Trigiant : Circulars - Grant of General Mandates to Issue and Repurchase Shares, Re-election of Directors and Notice of Annual General Meeting

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 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 to be held at 9:30 a.m. on Monday, 20 May 2019 at Falcon Room I, Gloucester Luk Kwok Hong Kong, 72 Gloucester Road, Wan Chai, Hong Kong is set out on pages AGM-1 to AGM-5 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 Tuesday, 14 May 2019 to Monday, 20 May 2019, 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 Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong by 4:30 p.m. on Friday, 10 May 2019 (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 Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong by 9:30 a.m. on Saturday, 18 May 2019 (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 in person 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 purpose only

15 April 2019

	CONTENTS
		Page
Definitions .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		3
General mandates to issue and repurchase Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		4
Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		5
Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		6
Closure of register of members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		6
Responsibility statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		6
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		7
General information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		7
Appendix I	- Explanatory statement on the Repurchase Mandate . . . . . . . . . . . .	8
Appendix II	- Details of the Directors for re-election . . . . . . . . . . . . . . . . . . . . . . . . .	11
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		AGM-1

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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 Monday, 20 May 2019, the notice of which is
	set out on pages AGM-1 to AGM-5 of this circular and any
	adjournment thereof
''Articles''	the articles of association of the Company, as amended
	from time to time
''Board''	the board of Directors
''Companies Law''	the Companies Law, Cap. 22 (Law 3 of 1961, as
	consolidated and 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 and issued under
	the General Mandate
''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 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
''Hong Kong''	the Hong Kong Special Administrative Region of the
	People's Republic of China
''Latest Practicable Date''	10 April 2019, being the latest practicable date prior to the
	printing of this circular for the purpose of ascertaining
	certain information contained herein

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DEFINITIONS

''Listing Rules''

''PRC''

''Repurchase Mandate''

''SFO''

''Share(s)''

''Shareholder(s)'' ''Stock Exchange'' ''Takeovers Code'' ''%''

the Rules Governing the Listing of Securities on the Stock Exchange

the People's Republic of China, and for the purpose of this c i r c u l a r , e x c l u d e s H o n g K o n g , M a c a u S p e c i a l Administrative Region of the People's Republic of China and Taiwan

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 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

the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

the ordinary share(s) of HK$0.01 each in the share capital of the Company

holder(s) for the time being of the Share(s)

The Stock Exchange of Hong Kong Limited

the Hong Kong Code on Takeovers and Mergers

per cent.

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LETTER FROM THE BOARD

TRIGIANT GROUP LIMITED

俊 知 集 團 有 限 公 司*

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1300)

Executive Directors:	Registered office:
Mr. Qian Lirong (Chairman)	Cricket Square
Mr. Jiang Wei (Group chief executive officer)	Hutchins Drive
	P.O. Box 2681
Non-executive Director:	Grand Cayman KY1-1111
Dr. Fung Kwan Hung	Cayman Islands
Independent non-executive Directors:	Principal place of
Professor Jin Xiaofeng	business in Hong Kong:
Mr. Chan Fan Shing	Room 1801, 18th Floor
Ms. Jia Lina	Tai Tung Building
	8 Fleming Road
Alternate Director to Mr. Qian Lirong:	Wanchai
Mr. Qian Chenhui	Hong Kong
	15 April 2019
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 purpose only

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