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Trigiant Group Limited Proxy Solicitation & Information Statement 2026
49834_rns_2026-04-22_86b54ea4-356a-4b04-802f-43d100e65209.pdf
Proxy Solicitation & Information Statement
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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 (“Company”), you should at once hand this circular, together with the accompanying form of proxy, to the purchaser or 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.
TRIGIANT
一俊知集团一
TRIGIANT GROUP LIMITED
俊知集團有限公司*
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 1300)
GRANT OF GENERAL MANDATES TO ISSUE AND
REPURCHASE SHARES,
RE-ELECTION OF DIRECTORS,
AND
NOTICE OF ANNUAL GENERAL MEETING
A notice convening the annual general meeting of the Company (“Annual General Meeting”) to be held at 9:30 a.m. on Thursday, 21 May 2026 at 10/F, Ruttonjee House, Ruttonjee Centre, 11 Duddell Street, Central, Hong Kong, is set out on pages AGM-1 to AGM-6 of this circular.
To ascertain the shareholders’ entitlements to attend and vote at the Annual General Meeting, the register of members of the Company will be closed from Monday, 18 May 2026 to Thursday, 21 May 2026, both days inclusive, during which period no transfer of shares of the Company will be registered. In order to qualify for the entitlement to attend and vote at the Annual General 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 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong by 4:30 p.m. on Friday, 15 May 2026 (Hong Kong time).
Whether or not you are able to attend the Annual General Meeting, you are requested to complete the accompanying 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 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong by 9:30 a.m. on Tuesday, 19 May 2026 (Hong Kong time) or not less than 48 hours before the time appointed for holding any adjourned Annual General Meeting. Completion and return of the form of proxy will not preclude you from attending and voting at the Annual General 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 purposes only
23 April 2026
CONTENTS
Page
Definitions ... 1
Letter from the Board ... 3
Appendix I — Explanatory statement on the Repurchase Mandate ... I-1
Appendix II — Details of the Directors for re-election ... II-1
Notice of Annual General Meeting ... AGM-1
- i -
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:
“Annual General Meeting” the annual general meeting of the Company to be held at 9:30 a.m. on Thursday, 21 May 2026, the notice of which is set out on pages AGM-1 to AGM-6 of this circular and any adjournment thereof
“Articles” or “Articles of Association” the articles of association of the company currently in force
“Board” the board of Directors
“CCASS” the Central Clearing and Settlement System established and operated by Hong Kong Securities Clearing Company Limited
“Companies Act” the Companies Act (As Revised) of the Cayman Islands
“Company” Trigiant Group Limited, a company incorporated in the Cayman Islands with limited liability and the Shares of which are listed on the Main Board of the Stock Exchange
“Director(s)” the director(s) of the Company
“Extension Mandate” a general and unconditional mandate proposed to be granted to the Directors to the effect that any Shares repurchased under the Repurchase Mandate will be added to the total number of Shares which may be allotted, issued or otherwise dealt with under the General Mandate as set out in resolution numbered 4(C) in the notice convening the Annual General Meeting
“General Mandate” a general and unconditional mandate proposed to be granted to the Directors to exercise all powers of the Company to allot, issue or otherwise deal with Shares up to a maximum of 20% of the total number of Shares in issue (excluding treasury shares, if any) as at the date of passing the relevant resolution as set out in resolution numbered 4(A) in the notice convening the Annual General Meeting
“Group” the Company and its subsidiaries
“HK$” and “HK cent” Hong Kong dollars and Hong Kong cents respectively, the lawful currency of Hong Kong
- 1 -
DEFINITIONS
“Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China
“Latest Practicable Date” 17 April 2026, 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, and for the purpose of this circular, excludes Hong Kong, Macau Special Administrative Region of the People’s Republic of China and Taiwan
“Repurchase Mandate” a general and unconditional mandate proposed to be granted to the Directors to exercise all powers of the Company to repurchase Shares which shall not exceed 10% of the total number of the Shares in issue (excluding treasury shares, if any) as at the date of passing the relevant resolution as set out in resolution numbered 4(B) in the notice convening the Annual General Meeting
“RMB” Renminbi, the lawful currency of the PRC
“SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
“Share(s)” the ordinary share(s) of HK$0.01 each in the share capital of the Company
“Shareholder(s)” holder(s) for the time being of the Share(s)
“Stock Exchange” The Stock Exchange of Hong Kong Limited
“Takeovers Code” the Hong Kong Code on Takeovers and Mergers
“treasury share(s)” has the meaning ascribed thereto in the Listing Rules
“%” per cent.
