

CONTENTS

		Page
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from	the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Notice of EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		EGM-1

– i –

DEFINITIONS

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

• ‘‘Board’’

• the board of Directors

• ‘‘business day’’

• a day (excluding Saturday, Sunday and any day on which a tropical cyclone warning signal no. 8 or above is hoisted or remains hoisted between 9:00 a.m. and 12:00 noon and is not lowered at or before 12:00 noon or on which a ‘‘black’’ rainstorm warning signal is hoisted or remains in effect between 9:00 a.m. and 12:00 noon and is not discontinued at or before 12:00 noon) on which licensed banks in Hong Kong are open for business

• ‘‘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

• ‘‘connected person(s)’’ having the meaning as ascribed thereto in the Listing Rules

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

• ‘‘EGM’’

• an extraordinary general meeting of the Company to be held for the purpose of considering and approving, among other matters (if any), the issue of the Warrants and the grant of the Special Mandate to issue the Warrant Shares

• ‘‘Group’’ the Company and its subsidiaries

• ‘‘Hong Kong’’

• Hong Kong Special Administrative Region of the PRC

• ‘‘Independent Third Party(ies)’’

• party(ies) independent of and not connected with the Company and its connected persons

• ‘‘Instrument’’

• the deed poll constituting the Warrants to be executed by the Company upon completion of the Placing

• ‘‘Issue Price’’

• HK$0.01 per unit of Warrant to be issued pursuant to the Placing

• ‘‘Latest Practicable Date’’

• 10 March 2014, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained herein

• ‘‘Listing Rules’’

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

– 1 –

DEFINITIONS

• ‘‘Placee(s)’’ any person or entity whom the Placing Agent and/or any of its agent(s) has procured to subscribe for any of the Warrants

• ‘‘Placing’’ the offer by way of a private placing of the Warrants in registered form to selected independent professional, institutional and other investors on the terms and subject to the conditions set out in the Placing Agreement and the Instrument

• ‘‘Placing Agent’’ Haitong International Securities Company Limited, a company incorporated with limited liability in Hong Kong and a licensed corporation to carry out types 1, 3 and 4 regulated activities under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

• ‘‘Placing Agreement’’ the placing agreement for the Placing dated 12 February 2014 entered into between the Company and the Placing Agent

• ‘‘PRC’’ the People’s Republic of China, for the purpose of this circular, excludes Hong Kong, the Macau Special Administrative Region and Taiwan

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

• ‘‘Shareholder(s)’’ holder(s) of the Shares

• ‘‘Specific Mandate’’ the specific mandate to be granted by the Shareholders to the Board at the EGM for the issuance and allotment of up to 200,000,000 Warrant Shares or such number of shares of the Company as adjusted in accordance with the terms and conditions of the Warrants and the Instrument

• ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited

• ‘‘Subscription Price’’ the initial subscription price of HK$3.15 per Warrant Share (subject to adjustments) at which holders of the Warrants may subscribe for the Warrant Shares

• ‘‘Subscription Rights’’ subscription rights that are attached to the Warrants

– 2 –

DEFINITIONS

‘‘Warrant(s)’’ unlisted warrants to be issued by the Company at the Issue Price entitling the holders thereof to subscribe in cash for up to an aggregate amount of HK$630,000,000 for the Warrant Shares at a Subscription Price of HK$3.15, subject to adjustments, at any time for the period commencing from the date of issue of the Warrants and ending on the third anniversary thereof (or if that is not a business day, the first business day immediately following such date (both days inclusive)

• ‘‘Warrant Share(s)’’

new Share(s) which may fall to be allotted and issued upon the exercise of the Subscription Rights

• ‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong

• ‘‘%’’ per cent.

– 3 –

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)

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

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

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

13 March 2014

To the Shareholders

Dear Sir or Madam,

PLACING OF UNLISTED WARRANTS UNDER SPECIFIC MANDATE

INTRODUCTION

Reference is made to the announcement of the Company dated 12 February 2014 in which the Company announced that after trading hours on 12 February 2014, the Company and the Placing Agent entered into the Placing Agreement, pursuant to which the Company has appointed the Placing Agent as its agent to procure for not less than six Placees to subscribe for the Warrants, on a best efforts basis, at an issue price of HK$0.01 per Warrant.

