Trigiant Group Limited — Proxy Solicitation & Information Statement 2015

Aug 31, 2015

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 stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Trigiant Group Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchasers or transferees or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchasers or transferees.

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)

REFRESHMENT OF GENERAL MANDATE TO ISSUE SHARES AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders

A letter from the Independent Board Committee is set out on page 9 of this circular and a letter from the Independent Financial Adviser containing its advice to the Independent Board Committee and the Independent Shareholders is set out on pages 10 to 19 of this circular.

A notice convening the EGM to be held at 10:00 a.m. on Tuesday, 22 September 2015 at Falcon Room I, Gloucester Luk Kwok Hong Kong, 72 Gloucester Road, Wanchai, Hong Kong is set out on pages EGM-1 to EGM-3 of this circular.

Whether or not you intend to attend the EGM, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to 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 as soon as possible and in any event not less than 48 hours before the time of the 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 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 purpose only

1 September 2015

CONTENTS

		Page
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from	the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Letter from	the Independent Board Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Letter from	the Independent Financial Adviser . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Notice of EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		EGM-1

– i –

DEFINITIONS

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

• ‘‘AGM’’ the annual general meeting of the Company held on 18 May 2015

• ‘‘Articles’’ the articles of association of the Company as amended from time to time

• ‘‘associate’’ has the meaning as ascribed to it in the Listing Rules ‘‘Board’’ the board of Directors ‘‘Company’’ Trigiant Group Limited, a company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the Main Board of the Stock Exchange

• ‘‘Current Issue Mandate’’ the general mandate approved and granted to the Directors at the AGM to allot, issue and 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 the AGM

• ‘‘Director(s)’’ the director(s) of the Company ‘‘EGM’’ the extraordinary general meeting of the Company to be held at 10:00 a.m. on Tuesday, 22 September 2015 for the purpose of considering, and if thought fit, approving the proposed grant of the Refreshed General Mandate, the notice of which is set out on pages EGM-1 to EGM-3 of this circular

• ‘‘Group’’ the Company and its subsidiaries ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the PRC ‘‘Independent Board the independent board committee of the Board comprising Committee’’ all independent non-executive Directors, established for the purpose of advising the Independent Shareholders in relation to the Refreshed General Mandate

• ‘‘Independent Financial Adviser’’

Messis Capital Limited, a licensed corporation under the SFO licensed to conduct type 1 (dealing in securities) and type 6 (advising on corporate finance) regulated activities under the SFO, being the independent financial adviser appointed to advise the Independent Board Committee and the Independent Shareholders in respect of the Refreshed General Mandate

– 1 –

DEFINITIONS

• ‘‘Independent Shareholders’’

• ‘‘Latest Practicable Date’’

• Shareholders other than any controlling Shareholders and their associates or, where there are no controlling Shareholders, any Directors (excluding independent nonexecutive Directors) and the chief executive of the Company who shall hold Shares as at the date of the EGM and their respective associates 28 August 2015, 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, which for the purposes of this circular, excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan

• ‘‘Refreshed General Mandate’’

• a general and unconditional mandate proposed to be granted to the Directors at the EGM to exercise the power 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

• ‘‘RMB’’ Renminbi, the lawful currency of the PRC

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

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

• ‘‘Shareholder(s)’’ the shareholder(s) of the Company

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

• ‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong ‘‘%’’ per cent.

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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 Ms. Jia Lina Mr. Poon Yick Pang Philip Mr. Ng Wai Hung

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

1 September 2015

To the Shareholders

Dear Sir/Madam,

REFRESHMENT OF GENERAL MANDATE TO ISSUE SHARES

INTRODUCTION

The purpose of this circular is to provide you with (i) information in respect of the resolution to be proposed at the EGM regarding the proposed grant of the Refreshed General Mandate; (ii) the recommendation of the Independent Board Committee to the Independent Shareholders; (iii) a letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in respect of the Refreshed General Mandate; and (iv) notice of the EGM.

• For identification purpose only

– 3 –

LETTER FROM THE BOARD

PROPOSED REFRESHMENT OF GENERAL MANDATE TO ISSUE SHARES

Pursuant to an ordinary resolution passed by the Shareholders at the AGM, the Directors were granted the Current Issue Mandate to allot and issue up to 261,070,400 Shares, representing 20% of the issued share capital of the Company as at the date of the AGM. There had not been any refreshment of the Current Issue Mandate since the AGM up to the Latest Practicable Date.

Fund raising activities under the Current Issue Mandate

Save for the fund raising activity mentioned below, the Company has not carried out other fund raising activities under the Current Issue Mandate since the AGM up to the Latest Practicable Date.

