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

TRIGIANT GROUP LIMITED

俊 知 集 團 有 限 公 司*

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1300)

  1. RETIREMENT AND APPOINTMENT OF EXECUTIVE DIRECTOR AND GROUP CHIEF EXECUTIVE OFFICER;
  2. RESIGNATION AND APPOINTMENT OF ALTERNATE DIRECTOR; AND
    1. CHANGE IN THE COMPOSITION OF BOARD COMMITTEES

The Board announces that, with effect from 31 December 2019:

  1. Mr. Jiang Wei has resigned as an executive Director, Group chief executive officer, chairman of the corporate governance committee and member of the remuneration committee of the Board as he has reached the retirement age and has decided to retire from a full-time position;
  2. Mr. Qian Lirong was appointed as Group chief executive officer;
  3. Mr. Qian Chenhui was appointed as an executive Director, chairman of the corporate governance committee and member of the remuneration committee of the Board; and
  4. Mr. Qian Chenhui has resigned and Ms. Qian Liqian was appointed as an alternate director to Mr. Qian Lirong.

RETIREMENT OF EXECUTIVE DIRECTOR AND GROUP CHIEF EXECUTIVE OFFICER

The board (''Board'') of directors (''Directors'', and each, a ''Director'') of Trigiant Group Limited (''Company'', together with its subsidiaries, the ''Group'') announces that, with effect from 31 December 2019, Mr. Jiang Wei has resigned as an executive Director, Group chief executive officer, chairman of the corporate governance committee and member of the remuneration committee of the Board as he has reached the retirement age and has decided to retire from a full-time position.

  • For identification purpose only

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Mr. Jiang Wei confirmed that he did not have any disagreement with the Board and there is no other matter in relation to his retirement and resignation that needs to be brought to the attention of the shareholders of the Company and The Stock Exchange of Hong Kong Limited (''Stock Exchange'').

After the resignation of Mr. Jiang Wei as an executive Director and Group chief executive officer, Mr. Jiang Wei will remain as a consultant of the Group to provide advice to the Group relating to the business strategies and general development of our Group. The Board would like to take this opportunity to express its sincere gratitude to Mr. Jiang Wei for his invaluable contribution to the Company during his term of service.

APPOINTMENT OF GROUP CHIEF EXECUTIVE OFFICER

The Board announces that, with effect from 31 December 2019 following the resignation of Mr. Jiang Wei, Mr. Qian Lirong has been appointed as Group chief executive officer.

Mr. Qian Lirong (''Mr. Qian''), aged 55, is an executive Director and the chairman of the Board and a controlling shareholder of the Company. Mr. Qian is principally responsible for the overall strategic development of the Group's operation as well as overall management of the Group. Mr. Qian joined Jiangsu Trigiant Technology Co., Ltd. 江蘇俊知技術有限公司 (''Trigiant Technology'') in November 2007. Mr. Qian is also the chairman and general manager of Trigiant Technology and a director of certain subsidiaries of the Company. Mr. Qian is an uncle of Mr. Qian Chenhui and an uncle of Ms. Qian Liqian.

Mr. Qian has over 30 years of experience in the information and telecommunications industry, and has been involved in various divisions in the manufacturing of information and telecommunications products and components including technology development and management. Between November 2004 and January 2007, Mr. Qian was a director and an executive chairman of Hengxin Technology Ltd. (stock code: 1085), a company incorporated in Singapore, whose shares are listed on the Main Board of the Stock Exchange. Between November 2004 and February 2007, he acted as the chief executive officer of Hengxin Technology Ltd. Between June 2003 and January 2007, Mr. Qian held various positions (including chairman and general manager) in Jiangsu Hengxin Technology Co., Ltd. (江蘇亨 鑫科技有限公司), a wholly-owned subsidiary of Hengxin Technology Ltd. Between December 1996 and June 2003, Mr. Qian was general manager of Jiangsu Hengtong Cable Co., Ltd. (江蘇亨通線纜有限公司). Prior to that, Mr. Qian was an assistant to the manager in Wujiang Qidu Town Industrial Co., Ltd. (吳江市七都鎮工業公司) from September to November 1996. Between December 1988 and September 1996, Mr. Qian worked in Suzhou Wujiang Special Cable Factory (蘇州市吳江特種電纜廠 ), which was mainly engaged in the manufacture and sale of indoor communications and data cables. During that period, he held various positions including deputy director of the factory.