The EGM will be convened and held for the purpose of considering and, if thought fit, approving the issue of the Warrants and the grant of the Specific Mandate to issue the Warrant Shares.

• For identification purposes only

– 4 –

LETTER FROM THE BOARD

The purpose of this circular is to give you, among other matters, (i) details of the Placing; and (ii) the notice convening the EGM.

PLACING AGREEMENT

Date

12 February 2014

Parties

Issuer : the Company Placing Agent : Haitong International Securities Company Limited

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, the Placing Agent and its ultimate beneficial owner(s) are Independent Third Parties.

Principal terms of the Warrants Number

Number of Warrants : Warrants, to be issued by the Company at the Issue Price, conferring the rights to the holders thereof to subscribe up to HK$630,000,000 in aggregate for the Warrant Shares.

Based on the initial Subscription Price of HK$3.15 per Warrant Share and assuming that there will not be any change in the issued share capital of the Company before the exercise of the Subscription Rights in full (other than the issue of the Warrant Shares), upon the exercise of the Subscription Rights in full, 200,000,000 Warrant Shares will be issued, representing approximately 17.94% of the existing issued capital of the Company and approximately 15.21% of the issued capital as enlarged by the allotment and issue of the Warrant Shares. On such basis, the maximum nominal value of the Warrant Shares under the Placing will be HK$2,000,000.

• Status : The Warrants will be constituted by way of deed poll to be executed by the Company (i.e. the Instrument). The Warrants will rank pari passu in all respects among themselves.

• Form : The Warrants will be issued upon completion in registered form. Definitive certificates will be issued to the holders of the Warrants.

• Issue Price : HK$0.01 per Warrant payable in cash.

– 5 –

LETTER FROM THE BOARD

• Subscription Price : Each Warrant will carry the right to subscribe for one Share at an initial Subscription Price of HK$3.15 per Warrant Share, subject to adjustments upon occurrence of the following events:

• (i) an alteration of the nominal amount of the Shares by reason of any consolidation or sub-division, which in such case, the Subscription Price shall be adjusted by multiplying it by the revised nominal amount and dividing the result by the former nominal amount;

• (ii) an issue (other than in lieu of a cash dividend) by the Company of Shares credited as fully paid by way of capitalisation of profits or reserves (including any share premium account or capital redemption reserve fund);

• (iii) a capital distribution being made by the Company, whether on a reduction of capital or otherwise, to the Shareholders in their capacity as such or the grant to the shareholders the right to acquire for cash assets of the Group;

• (iv) an offer or grant being made by the Company to the Shareholders by way of rights or of options or warrants to subscribe for new Shares at a price which is less than 80% of the market price of the Shares;

• (v) an issue wholly for cash being made by the Company or any other company of securities convertible into or exchangeable for or carrying rights of subscription for new Shares, if in any case the total effective consideration per Share is less than 80% of the market price of the Shares, or the terms of any such issue being altered so that the said total effective consideration is less than 80% of the market price of the Shares;

• (vi) an issue being made by the Company wholly for cash of Shares (other than pursuant to any employee share option scheme) at a price less than 80% of the market price of the Shares; and

• (vii) a cancellation of any Shares repurchased by the Company in circumstances where the Directors consider that it may be appropriate to make an adjustment to the subscription price.

Save for the adjustments as set out above, the Subscription Price will not be subject to any other adjustments.

– 6 –

LETTER FROM THE BOARD

• Subscription period : The Subscription Rights may be exercised at any time from the date of issue of the Warrants until 4:00 p.m. (Hong Kong time) on the third anniversary of the issue date (or, if that is not a business day, the first business day immediately following such date) (both dates inclusive), subject to earlier termination as provided in the Instrument.

• Rights of the : The Warrant Shares that fall to be issued upon the exercise of the Warrant Shares Subscription Rights will rank pari passu in all respects with the Shares in issue on the relevant date of registration of the name of the relevant holder(s) of the Warrants on the register of members of the Company as holder of such Warrant Shares.