- 2 -
LETTER FROM THE BOARD
TRIGIANT
一俊知集团一
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 and
Group chief executive officer)
Mr. Qian Chenhui
Non-executive Director:
Mr. Zhang Dongjie
Independent non-executive Directors:
Professor Jin Xiaofeng
Mr. Zhao Huanqi
Ms. Yau Wai
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
23 April 2026
To the Shareholders
Dear Sir or Madam,
GRANT OF GENERAL MANDATES TO ISSUE AND
REPURCHASE SHARES AND
RE-ELECTION OF DIRECTORS
INTRODUCTION
The purposes of this circular are to provide you with information regarding the resolutions to be proposed at the Annual General Meeting and to give you notice of the Annual General Meeting. At the Annual General Meeting, resolutions relating to, among other matters, (i) the grant of the General Mandate, the Repurchase Mandate and the Extension Mandate; and (ii) the re-election of Directors will be proposed.
- For identification purposes only
LETTER FROM THE BOARD
GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES
The general mandate granted to the Directors to allot, issue and deal with the unissued Shares and the general mandate granted to the Directors to repurchase Shares at the annual general meeting of the Company held on 15 May 2025 will expire at the conclusion of the Annual General Meeting.
In order to give the Company the flexibility to repurchase and issue Shares if and when appropriate, the following ordinary resolutions will be proposed at the Annual General Meeting to approve the grant of new general mandates to the Directors:
(a) the General Mandate — a general and unconditional mandate to allot, issue and deal with Shares (including sale or transfer of treasury shares, if any) of up to a maximum of 20% of the total number of Shares in issue (excluding treasury shares, if any) on the date of the passing of such resolution;
(b) the Repurchase Mandate — a general and unconditional mandate to exercise all the powers of the Company to repurchase Shares which shall not exceed 10% of the total number of Shares in issue (excluding treasury shares, if any) on the date of the passing of such resolution; and
(c) the Extension Mandate — the power to extend the general mandate in (a) above by an amount representing the aggregate amount of the Shares repurchased by the Company pursuant to the mandate to repurchase Shares referred to in (b) above.
As at the Latest Practicable Date, the total number of Shares in issue was 1,768,000,000. Subject to the passing of the relevant resolution, the maximum number of new Shares (assuming that there will be no change in the number of Shares in issue between the Latest Practicable Date and the date of the Annual General Meeting) to be issued under the proposed General Mandate is 353,600,000, and the Company will be allowed to repurchase a maximum of 176,800,000 Shares under the Repurchase Mandate.
The General Mandate and the Repurchase Mandate will expire: (a) at the end of the Company's next annual general meeting following the Annual General Meeting; (b) at the end of the period within which the Company is required by law or the Articles to hold its next annual general meeting; or (c) when varied or revoked by an ordinary resolution of the Shareholders in a general meeting prior to the next annual general meeting of the Company, whichever is the earliest.
An explanatory statement containing information necessary to enable the Shareholders to make an informed decision on the proposed resolution for the grant of the Repurchase Mandate as required by the Listing Rules is set out in Appendix I to this circular.
LETTER FROM THE BOARD
RE-ELECTION OF DIRECTORS
As at the Latest Practicable Date, the Board comprises two executive Directors, namely Mr. Qian Lirong and Mr. Qian Chenhui, one non-executive Director, namely Mr. Zhang Dongjie, and three independent non-executive Directors, namely Professor Jin Xiaofeng, Mr. Zhao Huanqi and Ms. Yau Wai.
In accordance with Articles 84(1) and 84(2) of the Articles, Mr. Zhang Dongjie and Ms. Yau Wai will retire from the office of Director by rotation, and being eligible, they will offer themselves for re-election at the Annual General Meeting.