				Actual use of
				proceeds as at
Date of		Net proceeds	Intended use of	the Latest
announcement	Event	(approximately)	proceeds	Practicable Date
7 June 2015	Issue of	HK$562.0 million	For (i) general	As to an aggregate
	261,000,000		working capital of	HK$173.6 million has
	new Shares		the Group; and (ii)	been used as capital
	at HK$2.27		repayment of debt	injection to the
	per Share			Company’s two
				subsidiaries in the
				PRC as their
				respective general
				working capital;

As to HK$50.4 million has been used to repay a sum owing to a director and minority shareholder of a non-whollyowned subsidiary of the Company;

As regards the remaining HK$50.0 million will be used as working capital of the Group and the balance of HK$288 million is intended to be used to repay bank borrowings.

Extent of Current Issue Mandate utilised

Subsequent to the completion of the issue of new Shares as set out above, there only remains 70,400 Shares issuable under the Current Issue Mandate as at the Latest Practicable Date. Such number only represented approximately 0.0045% of the issued Shares as at the Latest Practicable Date.

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LETTER FROM THE BOARD

Reasons for and benefits of the proposed grant of the Refreshed General Mandate

The Group is principally engaged in the manufacture and sales of radio frequency coaxial cable series, flame-retardant flexible cable series, optical fibre cable series and related products for mobile telecommunications and telecommunication equipment.

The Board would like to provide flexibility for the Company to raise funds for its future business development and/or opportunities to be identified by the Company through equity financing. Given that equity financing (i) does not incur any interest expenses on the Group as compared with bank financing; (ii) is less costly and time-consuming than raising funds by way of rights issue or open offer; and (iii) provides the Company with the capability to capture any capital raising and/or prospective investment opportunity as and when it arises, the Board proposes the Refreshed General Mandate shall be granted to the Directors. As at the Latest Practicable Date, the Company has not identified any such business development and/or opportunities. Nonetheless, the Board believes that the availability of the Refreshed General Mandate will reduce uncertainties that a specific mandate to be granted to the Directors may not be obtained from the Shareholders in a timely manner in the event that any such business development and/or opportunities through equity financing has been identified by the Company.

Among different fund raising methods, the Directors have evaluated the possibilities of carrying out fund raising through rights issue and open offer. In comparison, the rights issue and open offer are pre-emptive in nature, allowing Shareholders to maintain their respective pro-rata shareholding through their participation in the rights issue/open offer. However, the process of a rights issue/open offer is lengthy and time-consuming and the cost of doing so is much higher than that of placing new Shares under the Refreshed General Mandate. In addition, although the rights issue/open offer can be relatively larger in scale as compared to placing new Shares under the Refreshed General Mandate, there is potential risk that the underwriting of the rights issue/open offer may not become unconditional and may be terminated by the underwriter, which creates uncertainty to the fund raising of the Company.

The Board has considered debt financing but is of the view that it is not preferable at this stage taking into account the Group had aggregate bank borrowings of over RMB1.6 billion and the Group’s finance cost has increased for the first half of 2015 as compared to that for the corresponding period in 2014. In addition, additional borrowings will worsen the gearing position of the Group.

As explained above, the Refreshed General Mandate allows the Company to act quickly in response to the volatile stock market and to satisfy any consideration for acquisition (where the parties agree to satisfy the consideration with issue of consideration shares).

On the above basis, the Directors consider that the proposed Refreshed General Mandate is more preferred.

As at 30 June 2015, the cash and cash equivalents and bank borrowings of the Group were approximately RMB978.5 million and RMB1,643.2 million, respectively.

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LETTER FROM THE BOARD

As at the Latest Practicable Date, the Company was not in need for fund raising and did not have any fund raising plan. The fund raised from the exercise of the Current Issue Mandate has been used or earmarked for its intended use as set out in the paragraph headed ‘‘Fund raising activities under the Current Issue Mandate’’ above. While the Directors also had no immediate plan to utilise the Refreshed General Mandate, if granted, to allot and issue Shares, the availability of the Refreshed General Mandate will reduce the uncertainties for the Group’s future business development and/or opportunities in relation to the PRC telecommunications equipment market which may not be met in a timely manner when such needs arise.

Based on the total number of 1,566,000,000 issued Shares as at the Latest Practicable Date and assuming that there is no change in the issued share capital of the Company prior to the date of the EGM, the Refreshed General Mandate, if granted, will allow the Directors to allot and issue up to 313,200,000 new Shares.

The Refreshed General Mandate, if granted, will expire at the earliest of: (a) the conclusion of the next annual general meeting of the Company; (b) the end of the period within which the Company is required by the Articles or any applicable laws to hold its next annual general meeting; and (c) when revoked or varied by an ordinary resolution of the Shareholders in a general meeting prior to the next annual general meeting of the Company.