• Transferability : The Warrants are transferable, in whole amounts or multiples of units of Subscription Rights of HK$315,000 or, subject to the agreement by the Company in such other denomination, and any transfer of the Warrants to any connected person shall be subject to the requirements that the Stock Exchange may impose from time to time.

• Rights of Warrants : The holders of the Warrants will not have any right to attend or vote at any meeting of the Company by virtue of them being the holders of the Warrants. The holders of the Warrants shall not have the right to participate in any distributions and/or offers of further securities made by the Company.

The Placees

Under the Placing Agreement, the Warrants will be placed, on a best effort basis, to not less than six Placees who shall be professional, institutional or other investors and that each of the Placees to be procured by the Placing Agent and its ultimate beneficial owner(s) will be an Independent Third Party.

Basis of pricing of the Warrants

The initial Subscription Price of HK$3.15 per Warrant Share represents:

• (i) a premium of about 27.02% over the closing price of HK$2.48 per Share as quoted on the Stock Exchange on 12 February 2014, being the date of the Placing Agreement;

• (ii) a premium of about 33.25% over the average closing price of HK$2.364 per Share as quoted on the Stock Exchange for the last five trading days up to and including the date of the Placing Agreement; and

• (iii) a premium of approximately 28.05% over the closing price of HK$2.46 per Share as quoted on the Stock Exchange at the Latest Practicable Date.

– 7 –

LETTER FROM THE BOARD

The aggregate of the Issue Price of HK$0.01 per Warrant and the initial Subscription Price of HK$3.15 per Warrant is HK$3.16. This represents:

• (i) a premium of about 27.42% over the closing price of HK$2.48 per Share as quoted on the Stock Exchange on the date of the Placing Agreement; and

• (ii) a premium of about 33.67% over the average closing price of HK$2.364 per Share as quoted on the Stock Exchange for the last five trading days up to and including the date of the Placing Agreement; and

• (iii) a premium of approximately 28.46% over the closing price of HK$2.46 per Share as quoted on the Stock Exchange at the Latest Practicable Date.

When determining the Issue Price and the Subscription Price, the Company and the Placing Agent first focused on the aggregate sum of the Issue Price of HK$0.01 and the initial Subscription Price of HK$3.15 (‘‘Aggregate Price’’), being HK$3.16, which was determined with reference to the prevailing market price of the Shares and were negotiated on an arm’s length basis between the Company and the Placing Agent and was fixed at a premium to the prevailing market price of the Shares. In determining the Issue Price and the Subscription Price, the Directors have considered the following:

• (a) the Aggregate Price represented a premium of about 143.08% over the net asset value per Share of RMB1.02 per Share (equivalent to approximately HK$1.30 per Share, based on an exchange rate of RMB1 to HK$1.27), calculated based on the then latest published unaudited consolidated financial statements of the Company for the six months ended 30 June 2013 and the number of issued Shares as at 31 December 2013;

• (b) the initial Subscription Price of HK$3.15 represented (i) a premium of about 27.02% over the closing price of HK$2.48 per Share as quoted on the Stock Exchange on 12 February 2014, being the date of the Placing Agreement; and (ii) a premium of about 33.25% over the average closing price of HK$2.364 per Share as quoted on the Stock Exchange for the last five trading days up to and including 12 February 2014, being the date of the Placing Agreement; and

• (c) the Warrants would not be listed on the Stock Exchange or any other stock exchanges.

The Issue Price was the difference between the Aggregate Price and the initial Subscription Price only. The Directors considered that the Aggregate Price should be considered as a whole as that represented the cost that a holder of a Warrant in subscribing for one Warrant Share. Financial and/or valuation models were not adopted in determining the initial Subscription Price and the Issue Price because utilising financial and/or valuation models involve a lot of assumptions and limitations. In addition, highly subjective estimates and assumptions are required to be made in determining the parameters for applying the financial and/or valuation models, including the estimates and assumptions of the risk-free interest rate and the expected stock price volatility of the underlying shares. Changes in these

– 8 –

LETTER FROM THE BOARD

estimates and assumptions could have a material effect on the theoretical value of the Warrants. In particular, stock price volatility has a significant influence on the theoretical value of the Warrants.