Recommendations to the Board for the proposal for re-election of each of Mr. Zhang Dongjie and Ms. Yau Wai as a Director was made by the nomination committee of the Board, after considering the potential contribution each relevant Director can bring to the Board in terms of qualification, skills, experience, independence and diversity in accordance with the director nomination policy of the Company, taking into account the relevant director's biographical information and background, and considering various factors including but not limited to gender, age, cultural and educational background and professional experience as set out in the board diversity policy of the Company.
The Board and the nomination committee have assessed the independence of Ms. Yau Wai, the independent non-executive Director eligible for re-election at the Annual General Meeting, by reference to the independence criteria as set out in the Listing Rules. With a view to enhancing the diversity of the Board, Ms. Yau Wai was appointed as an independent non-executive Director in light of her experience in auditing, internal control, corporate finance, compliance and operation management. Taking into account the above factors, the Board and the nomination committee consider that Ms. Yau Wai is independent and can bring further contributions to the Board and its diversity.
Information on the Directors for re-election is set out in Appendix II to this circular.
ANNUAL GENERAL MEETING
Set out on pages AGM-1 to AGM-6 of this circular is a notice convening the Annual General Meeting at which, among other proposed resolutions, ordinary resolutions will be proposed to approve the following:
(1) the grant of the General Mandate;
(2) the grant of the Repurchase Mandate;
(3) the grant of the Extension Mandate; and
(4) the re-election of Directors.
LETTER FROM THE BOARD
Whether or not you are able to attend the Annual General Meeting, you are requested to complete the accompanying 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 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong by 9:30 a.m. on Tuesday, 19 May 2026 (Hong Kong time) or not less than 48 hours before the time appointed for holding any adjourned Annual General Meeting. Completion and return of the form of proxy will not preclude you from attending and voting at the Annual General 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.
To the best of the Directors' knowledge, information and belief, having made reasonable enquiries, the Directors confirm that no Shareholder is required to abstain from voting at the Annual General Meeting.
CLOSURE OF REGISTER OF MEMBERS
To ascertain the Shareholders' entitlement to attend and vote at the Annual General Meeting, the register of members of the Company will be closed from Monday, 18 May 2026 to Thursday, 21 May 2026, both days inclusive, during which period no transfer of shares of the Company will be registered. In order to qualify for the entitlement to attend and vote at the Annual General Meeting, all transfer of shares accompanied by the relevant share certificates must be lodged with the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong by 4:30 p.m. on Friday, 15 May 2026 (Hong Kong time).
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 document 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 consider that the grant of the General Mandate, the Repurchase Mandate, the Extension Mandate and the re-election of Directors are in the best interests of the Company and its Shareholders and recommend the Shareholders to vote for the relevant resolutions set out in the notice of the Annual General Meeting.
- 6 -
LETTER FROM THE BOARD
GENERAL INFORMATION
Your attention is drawn to the additional information set out in the appendices to this circular.
Yours faithfully,
On behalf of the Board
Trigiant Group Limited
Qian Lirong
Chairman
- 7 -
APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
This Appendix serves as an explanatory statement, as required by the Listing Rules, to provide requisite information to you for your consideration of the Repurchase Mandate.
1. LISTING RULES RELATING TO THE REPURCHASE OF SHARES
The Listing Rules permit companies whose primary listing is on the Main Board of the Stock Exchange to repurchase their shares on the Main Board of the Stock Exchange subject to certain restrictions. Among such restrictions, the Listing Rules provide that the shares of such company must be fully paid up and all repurchase of shares by such company must be approved in advance by an ordinary resolution of the shareholders, either by way of a general mandate or by specific approval of a specific transaction.
If the Company repurchases any Shares pursuant to the Repurchase Mandate, the Company may either (i) cancel the Shares repurchased and/or (ii) hold such Shares in treasury, subject to market conditions and the Company's capital management needs at the relevant time any repurchases of Shares are made.
If there are any treasury shares deposited with CCASS pending resale on the Stock Exchange, the Company will adopt appropriate measures to ensure that it does not exercise any shareholders' rights or receive any entitlements which would otherwise be suspended under the applicable laws if those shares were registered in the Company's own name as treasury shares. These measures may include approval by the Board that (i) the Company will not (or will procure its broker not to) give any instructions to Hong Kong Securities Clearing Company Limited to vote at general meetings for the treasury shares deposited with CCASS and (ii) in the case of dividends or distributions, the Company will withdraw the treasury shares from CCASS, and either re-register them in its own name as treasury shares or cancel them, in each case before the record date for the dividends or distributions.