Effects on shareholding structure of the Company

The table below, which is presented for illustration purpose only, illustrates the shareholding structure of the Company (i) as at the Latest Practicable Date; and (ii) immediately upon the allotment and issue of Shares by the Company pursuant to the Refreshed General Mandate (assuming the Refreshed General Mandate is utilised in full and no further Shares are issued or repurchased by the Company):

Shareholders Mr. Qian Lirong and his associates (Note 1) Mr. Jiang Wei (Note 2) Easy Beauty Limited Eternal Asia (HK) Limited Public Shareholders Shares to be issued under the Refreshed General Mandate Total:	(i) As at the Latest Practicable Date No. of Shares Approximate % 523,021,750 33.40 60,000 0.00 200,000,000 12.77 261,000,000 16.67 581,918,250 37.16 — — 1,566,000,000 100.00	(ii) Immediately upon the allotment and issue of Shares by the Company pursuant to the Refreshed General Mandate (assuming the Refreshed General Mandate is utilised in full and no further Shares are issued or repurchased by the Company) No. of Shares Approximate % 523,021,750 27.83 60,000 0.00 200,000,000 10.64 261,000,000 13.89 581,918,250 30.97 313,200,000 16.67 1,879,200,000 100.00	(ii) Immediately upon the allotment and issue of Shares by the Company pursuant to the Refreshed General Mandate (assuming the Refreshed General Mandate is utilised in full and no further Shares are issued or repurchased by the Company) No. of Shares Approximate % 523,021,750 27.83 60,000 0.00 200,000,000 10.64 261,000,000 13.89 581,918,250 30.97 313,200,000 16.67 1,879,200,000 100.00
			100.00

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LETTER FROM THE BOARD

Notes:

1. Of these Shares, 6,582,000 Shares are held by Mr. Qian Lirong, an executive Director and the chairman of the Board, 250,000 Shares are held by Abraholme International Limited and 516,189,750 Shares are held by Trigiant Investments Limited. Mr. Qian Lirong owns 100% of Abraholme International Limited, which in turn owns 91.79% of Trigiant Investments Limited. By virtue of the provisions of Part XV of the SFO, Mr. Qian Lirong is deemed to be interested in all the Shares held by Abraholme International Limited and Trigiant Investments Limited.

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

EGM

The EGM will be convened to consider and, if thought fit, approve, among other things, the proposed grant of the Refreshed General Mandate. The notice of the EGM is set out on pages EGM-1 to EGM-3 of this circular.

As the grant of the Refreshed General Mandate is proposed to the Shareholders before the Company’s next annual general meeting, pursuant to the Listing Rules, this proposal is subject to the Independent Shareholders’ approval by way of poll at the EGM. According to Rule 13.36(4) of the Listing Rules, any controlling Shareholders and their associates or, where there are no controlling Shareholders, Directors (excluding independent non-executive Directors) and the chief executive of the Company and their respective associates shall abstain from voting in favour of the resolution to approve the grant of the Refreshed General Mandate.

As at the Latest Practicable Date, to the best knowledge, belief and information 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 an aggregate of 523,081,750 Shares, representing approximately 33.40% of the existing issued Shares, and are collectively considered as the controlling shareholder of the Company. As such, each of the Concert Group Shareholders, together with their respective associates who as at the date of EGM shall hold any Shares, are required to abstain from voting in favour of the resolution at the EGM.

• Note: Trigiant Investments Limited is owned as to 91.79% by Abraholme International Limited, which in turn is wholly owned by Mr. Qian Lirong. Mr. Qian Lirong is an executive Director and chairman of the Board, and Mr. Jiang Wei is an executive Director and the Group chief executive officer.

The Independent Board Committee, comprising Professor Jin Xiaofeng, Ms. Jia Lina, Mr. Poon Yick Pang Phillip and Mr. Ng Wai Hung, all being independent non-executive Directors, has been established to advise the Independent Shareholders on the proposed grant of the Refreshed General Mandate. Messis Capital Limited has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the proposed grant of the Refreshed General Mandate.

You will find enclosed a form of proxy for use at the EGM. Whether or not you are able to attend the EGM, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time of the EGM to the office of the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell

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LETTER FROM THE BOARD

Centre, 183 Queen’s Road East, Hong Kong. Completion and return of the form of proxy will not preclude you from attending and voting at the EGM in person should you so wish, and in such case, the form of proxy previously submitted shall be deemed to be revoked.

Save as disclosed in this circular, at the Latest Practicable Date, there were no other controlling Shareholders and their respective associates controlled or are entitled to exercise control over the voting rights in respect of the Shares and are required to abstain from voting in favour of the resolution for approving the grant of the Refreshed General Mandate at the EGM. The resolution set out in the notice of the EGM will be voted on by way of poll.