Taking into account of the above, the Directors consider that each of the Subscription Price and the Issue Price is fair and reasonable based on the current market conditions and in the interests of the Company and the Shareholders as a whole.

Placing period

The placing period for the Placing commenced from the date of the Placing Agreement and will end on the date when the Placing Agent is notified of the fulfilment of the conditions of the Placing by the Company.

Conditions of the Placing

Completion of the Placing is conditional upon:

• (1) the Stock Exchange approving the issue of the Warrants and granting or agreeing to grant the listing of, and permission to deal in, all the Shares falling to be issued on the exercise of the Subscription Rights (whether or not subject to any conditions) either unconditionally or subject to conditions to which the Placing Agent (acting reasonably) accepts; and

• (2) the passing of resolution(s) by the Shareholders to approve the issue of the Warrants and the grant of the Specific Mandate at the EGM.

If the above conditions are not fulfilled by 5:00 p.m. on 30 April 2014 (‘‘Long Stop Date’’) (Hong Kong time), the Placing Agreement will terminate and the Placing will not proceed and neither the Company and the Placing Agent shall have any claim against the other in respect of any matter or thing arising out of or in connection with the Placing Agreement save for any antecedent breach of any obligation under this Agreement and in connection with any and all rights and obligations accrued prior to such termination.

In the event that the Long Stop Date is to be extended by the parties to the Placing Agreement, the Placing would have to be treated as a new placing and a separate general meeting of the Company will have to be convened to approve the issue of the Warrants and the grant of the Specific Mandate.

As at the Latest Practicable Date, none of the above conditions had been fulfilled.

Completion

The Warrants will be created and issued to the Placees on the fifth business day after the day on which the Placing Agent is notified by the Company about the fulfillment of the above conditions.

– 9 –

LETTER FROM THE BOARD

Placing fee

The Placing Agent will receive a placing fee in the sum of HK$300,000, which is arrived at after arm’s length negotiations between the parties to the Placing Agreement. The Directors are of the view that the placing fee is fair and reasonable based on the current market conditions and in the interests of the Company and the Shareholders as a whole.

MANDATE TO ALLOT AND ISSUE THE SHARES

The Warrant Shares will be issued under the Specific Mandate to be sought at the EGM.

APPLICATION FOR LISTING

No listing of the Warrants will be sought on the Stock Exchange or any other stock exchanges. Application will be made to the Stock Exchange for the listing or, and permission to deal in, the Warrant Shares to be allotted and issued upon the exercise of the Subscription Rights.

REASONS FOR THE PLACING AND USE OF PROCEEDS

The Group is mainly engaged in the manufacture and sales of radio frequency coaxial cable series and related products for mobile telecommunications and telecommunications equipment.

The issue of the Warrants offers the Company an opportunity to issue new Shares at a premium to the prevailing market price of the Shares to raise further fund when the Subscription Rights are exercised. The Directors consider that the Placing is an appropriate means of raising further capital for the Company because: (a) it would not have any immediate dilution effect on the shareholding of the existing Shareholders until the Subscription Rights are exercised; (b) the transaction cost for placing of Warrants would be minimal which can be fully covered by the gross proceeds from the issue of Warrants; (c) the placing of Warrants would provide an opportunity to the Group to issue new shares at a premium to the prevailing market price of the Shares; and (d) the Warrants are not interest-bearing and the Group would not have to pay interest expense for the Warrants when compared with debt financing. In addition, apart from the net proceeds that will be raised immediately upon completion of the Placing, the Company will be provided with additional funds upon the exercise of the Subscription Rights. As such, the Board considers that the issue of Warrants is fair and reasonable and in the interest of the Company and the Shareholders as a whole.

Assuming that the maximum exercise money of HK$630,000,000 of the Warrants are placed with the Placee(s), the gross proceeds and the net proceeds derived from the issue of the Warrants, which are estimated to be HK$2.0 million and approximately HK$1.5 million, are intended to be used by the Company as general working capital of the Group.