2. SHARE CAPITAL
As at the Latest Practicable Date, the Company had 1,768,000,000 Shares in issue, and the Company did not hold any treasury shares.
Subject to the passing of the resolution for the grant of the Repurchase Mandate (resolution numbered 4(B) as set out in the notice convening the Annual General Meeting contained in this circular), and on the basis of 1,768,000,000 Shares in issue and assuming that no new Shares are issued or repurchased by the Company prior to the Annual General Meeting, the Company will be allowed to repurchase a maximum of 176,800,000 Shares under the Repurchase Mandate.
APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
3. REASONS FOR REPURCHASES
The Directors believe that it is in the best interests of the Company and the Shareholders for the Directors to have general authority from the Shareholders to enable the Company to repurchase Shares in the market. Such repurchases may, depending on market conditions and funding arrangements of the Company at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made if the Directors believe that such repurchases will benefit the Company and the Shareholders.
4. FUNDING OF REPURCHASES
Repurchases must be paid out of funds legally available for the purpose and in accordance with the Articles, the Companies Act and other applicable laws of the Cayman Islands. A listed company may not repurchase its own shares on the Main Board of the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange. Under the Cayman Islands law, any repurchases by the Company may only be made out of profits of the company or out of the proceeds of a fresh issue of shares made for such purpose or, if authorised by the Articles and subject to the Companies Act, out of capital. Any premium payable on a redemption or purchase over the par value of the shares to be repurchased must be provided for out of profits or the share premium account of the Company or, if authorised by the Articles and subject to the Companies Act, out of capital.
5. IMPACT OF REPURCHASES
On the basis of the current financial position of the Company and taking into account the current working capital position of the Company, the Directors consider that, if the Repurchase Mandate was to be exercised in full, it might have a material adverse effect on the working capital and/or the gearing position of the Company as compared with the position as at 31 December 2025, being the date to which the last audited accounts of the Company were made up. However, the Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels of the Company which in the opinion of the Directors are from time to time appropriate for the Company.
- I-2 -
APPENDIX I
EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
6. SHARE PRICES
The highest and lowest prices at which the Shares were traded on the Stock Exchange during each of the following months were as follows:
| | Highest
HK$ | Lowest
HK$ |
| --- | --- | --- |
| 2025 | | |
| April | 0.310 | 0.270 |
| May | 0.315 | 0.300 |
| June | 0.335 | 0.300 |
| July | 0.335 | 0.305 |
| August | 0.340 | 0.315 |
| September | 0.330 | 0.305 |
| October | 0.320 | 0.305 |
| November | 0.320 | 0.300 |
| December | 0.410 | 0.300 |
| 2026 | | |
| January | 0.790 | 0.365 |
| February | 0.920 | 0.650 |
| March | 0.900 | 0.750 |
| April (up to the Latest Practicable Date) | 1.040 | 0.750 |
7. EFFECT OF TAKEOVERS CODE AND MINIMUM PUBLIC HOLDING
If a Shareholder's proportionate interest in the voting rights of the Company increases when the Company exercises its powers to repurchase Shares pursuant to the Repurchase Mandate, such increase will be treated as an acquisition for the purpose of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.
As at the Latest Practicable Date, to the best of the knowledge and belief of the Directors, (i) Mr. Qian Lirong ("Mr. Qian") and his controlled corporations collectively held approximately 29.61% of the issued share capital of the Company; and (ii) Mr. Qian, together with parties acting concert with him (including his controlled corporations) (collectively, the "Concert Group Shareholders") in aggregate held approximately 48.71% of the issued share capital of the Company.
APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
In the event that the Directors exercise in full the power to repurchase Shares pursuant to the Repurchase Mandate, assuming the current shareholding remains the same, the interest held by Mr. Qian and his controlled corporations would be increased to approximately 32.90% and the aggregate interest held by the Concert Group Shareholders would be increased to approximately 54.12%.
In the opinion of the Directors, on the basis of the current shareholding of the Concert Group Shareholders in the Company, an exercise of the Repurchase Mandate in full will result in Mr. Qian and his controlled corporations becoming obliged to make a mandatory offer under Rule 26 of the Takeovers Code.