RECOMMENDATION

Your attention is drawn to the letter of recommendation from the Independent Board Committee set out on page 9 of this circular and the letter of advice from the Independent Financial Adviser set out on pages 10 to 19 of this circular, which contains, among other matters, its advice to the Independent Board Committee and the Independent Shareholders in relation to the proposed grant of the Refreshed General Mandate and the principal factors considered by it in arriving at its recommendation.

The Independent Board Committee, having taken into account the advice of the Independent Financial Adviser, is of the opinion that the grant of the Refreshed General Mandate is fair and reasonable so far as the Independent Shareholders are concerned and is in the best interests of the Company and its Shareholders and accordingly recommends the Independent Shareholders to vote in favour of the resolution relating to the grant of the Refreshed General Mandate to be proposed at the EGM.

Accordingly, the Directors (including the non-executive Director and the independent nonexecutive Directors) consider that the grant of the Refreshed General Mandate is fair and reasonable and is in the best interests of the Company and the Shareholders as a whole. Therefore, the Directors (including the non-executive Director and the independent nonexecutive Directors) recommend the Independent Shareholders to vote in favour of the relevant resolution to be proposed at the EGM.

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 Group. 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 document misleading.

On behalf of the Board Trigiant Group Limited Qian Lirong Chairman

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LETTER FROM THE INDEPENDENT BOARD COMMITTEE

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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)

1 September 2015

To the Independent Shareholders

Dear Sir/Madam

REFRESHMENT OF GENERAL MANDATE TO ISSUE SHARES

We have been appointed as the Independent Board Committee to advise the Independent Shareholders in connection with the proposed grant of the Refreshed General Mandate, details of which are set out in the circular of the Company to the Shareholders dated 1 September 2015 (‘‘Circular’’), of which this letter forms part. Terms defined in the Circular shall have the same meanings when used herein unless the context otherwise requires.

Having considered the advice of Independent Financial Adviser in relation thereto as set out in the Circular, we are of the view that the proposed grant of the Refreshed General Mandate is fair and reasonable so far as the Independent Shareholders are concerned and that the proposed grant of the Refreshed General Mandate is in the interests of the Company and the Shareholders as a whole.

Accordingly, we recommend the Independent Shareholders to vote in favour of the resolution to be proposed at the EGM to approve the grant of the Refreshed General Mandate.

Yours faithfully

Independent Board Committee

Professor Mr. Poon Yick Jin Xiaofeng Ms. Jia Lina Pang Philip Mr. Ng Wai Hung Independent Independent Independent Independent Non-executive Non-executive Non-executive Non-executive Director Director Director Director

• For identification purpose only

– 9 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The following is the full text of the letter of advice from the Independent Financial Adviser setting out its advice to the Independent Board Committee and the Independent Shareholders in relation to the proposed grant of the Refreshed General Mandate for inclusion in this circular.

1 September 2015

• To: The Independent Board Committee and the Independent Shareholders of Trigiant Group Limited

Dear Sir/Madam,

REFRESHMENT OF GENERAL MANDATE TO ISSUE SHARES

INTRODUCTION

We refer to our appointment as the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in connection with the proposed grant of the Refreshed General Mandate, details of which are set out in the letter from the Board (the ‘‘Letter from the Board’’) contained in the circular of the Company to the Shareholders dated 1 September 2015 (the ‘‘Circular’’), of which this letter forms part. Capitalised terms used in this letter shall have the same meanings as defined in the Circular unless the context otherwise requires.

At the AGM of the Company held on 18 May 2015, the Shareholders approved an ordinary resolution for granting to the Directors the Current Issue Mandate to allot and issue not more than 261,070,040 Shares, being 20% of the entire issued share capital of the Company of 1,305,352,000 Shares as at the date of the AGM.

As announced by the Company on 14 July 2015, the Company had completed the issue of 261,000,000 Shares under the Current Issue Mandate. Consequently, there remained only 70,400 Shares issuable under the Current Issue Mandate as at the Latest Practicable Date.

As the grant of the Refreshed General Mandate is proposed to the Shareholders before the Company’s next annual general meeting, pursuant to the Listing Rules, this proposal is subject to the Independent Shareholders’ approval by way of poll at the EGM. According to Rule 13.36(4) of the Listing Rules, any controlling Shareholders and their associates or, where there are no controlling Shareholders, Directors (excluding independent non-executive Directors) and the chief executive of the Company and their respective associates shall abstain from voting in favour of the resolution to approve the grant of the Refreshed General Mandate.

As at the Latest Practicable Date, to the best knowledge, belief and information 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 an

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

aggregate of 523,081,750 Shares, representing approximately 33.40% of the existing issued Shares, and are collectively considered as the controlling shareholder of the Company. As such, each of the Concert Group Shareholders, together with their respective associates who as at the date of EGM shall hold any Shares, are required to abstain from voting in favour of the resolution at the EGM.