Mr. Qian has been awarded numerous awards in the past, including but not limited to, Jiangsu Science and Technology Entrepreneur (江蘇省科技企業家) in 2018, Outstanding Entrepreneur Leadership Award (傑出企業家領馭獎) and Wuxi Top 100 Entrepreneurs (無 錫市百名錫商人物) in 2017, Outstanding People in the Fiber Optic Communication Industry in China (中國光纖通信業界優秀人物) and The Third Jiangsu ''Top 100 Stars of Honesty'' (第三屆江蘇省「百名誠信之星」) in 2016, Most Influential Entrepreneurs in Chinese Telecommunication Optical Industry (中國通信光電纜最具影響力企業家) in 2015, Outstanding Leader of PRC Information Industry of the Year (中國信息產業年度領袖人物)

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in 2012, Chinese Outstanding Entrepreneur (Private Enterprises) (中國優秀民營企業家) in 2010, Economic People of PRC Information Industry of the Year (中國信息產業年度經濟人 物) in 2008, Outstanding People of PRC Information Industry of the Year (中國信息產業年 度新銳人物) in 2007, Outstanding Technological Entrepreneur (Private Enterprise) (中國優 秀民營科技企業家) by the China Private Enterprise Technology Association (中國民營科技 實業家協會) in 2004, Outstanding Worker in High and New Technology Industrialisation (高新技術產業化「先進工作者」) by the Ministry of Science and Technology of Jiangsu Province (江蘇省科學技術廳) in 2003 and an exemplary worker of Jiangsu Province. Mr. Qian is a senior member of China Institute of Communications, Vice President of the Jiangsu Foreign Investment Enterprise Association (江蘇省外商投資企業協會), a member of the fifth, seventh and eighth Communications Cable Committee (通信線路委員會) of China Institute of Communications, Vice President of Jiangsu Provincial Information Association (江蘇省信息化協會), Vice President of Jiangsu Association of Industrial Economic (江蘇省 工業經濟聯合會), Vice President of Jiangsu Enterprises Confederation (江蘇省企業聯合會), Vice President of Jiangsu Province Enterprises Directors Association (江蘇省企業家協會), Vice President of Jiangsu Enterprise Information Association (江蘇省企業信息化協會), Vice President of Yixing Federation of Industry and Commerce (宜興市工商聯), Vice President of Yixing General Chamber of Commerce (宜興市總商會), the representative of the Wuxi Municipal People's Congress of the Communist Party of China for several terms, as well as the member of The Chinese People's Political Consultative Conference of Yixing City Committee and the representative of the Yixing Municipal People's Congress for several terms. Mr. Qian is a director of many education institutions, including Changshu Institute of Technology (formerly known as Changshu Machinery and Industrial Employees' University (常熟市機械工業職工大學)) and Yixing Middle School Jiangsu Province, as well as the chairman of the editorial board of Year Book of China Fiber Optic Communication.

Mr. Qian graduated from Changshu Institute of Technology in 1987 and completed the No. 3 Industrial and Regional Culture and Economic Management Postgraduate Course offered by Shanghai Social Science Institute (Arts Research Centre) (上海社會科學院文學研究所的第 三產業暨區域文化經濟管理碩士研究生班) in 2004. In 2012, he also obtained a bachelor degree from China University of Petroleum, Beijing. Mr. Qian is a senior engineer, senior economist, and a visiting professor of Changshu Institute of Technology.

As at the date of this announcement, (i) save as disclosed above, Mr. Qian had not held any other major appointment and qualifications or directorship in other listed company in the last three years, and (ii) nor does he have any relationship with any Director, senior management, substantial shareholders or controlling shareholders (having the meaning ascribed to it in the Rules Governing the Listing of Securities on the Stock Exchange (''Listing Rules'')) of the Company. Save as mentioned above, as at the date of this announcement, Mr. Qian did not hold other positions with the Company or other members of the Group.

As at the date of this announcement, Mr. Qian was interested in 523,521,750 shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (''SFO'').

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Mr. Qian has entered into a service agreement with the Company pursuant to which he agreed to act as executive Director for a fixed term of three years commencing on 19 March 2018. He is subject to retirement by rotation and re-election at the annual general meetings of the Company pursuant to the Articles. The current annual salary of Mr. Qian is HK$600,000 and RMB480,000 which was determined with reference to his duties, responsibilities and the results of the Group. In addition, he is also entitled to a discretionary management bonus provided that the aggregate amount of the bonuses payable to all executive Directors for any financial year of the Company may not exceed 10% of the audited combined or consolidated audited net profit of the Group (after taxation and minority interests and payment of such bonuses but before extraordinary or exceptional items) in respect of that financial year of the Company.

Save as disclosed above, there is no further information to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters relating to the appointment of Mr. Qian that need to be brought to the attention of the shareholders of the Company.

Under the code provision A.2.1 of Appendix 14 to the Listing Rules, the roles of chairman and chief executive officer should be separate and should not be performed by the same individual. The division of responsibilities between the chairman and chief executive officer should be clearly established and set out in writing. With the appointment of Mr. Qian as the Group chief executive officer, the roles of the chairman and the chief executive officer of the Group is not separated and are performed by the same individual, Mr. Qian. Mr. Qian joined the Group in 2007 and, as executive Director and chairman of the Board, is principally responsible for the overall strategic development of the Group's operation as well as overall management of the Group. The Board believes that vesting both the roles of chairman and chief executive officer in the same person can ensure consistent leadership and enables more effective and efficient overall strategic planning for the Group. In addition, the Board is of the view that the balanced composition of executive and non-executive Directors (including the independent non-executive Directors) on the Board and the various committees of the Board (primarily comprising independent non-executive Directors) in overseeing different aspects of the Company's affairs would provide adequate safeguards to ensure a balance of power and authority. As such, the Directors consider that this structure will not impair the balance of power and authority between the Directors and the management of the Group and believe that this structure will enable the Group to make and implement decisions promptly and efficiently.