Save as disclosed above, the Directors are not aware of any Shareholder or group of Shareholders acting in concert, who may become obliged to make a mandatory offer under Rule 26 of the Takeovers Code as a consequence of any purchases pursuant to the Repurchase Mandate. However, the Board has no intention to exercise the Repurchase Mandate to such extent that would result in Mr. Qian and his controlled corporations having to become obliged to make a mandatory offer under Rule 26 of the Takeovers Code.
The Directors also have no intention to exercise the Repurchase Mandate to such an extent that will result in the number of Shares in the hands of public falling below the prescribed minimum percentage of 25%.
8. SHARES REPURCHASE MADE BY THE COMPANY
During the six months preceding the Latest Practicable Date, the Company repurchased a total of 3,946,000 Shares on the Stock Exchange, and all such Shares have been cancelled as at the Latest Practicable Date. Details of such repurchases are as follows:
| Date of repurchase | Number of Shares repurchased | Purchase price paid per Share | |
|---|---|---|---|
| Highest HK$ | Lowest HK$ | ||
| 23 October 2025 | 452,000 | 0.310 | 0.310 |
| 24 October 2025 | 1,046,000 | 0.315 | 0.310 |
| 27 October 2025 | 448,000 | 0.320 | 0.320 |
| 21 November 2025 | 880,000 | 0.305 | 0.300 |
| 24 November 2025 | 376,000 | 0.310 | 0.310 |
| 5 December 2025 | 378,000 | 0.310 | 0.310 |
| 9 December 2025 | 366,000 | 0.315 | 0.310 |
APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
9. GENERAL
None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their close associates (as defined under the Listing Rules) currently intends to sell any Shares to the Company or its subsidiaries if the Repurchase Mandate is approved at the Annual General Meeting and is exercised.
The Directors confirm that they will exercise the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands, and that neither this explanatory statement nor the Repurchase Mandate has any unusual features.
No core connected person (as defined under the Listing Rules) of the Company has notified the Company that he/she/it has a present intention to sell Shares to the Company, or has undertaken not to do so if the Repurchase Mandate is approved by the Shareholders.
- I-5 -
APPENDIX II
DETAILS OF THE DIRECTORS FOR RE-ELECTION
Details of the Directors proposed to be re-elected at the Annual General Meeting are provided below.
(1) Mr. Zhang Dongjie (張冬杰先生) (“Mr. Zhang”)
Mr. Zhang (former name: Zhang Donghui), aged 52, is currently a deputy general manager of Shenzhen Eternal Asia Supply Chain Management Ltd. (深圳市怡亞通供應鏈股份有限公司) (“Eternal Asia”), a joint stock company established in the People's Republic of China with limited liability whose shares are listed on the Shenzhen Stock Exchange (stock code: 002183) and the holding company of Eternal Asia (HK) Limited, which owns approximately 16.57% of the issued share capital of the Company as at the date of this report. Mr. Zhang has extensive financial and management experience in corporations and enterprises and previously worked in various PRC companies and a Hong Kong listed company. Prior to joining Eternal Asia in January 2020, from September 2013 to February 2020, Mr. Zhang was a director of Shenzhen Leaguer Co., Ltd., (深圳市力合科創股份有限公司) (formerly known as Shenzhen Beauty Star Co., Ltd.* (深圳市通產麗星股份有限公司)), a company whose shares are listed on the Shenzhen Stock Exchange (stock code: 002243). Mr. Zhang is a non-executive director of VSTECS Holdings Limited (stock code: 856) since January 2023, a company whose shares are listed on the Main Board of the Stock Exchange.
Mr. Zhang obtained a professional qualification as senior accountant in the People's Republic of China in January 2005 and obtained a degree of master of economics from Xiamen University in June 2005.
As at the Latest Practicable Date, save as mentioned above, Mr. Zhang (i) has not held any other directorships in the last three years in any public companies the securities of which are listed on any securities market in Hong Kong or overseas, or any other major appointments or professional qualifications; and (ii) has not held any other positions with the Company or other members of the Group. As at the Latest Practicable Date, Mr. Zhang does not have any relationships with any Directors, senior management, substantial shareholders or controlling shareholders (having the meaning ascribed to it in the Listing Rules) of the Company. As at the Latest Practicable Date, Mr. Zhang is not interested in any Shares of the Company within the meaning of Part XV of the SFO.