Note: Trigiant Investments Limited is owned as to 91.79% by Abraholme International Limited, which in turn is wholly owned by Mr. Qian Lirong. Mr. Qian Lirong is an executive Director and chairman of the Board, and Mr. Jiang Wei is an executive Director and the Group chief executive officer.

The Independent Board Committee, comprising all the independent non-executive Directors, namely Professor Jin Xiaofeng, Ms. Jia Lina, Mr. Poon Yick Pang Philip and Mr. Ng Wai Hung, has been established to advise the Independent Shareholders on the proposed grant of the Refreshed General Mandate. We, Messis Capital Limited, have been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in this regard.

OUR INDEPENDENCE

In the last two years, we have not acted as a financial adviser or an independent financial adviser in respect of the Company’s other transactions. As at the Latest Practicable Date, other than this appointment as the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in connection with the proposed grant of the Refreshed General Mandate, we did not have any other relationship with or interest in the Company or any other parties that could reasonably be regarded as relevant to our independence. For the purpose of Rule 13.84 of the Listing Rules, we are independent of the Company.

BASIS OF OUR OPINION

In formulating our opinion and recommendation to the Independent Board Committee and the Independent Shareholders in relation to the proposed grant of the Refreshed General Mandate, we have relied on the statements, information, opinions and representations contained in the Circular and the information and representations provided to us by the Directors and the management of the Company. We have assumed that all statements, information and representations provided by the Directors and the management of the Company, for which they are solely and wholly responsible, were true and accurate at the time when they were provided and continue to be so as at the date of the EGM and that all expectations and intentions of the Directors, management of the Company and its subsidiaries, will be met or carried out as the case may be. We have also assumed that all statements of belief, opinion and expectation made by the Directors in the Circular were reasonably made after due enquiry and careful consideration. We have no reason to suspect that any material facts or information has been withheld or to doubt the truth, accuracy and completeness of the information and facts contained in the Circular, or the reasonableness of the opinions expressed by the Directors and the management of the Company. We believe that we have been provided with sufficient information to reach an informed view and to provide a reasonable basis for our opinion. We

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

have not, however, carried out any independent verification of the information provided by the Directors and the management of the Company, nor have we conducted an independent investigation into the business and affairs of the Group.

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

This letter is issued for the information of the Independent Board Committee and the Independent Shareholders solely in connection with their consideration of the proposed grant of the Refreshed General Mandate, and except for its inclusion in the Circular, is not to be quoted or referred to, in whole or in part, nor shall this letter be used for any other purposes, without our prior written consent.

PRINCIPAL FACTORS AND REASONS CONSIDERED

In arriving at our opinion in respect of the proposed grant of the Refreshed General Mandate, we have taken the following principal factors and reasons into consideration:

1. Background of and reason for the proposed grant of the Refreshed General Mandate

The Group is principally engaged in the manufacture and sales of radio frequency coaxial cable series, flame-retardant flexible cable series, optical fibre cable series and related products for mobile telecommunications and telecommunication equipment. According to the Company’s annual report for the year ended 31 December 2014, given the expected continuous expansion in 4G network by the three major telecommunications operators in the PRC, the Group expects that the demands for its core products will continue and the Group is committed to exploring new investment opportunities in the telecommunication equipment market for the Group.

As disclosed in the Letter from the Board, at the AGM, Shareholders passed, among other resolutions, an ordinary resolution to grant to the Directors the Current Issue Mandate pursuant to which the Directors were authorised to allot, issue and deal with up to 261,070,040 Shares, representing 20% of the issued share capital of the Company as at the date of AGM.

As at the Latest Practicable Date, the Current Issue Mandate had been utilised as to 261,000,000 Shares issued pursuant to a subscription agreement dated 6 June 2015 as announced in the Company’s announcement dated 7 June 2015.

As advised by the management of the Company, the next annual general meeting is expected to be held in about May 2016, which is approximately 9 months away from the Latest Practicable Date. In order to maintain the flexibility for the Company to raise funds for its future business development and/or opportunities to be identified by the Company through equity financing, the Board proposes to seek the grant of the Refreshed General

– 12 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Mandate for the Directors to issue and allot new Shares not exceeding 20% of the issued share capital of the Company as at the date of passing such resolution. As at the Latest Practicable Date, the Company has not identified any such business development and/or opportunities. The Board believe that the availability of the Refreshed General Mandate will reduce the uncertainties that specific mandate may not be obtained in a timely manner.

