Trigiant Group Limited — Proxy Solicitation & Information Statement 2017

May 9, 2017

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

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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 10:30 a.m. on Thursday, 1 June 2017 at Victoria Room III, 3rd Floor, Regal Hong Kong Hotel, 88 Yee Wo Street, Causeway Bay, Hong Kong, or at any adjournment thereof for the purpose of considering and, if thought fit, passing each of the following resolutions, with or without amendments, as an ordinary resolution of the Company:

ORDINARY RESOLUTION

1. ‘‘THAT:

   • (a) the acquisition (‘‘Acquisition’’) of the Sale Shares (defined in in the circular of the Company dated 10 May 2017 (‘‘Circular’’), a copy of which marked ‘‘A’’ and signed by the chairman of the Meeting for identification purpose has been tabled at the Meeting) in relation to Jiang Mei Limited, a company incorporated in the British Virgin Islands with limited liability, as contemplated under the sale and purchase agreement dated 30 March 2017 and entered into between Trigiant Holdings Limited, a wholly-owned subsidiary of the Company, as purchaser, Easy Beauty Limited as vendor and Zhu Xujin, Shao Yijun and Zhao Ting as the warrantors (‘‘SP Agreement‘‘, a copy of the SP Agreement marked ‘‘B’’ and signed by the chairman of the Meeting for identification purpose has been tabled at the Meeting) be and is hereby approved, confirmed and ratified and the Acquisition and all other transactions contemplated under the SP Agreement (including but not limited to the allotment and issue of the Consideration Shares under the Specific Mandate (each as defined in the Circular)) be and are hereby approved;

• For identification purpose only

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• (b) the board (‘‘Board’’) of directors of the Company or a committee thereof be and is hereby specifically authorised to allot and issue the Consideration Shares in accordance with the terms of the SP Agreement; and

• (c) the Board or a committee thereof be and is authorised to do all such acts and things, to sign and execute such documents or agreements or deed on behalf of the Company and to do such other things and to take all such actions as they consider necessary, appropriate, desirable or expedient for the purposes of giving effect to or in connection with the Acquisition and to agree to such variation, amendments or waiver or matters relating thereto (excluding any variation, amendments or waiver of such documents or any terms thereof, which are fundamentally and materially different from those as provided for in the SP Agreement and which shall be subject to approval of the shareholders of the Company) as are, in the opinion of the Board or a committee thereof, in the interest of the Company and its shareholders as a whole.’’

1. ‘‘THAT subject to and conditional upon:

   • (a) the passing of the resolution numbered 1 in the notice of the Meeting; and

   • (b) the granting of the waiver by the Executive Director of Corporate Finance Division of the Securities and Futures Commission or any delegate of the Executive Director of any obligation on the part of Easy Beauty Limited (‘‘Vendor’’) to make a mandatory general offer to the holders of securities of the Company to acquire securities of the Company other than those already owned or agreed to be subscribed by the Vendor, the Mr. Qian Concert Group (as defined in the circular of the Company dated 10 May 2017 (‘‘Circular’’), a copy of which marked ‘‘A’’ and signed by the chairman of the Meeting for identification purpose has been tabled at the Meeting) and parties acting in concert with each of them which would otherwise arise under Rule 26.1 of the Takeovers Code (as defined in the Circular) (‘‘Whitewash Waiver’’) as a result of the allotment and issue of the Consideration Shares (as defined in the Circular) to the Vendor under the Acquisition (as defined in the Circular) and the satisfaction of any conditions that may be imposed thereon,

the Whitewash Waiver be and is hereby approved and the board of directors of the Company or a committee thereof be and is hereby authorised to do all such acts and things, to sign and execute such documents or agreements or deed on behalf of the Company and to do such other things and to take all such actions as it considers necessary, appropriate, desirable or expedient for the purposes of giving effect to or to implement the Whitewash Waiver.’’

On behalf of the Board Trigiant Group Limited Qian Lirong Chairman

Hong Kong, 10 May 2017

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Registered office Principal place of business Cricket Square in Hong Kong Hutchins Drive Room 1801, 18th Floor P.O. Box 2681 Tai Tung Building Grand Cayman KY1-1111 8 Fleming Road Cayman Islands Wanchai Hong Kong

Notes:

1. For determining the entitlement of shareholders of the Company to attend and vote at the Meeting, the register of members of the Company will be closed from Friday, 26 May 2017 to Thursday, 1 June 2017 (both days inclusive) during which period no transfer of Shares will be effected. In order to qualify for the entitlement to attend and vote at the Meeting, all transfer of shares accompanied by the relevant shares certificates must be lodged with 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 by 4:30 p.m. (Hong Kong time) on Thursday, 25 May 2017.

2. 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 a general meeting of the Company or at a class meeting. A proxy need not be a member of the Company.

3. 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 Kong by 10:30 a.m. (Hong Kong time) on Tuesday 30 May 2017 or not less than 48 hours before the time for holding any adjourned Meeting.

4. As required under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the Code on Takeovers and Mergers, the above resolution will be decided by way of poll.

As at the date hereof, the board of directors comprises the following members:

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

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