The Company and Mr. Zhang have entered into an appointment letter for a fixed term of three years from 9 January 2026. He is subject to retirement by rotation and re-election at the annual general meetings of the Company pursuant to the Articles. Mr. Zhang is entitled to a director's fee of HK$120,000 per annum, which was determined with reference to his responsibilities, the Company's remuneration policy and the market conditions. Save for director's fees granted to him, he is not expected to receive any other remuneration for holding his office as a non-executive Director.
- II-1 -
APPENDIX II
DETAILS OF THE DIRECTORS FOR RE-ELECTION
Save as disclosed above, the Company is not aware of any other matters that it considers necessary to be brought to the attention of the Shareholders in relation to the re-election of Mr. Zhang and there is no information which is required to be disclosed pursuant to paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules.
(2) Ms. Yau Wai (邱惠女士) (“Ms. Yau”)
Ms. Yau, aged 53, was appointed as an independent non-executive Director on 15 April 2024. She has more than 25 years of experience in auditing, internal control, corporate finance, compliance and operation management. She is currently a responsible officer of Akron Corporate Finance Limited since March 2021. From August 1994 to November 1997, Ms. Yau worked in KPMG Peat Marwick (now known as KPMG), where her last position was supervisor. From November 1997 to September 2000, Ms. Yau was employed by AIG Finance (Hong Kong) Limited, where her last position was assistant manager of the internal control department. From September 2000 to April 2004, Ms. Yau was employed by CU Corporate Finance Limited, where her last position was associate director. From April 2004 to March 2005, Ms. Yau worked at First Shanghai Capital Limited as assistant manager of the corporate finance division. From March 2005 to August 2006, Ms. Yau was employed by Asian Capital (Corporate Finance) Limited, where her last position was associate director. From August 2006 to March 2008, Ms. Yau worked at Baron Capital Limited as director. From April 2008 to May 2016, Ms. Yau was employed by DBS Asia Capital Limited, where her last position was senior vice president and chief operating officer. From June 2016 to March 2021, Ms. Yau worked at VBG Capital Limited, where her last position was managing director.
Ms. Yau obtained a degree of Bachelor of Arts from The University of Hong Kong in January 1995 and a degree of Master of Business Administration from The Chinese University of Hong Kong in December 2002. She was admitted as an associate of the Hong Kong Society of Accountants (now known as the Hong Kong Institute of Certified Public Accountants) in February 1998 and a Fellow of The Association of Chartered Certified Accountants in October 2002. Ms. Yau is a responsible officer licensed to carry out Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).
As at the Latest Practicable Date, save as mentioned above, Ms. Yau (i) has not held any other directorships in the last three years in any public companies the securities of which are listed on any securities market in Hong Kong or overseas, or any other major appointments or professional qualifications; and (ii) has not held any other positions with the Company or other members of the Group. As at the Latest Practicable Date, Ms. Yau does not have any relationships with any Directors, senior management, substantial shareholders or controlling shareholders (having the meaning ascribed to it in the Listing Rules) of the Company. As at the Latest Practicable Date, Ms. Yau is not interested in any Shares of the Company within the meaning of Part XV of the SFO.
- II-2 -
APPENDIX II
DETAILS OF THE DIRECTORS FOR RE-ELECTION
The Company and Ms. Yau have entered into an appointment letter for a fixed term of three years from 15 April 2024. She is subject to retirement by rotation and re-election at the annual general meetings of the Company pursuant to the Articles. Ms. Yau is entitled to a director’s fee of HK$150,000 per annum, which was determined with reference to her responsibilities, the Company’s remuneration policy and the prevailing market conditions. Save for director’s fees granted to her, she is not expected to receive any other remuneration for holding her office as an independent non-executive Director.
Save as disclosed above, the Company is not aware of any other matters that it considers necessary to be brought to the attention of the Shareholders in relation to the re-election of Ms. Yau and there is no information which is required to be disclosed pursuant to paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules.