As at the Latest Practicable Date, the Company had an aggregate of 1,566,000,000 Shares in issue. Subject to the passing of the ordinary resolution for the approval of the grant of the Refreshed General Mandate and on the basis that no further Shares are issued and/or repurchased by the Company between the Latest Practicable Date and the date of the EGM, the Company would be allowed under the Refreshed General Mandate to allot and issue up to 313,200,000 Shares, being 20% of the total number of Shares in issue as at the Latest Practicable Date.

Based on the information provided by the Company, we note that as of 30 June 2015, the Group had cash and bank balances (including pledged deposit) of approximately RMB978.5 million and bank borrowings of approximately RMB1,643.2 million. We note that as of 30 June 2015, the amount of the Group’s cash and bank balances were lower than the amount of its outstanding bank borrowings. We further note that even if the net proceeds of approximately HK$562.0 million raised in July 2015 from the Current Issue Mandate are taken into account (see the paragraph headed ‘‘2. Fund raising activities of the Company in the past twelve months immediately prior to the Latest Practicable Date’’ below), the amount of the Group’s cash and bank balances were still lower than the amount of its outstanding bank borrowings. The Board considers that given the Group’s current outstanding bank borrowings of over RMB1.6 billion and the fact that any additional borrowings will worsen its gearing position, it is not preferable at this stage to further increase its debt level significantly.

As at the Latest Practicable Date, the Company was not in need for fund raising and did not have any fund raising plan. The Directors also had no immediate plan to utilise the Refreshed General Mandate, if granted, to allot and issue Shares.

Having considered that:

• (i) only 70,400 Shares remained issuable under the Current Issue Mandate as the Latest Practicable Date;

• (ii) as disclosed in the Company’s annual report for the year ended 31 December 2014, given the expected continuous expansion in 4G network by the three major telecommunications operators in the PRC, the Group expects that the demands for its core products will continue and the Group is committed to exploring new investment opportunities in the telecommunication equipment market for the Group;

• (iii) the next annual general meeting is expected to be held in about May 2016, which is approximately 9 months away from the Latest Practicable Date;

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

• (iv) during the period between the Latest Practicable Date and the next annual general meeting which is expected to be held in about May 2016, funding needs for pursuing the Group’s future business development and/or opportunities in relation to PRC telecommunications equipment market may arise at any time;

• (v) the Refreshed General Mandate, if granted, will allow the Company to maintain flexibility to raise funds for its future business development and/or opportunities to be identified by the Company through equity financing, and although the Company has not identified any such business development and/or opportunities, the availability of the Refreshed General Mandate will reduce the uncertainties that specific mandate may not be obtained in a timely manner; and

• (vi) as of 30 June 2015, the Group’s outstanding bank borrowings was over RMB1.6 billion, which is higher than the Group’s cash level, and any additional borrowings will worsen the Group’s gearing position;

• (vii) although the Company has just completed a fund raising exercise in July 2015 by making use of the Current Issue Mandate, the net proceeds raised has been used and/or earmarked for the Group’s intended uses as set out in the paragraph headed ‘‘2. Fund raising activities of the Company in the past twelve months immediately prior to the Latest Practicable Date’’ below;

• (viii)the Refreshed General Mandate, if exercised, would strengthen the capital base and financial position of the Company; and

• (ix) although the Company was not in need for fund raising as at the Latest Practicable Date, the availability of the Refreshed General Mandate will reduce the uncertainties that funding needs for pursuing the Group’s future business development and/or opportunities in relation to PRC telecommunications equipment market cannot be met in a timely manner when such needs arise,

we are of the view that the grant of the Refreshed General Mandate is fair and reasonable and in the interest of the Company and the Shareholders as a whole.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

2. Fund raising activities of the Company in the past twelve months immediately prior to the Latest Practicable Date

The following table summarises the fund raising activities of the Company in the past twelve months immediately prior to the Latest Practicable Date:

Actual use of proceeds as at Date of Net proceeds Intended use of the Latest announcement Event (approximately) proceeds Practicable Date 7 June 2015 Issue of HK$562.0 million For (i) general As to an aggregate 261,000,000 working capital of HK$173.6 million has new Shares the Group; and (ii) been used as capital at HK$2.27 repayment of debt injection to the per Share Company’s two subsidiaries in the PRC as their respective general working capital;

• As to HK$50.4 million has been used to repay a sum owing to a director and minority shareholder of a non-whollyowned subsidiary of the Company;

As regards the remaining HK$50.0 million will be used as working capital of the Group and the balance of HK$288 million is intended to be used to repay bank borrowings.

We note that the fund raised from the Current Issue Mandate has been used and/or earmarked for the Group’s intended uses as set out above.