The Company will receive an additional amount of HK$630,000,000 upon exercise in full of the Subscription Rights at the initial Subscription Price (assuming that the maximum aggregate amount of the Warrants have been issued by the Company). The Company intends to use such proceeds as to approximately HK$500 million for repayment of debts and as to

– 10 –

LETTER FROM THE BOARD

approximately HK$130 million as general working capital, which is mainly for procurement and purchase of raw materials for the manufacturing of radio frequency coaxial cable series and related products for mobile telecommunications and telecommunications equipment, the manufacture and sale of which are the principal business of the Group.

It is the long term goal of the Company to support its operation by internally generated cash flow and reduce the Group’s reliance on bank borrowings of the Group. The exercise of the Subscription Rights and the funds raised therefrom will be in the form of equity and can enable the Group to achieve such goal and to issue new Shares at a premium to the prevailing market price. However, as the exercise of the Subscription Rights is at the discretion of the holders of the Warrants, in case where none of the Subscription Rights is exercised, the Group will continue to finance the operation of the Group through a combination of internally generated cash flows and bank borrowings.

The net price of each Warrant Share to be issued upon the exercise of the Warrants, taking into account of the Issue Price after deducting the expenses and based on the full exercise of the Warrants, will be approximately HK$3.1575. The Directors consider that the terms of the Placing Agreement are fair and reasonable based on the current market conditions and in the interests of the Company and its Shareholders as a whole.

EFFECT OF SHAREHOLDING STRUCTURE

The existing shareholding structure of the Company and the shareholding structure of the Company immediately after the exercise in full of the Subscription Rights (assuming 200,000,000 Warrants Shares have been allotted and issued at the initial Subscription Price and other than the issue of the Warrant Shares, the issued share capital of the Company has not been changed) are as follows:

Trigiant Investments Limited (Note 1) Abraholme International Limited (Note 1) Qian Lirong (Note 1) Jiang Wei (Note 2) Placees Other public Shareholders Total	As at the Latest Practicable Date No. of Shares Approximate % 611,140,000 54.81 250,000 0.02 6,582,000 0.59 60,000 0.01 — — 496,968,000 44.57 1,115,000,000 100.00	Immediately after completion of the Placing and assuming the exercise in full of the Subscription Rights No. of Shares Approximate % 611,140,000 46.47 250,000 0.02 6,582,000 0.50 60,000 0.01 200,000,000 15.21 496,968,000 37.79 1,315,000,000 100.00	Immediately after completion of the Placing and assuming the exercise in full of the Subscription Rights No. of Shares Approximate % 611,140,000 46.47 250,000 0.02 6,582,000 0.50 60,000 0.01 200,000,000 15.21 496,968,000 37.79 1,315,000,000 100.00
			100.00

– 11 –

LETTER FROM THE BOARD

Notes:

1. Trigiant Investments Limited is owned as to 76.88% by Abraholme International Limited, which is wholly owned by Mr. Qian Lirong. Mr. Qian Lirong is an executive Director and the chairman of the Board.

2. Mr. Jiang Wei is an executive Director and the chief executive officer of the Company.

Save for the Warrants that may be created and issued upon completion of the Placing, as at the Latest Practicable Date, the Company had no outstanding options, warrants or other convertible securities to subscribe for Shares. The maximum number of Warrant Shares that may fall to be allotted and issued represented approximately 17.94% of the issued share capital of the Company as at the Latest Practicable Date.

FUND RAISING ACTIVITIES OF THE COMPANY IN THE 12 MONTHS IMMEDIATELY PRECEDING THE LATEST PRACTICABLE DATE

Apart from the fund raising activity mentioned below, the Company has not carried out other fund raising activities during the 12 months immediately before the Latest Practicable Date:

Date of	Fund raising		Proposed use	Actual use of the
announcement	activity	Net proceeds raised	of the net proceeds	net proceeds
8 October 2013	Top-up placing of	Approximately	As general working	Used as intended, as
	115,000,000	HK$352.4 million	capital of the	to approximately
	Shares at HK$3.15		Group and	HK$148.9 million
	per Share		repayment of debt.	used for general
				working capital
				and approximately
				HK$203.5 million
				used for
				repayment of
				debts.