- II-3 -
NOTICE OF ANNUAL GENERAL MEETING
TRIGIANT
一俊知集团一
TRIGIANT GROUP LIMITED
俊知集團有限公司*
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 1300)
NOTICE OF ANNUAL GENERAL MEETING
No souvenirs or gifts will be distributed and no refreshments or drinks will be served at the Annual General Meeting.
NOTICE IS HEREBY GIVEN that the annual general meeting (“Meeting”) of Trigiant Group Limited (“Company”) will be held at 9:30 a.m. on Thursday, 21 May 2026 at 10/F, Ruttonjee House, Ruttonjee Centre, 11 Duddell Street, Central, Hong Kong:
To consider and, if thought fit, transact the following ordinary businesses:
- to receive and adopt the audited consolidated financial statements and the reports of the directors (“Directors”) of the Company and the auditor of the Company for the year ended 31 December 2025;
2a. to re-elect Mr. Zhang Dongjie as a non-executive Director;
2b. to re-elect Ms. Yau Wai as an independent non-executive Director;
2c. to authorise the board (“Board”) of Directors to fix the remuneration of the Directors; -
to re-appoint Deloitte Touche Tohmatsu as auditor of the Company and to authorise the Board to fix its remuneration; and
-
For identification purposes only
NOTICE OF ANNUAL GENERAL MEETING
- to consider and, if thought fit, pass each of the following resolutions as an ordinary resolution:
ORDINARY RESOLUTIONS
(A) “THAT:
(a) subject to paragraph (c) below, pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (“Listing Rules”), 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 in the capital of the Company (including any sale or transfer of treasury shares, if any) and to make or grant offers, agreements and options which might require the exercise of such powers be and the same is hereby generally and unconditionally approved;
(b) the approval in paragraph (a) above shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options which may require the exercise of such powers after the expiry of the Relevant Period;
(c) the aggregate number of shares allotted and issued or agreed conditionally or unconditionally to be allotted and issued (whether pursuant to options or otherwise) by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as defined below); or (ii) the exercise of options granted under any share option scheme or similar arrangement adopted from time to time by the Company; or (iii) any scrip dividend or similar arrangements providing for the allotment and issue of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company in force from time to time; or (iv) any issue of shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into shares of the Company shall not exceed the aggregate of:
(aa) 20 per cent. of the total number of shares of the Company in issue (excluding treasury shares, if any) on the date of the passing of this resolution; and
(bb) (if the Directors are so authorised by a separate ordinary resolution of the shareholders of the Company) the total number of shares of the Company in issue purchased by the Company subsequent to the passing of this resolution (up to a maximum equivalent to 10 per cent. of the total number of shares of the Company in issue (excluding treasury shares, if any) on the date of the passing of this resolution),
- AGM-2 -
NOTICE OF ANNUAL GENERAL MEETING
and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly;
(d) if, after the passing of this resolution, the Company conducts a share consolidation or subdivision, the number of shares subject to the limit set out in paragraph (c) above shall be adjusted to the effect that the number of shares subject to the limit set out in paragraph (c) above as a percentage of the total number of shares of the Company in issue at the time immediately before and after such consolidation or subdivision shall be the same; and
(e) for the purposes of this resolution:
“Relevant Period” means the period from the date of 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 of association of the Company, the Companies Act of the Cayman Islands or any other applicable law of the Cayman Islands to be held; or
(iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution.
“Rights Issue” means an offer of shares, or offer or issue of warrants, options or other securities giving rights to subscribe for shares open for a period fixed by the Directors to shareholders of the Company whose names appear on the Company’s register of members on a fixed record date in proportion to their then holdings of shares (subject to such exclusion 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, or in any territory outside Hong Kong, or the expense or delay that may be incurred in the determination of any such restrictions or obligations).
Any reference to an allotment, issue, grant, or offer of shares shall include the sale or transfer of shares held in treasury (including to satisfy any obligation upon the conversion or exercise of any warrants, options or other securities giving rights to subscribe for shares) to the extent permitted by, and subject to the provisions of, the Listing Rules and applicable laws and regulations.”