3. Other financial alternatives

As advised by the management of the Company, apart from equity financing, the Directors may also consider other financing alternatives such as bank financing and internal cash resources to raise funds for its future business development and/or opportunities, depending on the Company’s financial position and cost of funding as well as the prevailing market condition. We were given to understand that the Directors would exercise due and careful consideration in the selection of financing method in order to maximise the benefit to the Shareholders.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The management of the Company considers, and we concur, that bank financing may incur interest burden on the Group and may be subject to lengthy due diligence exercise, negotiations with the banks, the Group’s capital structure, and the financial market condition at that time. Regarding the different equity financing methods, in the case of alternative pro-rata equity fund raising such as rights issue and open offer, lengthy commercial negotiations with potential underwriters may be required, which may result in the failure in raising funds for the Group’s future business development and/or opportunities in a timely manner.

In view of the foregoing, the Refreshed General Mandate is in the best interests of the Company and the Shareholders as a whole by maintaining the financial flexibility necessary for the Group to pursue future business development and/or opportunities. The Board considers and we concur that the Refreshed General Mandate (i) does not incur any interest paying obligations on the Group as in bank financing; (ii) is less costly and less time-consuming than raising funds by way of rights issue or open offer; and (iii) provides the Company with the capability to capture any prospective opportunity as and when it arises and to finance future business development in a timely manner when required.

Given the aforementioned reasons, we consider that the grant of the Refreshed General Mandate will provide the Company with an additional alternative of equity funding and enhance the financing flexibility of the Company to raise funds if required by way of issuance of new Shares for future business development and expansion and/or pursuing investment opportunities, and we consider that the grant of the Refreshed General Mandate is in the interests of the Company and the Shareholders as a whole.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

4. Potential dilution on shareholdings

The table below sets out the shareholding structure of the Company (i) as at the Latest Practicable Date; and (ii) for illustrative purposes only, upon full utilisation of the Refreshed General Mandate (assuming no further Share is issued or repurchased by the Company):

Shareholders Mr. Qian Lirong and his associates (Note 1) Mr. Jiang Wei (Note 2) Easy Beauty Limited Eternal Asia (HK) Limited Public Shareholders Shares to be issued under the Refreshed General Mandate Total: Notes:	(i) As at the Latest Practicable Date No. of Shares Approximate % 523,021,750 33.40 60,000 0.00 200,000,000 12.77 261,000,000 16.67 581,918,250 37.16 — — 1,566,000,000 100.00	(ii) Immediately upon the allotment and issue of Shares by the Company pursuant to the Refreshed General Mandate (assuming the Refreshed General Mandate is utilised in full and no further Shares are issued or repurchased by the Company) No. of Shares Approximate % 523,021,750 27.83 60,000 0.00 200,000,000 10.64 261,000,000 13.89 581,918,250 30.97 313,200,000 16.67 1,879,200,000 100.00	(ii) Immediately upon the allotment and issue of Shares by the Company pursuant to the Refreshed General Mandate (assuming the Refreshed General Mandate is utilised in full and no further Shares are issued or repurchased by the Company) No. of Shares Approximate % 523,021,750 27.83 60,000 0.00 200,000,000 10.64 261,000,000 13.89 581,918,250 30.97 313,200,000 16.67 1,879,200,000 100.00
			100.00

1. Of these Shares, 6,582,000 Shares are held by Mr. Qian Lirong (‘‘Mr. Qian’’), an executive Director and the chairman of the Board, 250,000 Shares are held by Abraholme International Limited (‘‘Abraholme’’) and 516,189,750 Shares are held by Trigiant Investments Limited (‘‘Trigiant Investments’’). Mr. Qian owns 100% of Abraholme, which in turn owns 91.79% of Trigiant Investments. By virtue of the provisions of Part XV of the SFO, Mr. Qian is deemed to be interested in all the Shares held by Abraholme and Trigiant Investments.

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

3. Based on the notice of disclosure of interests of Eternal Asia (HK) Limited (‘‘Eternal Asia’’) filed with the Stock Exchange on 14 July 2015, Eternal Asia is a wholly-owned subsidiary of 深 圳市怡亞通供應鏈股份有限公司, 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 (stock code: 002183).

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

As illustrated in the above table, assuming that the grant of the Refreshed General Mandate is approved at the EGM and that no Shares will be repurchased and no new Shares will be issued from the Latest Practicable Date up to the date of the EGM (both dates inclusive), the aggregate shareholding of the existing public Shareholders will be diluted from approximately 37.16% to approximately 30.97% upon full utilisation of the Refreshed General Mandate.

Taking into account the benefits of the grant of the Refreshed General Mandate as discussed above including in particular that the Refreshed General Mandate would provide the Group with financial flexibility to raise equity capital expeditiously for its future business development and/or opportunities and would strengthen the capital base and financial position of the Company, and having considered the fact that the shareholdings of all Shareholders will be diluted proportionately and the capital base of the Company will be enlarged upon the utilisation of the Refreshed General Mandate, we consider that such potential dilution to the shareholdings of the existing public Shareholders is acceptable.