EGM

The EGM will be held at Tian & Di Room, 7th Floor, The Landmark Mandarin Oriental, 15 Queen’s Road Central, The Landmark, Central, Hong Kong at 11 a.m. on Friday, 28 March 2014 for the purposes of considering of, if thought fit, among other things, approving the issue of the Warrants and the grant of the Specific Mandate to issue the Warrant Shares. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, none of the Shareholders has a material interest in the transactions contemplated under the Placing Agreement and therefore, none of the Shareholders is required to be abstained from voting at the EGM in respect of the resolution(s) relating to the issue of the Warrants and the grant of the Specific Mandate to issue the Warrant Shares.

Whether or not you are able to attend the EGM, you are requested to complete the enclosed 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 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as practicable but in any event not less than 48 hours before the time appointed for

– 12 –

LETTER FROM THE BOARD

holding the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.

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 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 (including the independent non-executive Directors) are of the opinion that the issue of the Warrants and the allotment and issue of the Warrant Shares are fair and reasonable and are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors (including the independent non-executive Directors) recommend that all Shareholders should vote in favour of the resolution proposed at the EGM to approve the issue of the Warrants and the allotment and issue of the Warrant Shares under the Specific Mandate.

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

– 13 –

NOTICE OF EGM

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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 OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (‘‘Meeting’’) of Trigiant Group Limited (‘‘Company’’) will be held at 11 a.m. on Friday, 28 March 2014 at Tian & Di Room, 7th Floor, The Landmark Mandarin Oriental, 15 Queen’s Road Central, The Landmark, Central, Hong Kong, for the purpose of considering and, if thought fit, passing the following resolution which will be proposed as an ordinary resolution of the Company:

ORDINARY RESOLUTION

‘‘THAT subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in, the Warrant Shares (as defined below):

• (a) the directors of the Company be and are hereby authorised to create and issue warrants (‘‘Warrants’’) to the placees procured by the Placing Agent (as defined in the circular of the Company dated 13 March 2014 (‘‘Circular’’), a copy of which has been produced to this meeting marked ‘‘A’’ and initialled by the chairman of this meeting for the purpose of identification) entitling the holders of the Warrants to subscribe in cash up to an aggregate of HK$630,000,000 for new shares of the Company (‘‘Warrant Shares’’) at the initial exercise price of HK$3.15 per Warrant Share (subject to adjustments) and exercisable at any time between the date of the issue of the Warrant(s) and the date which is the third anniversary of the date on which the Warrants are issued (or if that third anniversary is not a business day, the first business day immediately following such date) on the terms and conditions set out in the warrant instrument (the execution copy of which has been produced to this meeting marked ‘‘B’’ and initialled by the chairman of this meeting for the purpose of identification) and the warrant instrument be and is hereby approved; and

• For identification purposes only

– EGM-1 –

NOTICE OF EGM

• (b) the directors of the Company be and are hereby authorised to sign, execute, perfect, deliver and do all such documents, deeds, acts, matters and things, as the case may be in their discretion consider desirable or expedient to give effect to the Placing Agreement (as defined in the Circular) and all the transactions contemplated thereunder as well as in relation to the issue and allotment of the Warrant Shares and to agree to such variation, amendment or waiver as are, in the opinion of the directors of the Company, in the interest of the Company.’’

On behalf of the Board Trigiant Group Limited Qian Lirong Chairman

Hong Kong, 13 March 2014

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 the Meeting. A proxy need not be a member of the Company.

2. A form of proxy for use at the Meeting is enclosed. 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 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time for holding the Meeting or adjourned meeting.

3. The above resolution put to vote at the meeting will be decided by way of poll as required by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

As at the date of this notice, the Board comprises two executive Directors, namely Mr. Qian Lirong (Chairman) and Mr. Jiang Wei (Group Chief Executive Officer); and four independent non-executive Directors, namely Professor Jin Xiaofeng, Mr. Poon Yick Pang Philip, Mr. Ng Wai Hung and Ms. Jia Lina.

– EGM-2 –