- AGM-3 -
NOTICE OF ANNUAL GENERAL MEETING
(B) “THAT:
(a) subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as defined below) of all powers of the Company to purchase its shares on The Stock Exchange of Hong Kong Limited (“Stock Exchange”), or any other stock exchange on which the securities of the Company may be listed and recognised by the Securities and Futures Commission of Hong Kong (“SFC”) and the Stock Exchange for this purpose, and otherwise in accordance with the rules and regulations of the SFC, the Stock Exchange, the Companies Act of the Cayman Islands and all other applicable laws in this regard, be and the same is hereby generally and unconditionally approved;
(b) the total number of shares of the Company which may be purchased by the Company pursuant to the authority granted pursuant to paragraph (a) above during the Relevant Period shall not exceed 10 per cent. of the total number of shares of the Company in issue (excluding treasury shares, if any) as at the date of the passing of this resolution and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly;
(c) if, after the passing of this resolution, the Company conducts a share consolidation or subdivision, the number of shares subject to the limit set out in paragraph (b) above shall be adjusted to the effect that the number of shares subject to the limit set out in paragraph (b) above as a percentage of the total number of shares of the Company in issue at the time immediately before and after such consolidation or subdivision shall be the same; and
(d) for the purposes of this resolution, “Relevant Period” means the period from the date of 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 of association of the Company, the Companies Act of the Cayman Islands or any other applicable law of the Cayman Islands to be held; or
(iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution.”
- AGM-4 -
NOTICE OF ANNUAL GENERAL MEETING
(C) “THAT conditional on the passing of resolutions numbered 4(A) and 4(B) above, the general mandate granted to the Directors pursuant to paragraph (a) of resolution numbered 4(A) above be and is hereby extended by the addition to the total number of shares which may be allotted, issued or dealt with by the Directors pursuant to or in accordance with such mandate of an amount representing the total number of shares in issue purchased by the Company pursuant to or in accordance with the authority granted under paragraph (a) of resolution numbered 4(B) above.”
On behalf of the Board
Trigiant Group Limited
Qian Lirong
Chairman
Hong Kong, 23 April 2026
Principal place of business in Hong Kong:
Room 1801, 18th Floor
Tai Tung Building
8 Fleming Road
Wanchai
Hong Kong
Notes:
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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.
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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 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong by 9:30 a.m. on Tuesday, 19 May 2026 (Hong Kong time) or not less than 48 hours before the time for holding any adjourned Meeting.
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The record date for the purpose of determining the eligibility of the shareholders of the Company to attend and vote at the AGM is Thursday, 21 May 2026. In order to ascertain the entitlement to attend and vote at the Meeting, the register of members of the Company will be closed from Monday, 18 May 2026 to Thursday, 21 May 2026, both days inclusive, during which period no transfer of shares of the Company will be registered. In order to qualify for the entitlement to attend and vote at the Meeting, all transfer of shares accompanied by the relevant share certificates must be lodged with the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong by 4:30 p.m. on Friday, 15 May 2026 (Hong Kong time).
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In relation to the proposed resolution numbered 4(B) above, the Directors wish to state that they will exercise the powers conferred thereby to repurchase the securities of the Company in circumstances which they deem appropriate for the benefit of the shareholders of the Company. An explanatory statement
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AGM-5 -
NOTICE OF ANNUAL GENERAL MEETING
containing the information necessary to enable the shareholders of the Company to make an informed decision to vote on the proposed resolution as required by the Listing Rules is set out in Appendix I to the circular despatched to the shareholders of the Company on the date hereof.
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All resolutions as set out in this notice to be put to vote at the Meeting will be decided by way of poll as required by the Listing Rules.
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If a tropical cyclone warning signal no. 8 or above is hoisted, a black rainstorm warning signal, extreme conditions warning or other similar event is in force at or at any time after 6:00 a.m. on the date of the meeting, the meeting will be postponed or adjourned. The Company will post an announcement on the website of the Stock Exchange (www.hkexnews.hk) and the website of the Company (www.trigiant.com.hk) to notify shareholders of the Company of the date, time and place of the rescheduled meeting.
As at the date hereof, the board of Directors comprises the following members:
Executive Directors:
Mr. Qian Lirong
(Chairman and Group chief executive officer)
Mr. Qian Chenhui
Non-executive Director:
Mr. Zhang Dongjie
Independent non-executive Directors:
Professor Jin Xiaofeng
Mr. Zhao Huanqi
Ms. Yau Wai
- AGM-6 -