RECOMMENDATION

Having taken into account the above principal factors and reasons regarding the grant of the Refreshed General Mandate, including in particular that:

• . as at the Latest Practicable Date, there only remained 70,400 Shares issuable under the Current Issue Mandate;

• . the next annual general meeting is expected to be held in about May 2016, which is approximately 9 months away from the Latest Practicable Date;

• . the Refreshed General Mandate, if granted, will allow the Company to maintain flexibility to raise funds for its future business development and/or opportunities to be identified by the Company through equity financing, and although the Company has not identified any such business development and/or opportunities, the availability of the Refreshed General Mandate will reduce the uncertainties that specific mandate may not be obtained in a timely manner;

• . the Refreshed General Mandate does not incur any interest paying obligations on the Group as in bank financing and is less costly and less time-consuming than raising funds by way of rights issue or open offer; and

• . the potential dilution effect to the shareholdings of the existing public Shareholders is considered acceptable as discussed above,

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

we are of the view that the proposed grant of the Refreshed General Mandate is fair and reasonable so far as the Company and the Independent Shareholders are concerned and in the interests of the Company and Shareholders as a whole. Accordingly, we recommend the Independent Shareholders, and the Independent Board Committee to advise the Independent Shareholders, to vote in favour of the resolution to be proposed at the EGM to approve the proposed grant of the Refreshed General Mandate.

Yours faithfully, For and on behalf of Messis Capital Limited Robert Siu Managing Director

Mr. Robert Siu is a licensed person registered with the SFC and a responsible officer of Messis Capital Limited to carry out type 1 (dealing in securities) and type 6 (advising on corporate finance) regulated activities under the SFO and has over 15 years of experience in corporate finance industry.

– 19 –

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 the extraordinary general meeting (‘‘Meeting’’) of Trigiant Group Limited (‘‘Company’’) will be held at 10:00 a.m. on Tuesday, 22 September 2015 at Falcon Room I, Gloucester Luk Kwok Hong Kong, 72 Gloucester Road, Wanchai, Hong Kong to consider and, if thought fit, pass the following resolution as an ordinary resolution of the Company:

ORDINARY RESOLUTION

‘‘THAT:

• (a) the general mandate granted to the directors of the Company (‘‘Directors’’) to allot, issue and deal with the unissued shares of the Company pursuant to an ordinary resolution passed at the annual general meeting of the Company held on 18 May 2015 be and is hereby revoked (without prejudice to any valid exercise of such general mandate prior to the passing of this resolution);

• (b) subject to the following provisions of this resolution, 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 additional shares of HK$0.01 each in the share capital of the Company (‘‘Shares’’), and to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into Shares) which would or might require the exercise of such powers, subject to and in accordance with all applicable laws, be and is hereby generally and unconditionally approved;

• (c) the approval in paragraph (b) of this resolution shall authorise the Directors during the Relevant Period (as defined below) to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into Shares) which would or might require the exercise of such powers after the end of the Relevant Period (as defined below);

• For identification purpose only

– EGM-1 –

NOTICE OF EGM

• (d) the aggregate nominal amount of share capital of the Company allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the approval in paragraph (b) of this resolution, otherwise than pursuant to (i) a Rights Issue (as defined below); (ii) the exercise of the conversion rights attaching to any convertible securities issued by the Company; (iii) the exercise of warrants to subscribe for Shares; (iv) the exercise of options granted under any share option scheme or similar arrangement for the time being adopted by the Company; or (v) an 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 (‘‘Articles’’), shall not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and

• (e) for the purposes of this resolution:

‘‘Relevant Period’’ means the period from 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, the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands or any applicable laws of the Cayman Islands to be held; or

• (iii) the date on which such mandate is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.

‘‘Rights Issue’’ means an offer of Shares open for a period fixed by the Directors to the holders of Shares or any class of Shares whose names appear on the registers of members of the Company on a fixed record date in proportion to their then holdings of such Shares as at that date (subject to such exclusions 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 requirements of any recognised regulatory body or any stock exchange in, any territory applicable to the Company).’’

On behalf of the Board Trigiant Group Limited Qian Lirong Chairman

1 September 2015

– EGM-2 –

NOTICE OF EGM

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 Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kongnot 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 of Directors comprises two executive Directors, namely Mr. Qian Lirong (Chairman) and Mr. Jiang Wei (Group Chief Executive Officer); one non-executive Director, namely, Mr. Fung Kwan Hung; and four independent non-executive Directors, namely Professor Jin Xiaofeng, Ms. Jia Lina, Mr. Poon Yick Pang Philip and Mr. Ng Wai Hung.

– EGM-3 –