APPOINTMENT OF EXECUTIVE DIRECTOR

The Board announces that, with effect from 31 December 2019, Mr. Qian Chenhui has been appointed as an executive Director, chairman of the corporate governance committee and member of the remuneration committee of the Board.

Mr. Qian Chenhui, aged 34, joined the Group in March 2011 and has been serving as the general manager of the Investment Securities Department of Trigiant Technology since January 2017 and has been promoted as the group vice general manager of the Company since March 2019. Mr. Qian Chenhui has served as the chairman and general manager of Jiangsu Trigiant Sensing Technology Co., Ltd. (江蘇俊知傳感技術有限公司), a subsidiary of the Company, since June 2019. Mr. Qian Chenhui read Engineering Science at Brasenose

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College, University of Oxford from October 2006 and obtained a Master degree with Honour in Engineering Science from University of Oxford in June 2011. Mr. Qian is an uncle of Mr. Qian Chenhui and Ms. Qian Liqian is a cousin of Mr. Qian Chenhui. Prior to his resignation, Mr. Qian Chenhui was as an alternate director to Mr. Qian.

As at the date of this announcement, save as mentioned above, Mr. Qian Chenhui has not held any other major appointment and qualifications or directorship in other listed company in the last three years, nor does he have any relationship with any Director, senior management, substantial shareholders or controlling shareholders (having the meaning ascribed to it in the Listing Rules) of the Company. Following the resignation of Mr. Jiang Wei as directors of various members of the Group, Mr. Qian Chenhui has been appointed as directors of various subsidiaries of the Company in place of Mr. Jiang Wei. Save as mentioned above, as at the date of this announcement, Mr. Qian Chenhui does not hold other positions with the Company or other members of the Group.

As at the date of this announcement, Mr. Qian Chenhui held share options entitling him to subscribe for 480,000 shares of the Company within the meaning of Part XV of the SFO.

Mr. Qian Chenhui has entered into a service agreement with the Company pursuant to which he agreed to act as executive Director for a fixed term of three years commencing on 31 December 2019. He is subject to retirement by rotation and re-election at the annual general meetings of the Company pursuant to the Articles. The current annual salary of Mr. Qian Chenhui is RMB240,000 which was determined with reference to his duties, responsibilities and the results of the Group. In addition, he is also entitled to a discretionary management bonus provided that the aggregate amount of the bonuses payable to all executive Directors for any financial year of the Company may not exceed 10% of the audited combined or consolidated audited net profit of the Group (after taxation and minority interests and payment of such bonuses but before extraordinary or exceptional items) in respect of that financial year of the Company.

Save as disclosed above, there is no further information to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters relating to the appointment of Mr. Qian Chenhui that need to be brought to the attention of the shareholders of the Company.

The Board would like to express its warm welcome to Mr. Qian Chenhui on his appointment.

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RESIGNATION AND APPOINTMENT OF ALTERNATE DIRECTOR

The Board announces that, with effect from 31 December 2019, Mr. Qian Chenhui has resigned as an alternate director to Mr. Qian, and Ms. Qian Liqian was appointed as an alternate director to Mr. Qian.

Mr. Qian Chenhui confirmed that he did not have any disagreement with the Board and there is no other matter in relation to his resignation as alternate director to Mr. Qian that needs to be brought to the attention of the shareholders of the Company and the Stock Exchange.

Ms. Qian Liqian, aged 30, has been the manager of the treasury management department of Trigiant Technology since November 2012. Ms. Qian Liqian obtained the degree of Bachelor of Business Studies with a major in Finance from Massey University, New Zealand in April 2012. Mr. Qian is an uncle of Ms. Qian Liqian and Mr. Qian Chenhui is a cousin of Ms. Qian Liqian.

As at the date of this announcement, Ms. Qian Liqian was not interested in any shares of the Company within the meaning of Part XV of the SFO.

The Company does not have any service contract with Ms. Qian Liqian in respect of her appointment as an alternate Director and there is no fixed term of service with the Company as an alternate Director. Pursuant to the articles of association of the Company, the appointment of an alternate Director shall determine on the happening of any event which, if she were a Director, would cause her to vacate such office or if her appointor ceases for any reason to be a Director. As an alternate director to Mr. Qian, Ms. Qian Liqian will not receive any remuneration from the Company.

Save as disclosed above, there is no further information to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters relating to the appointment of Ms. Qian Liqian that need to be brought to the attention of the shareholders of the Company.

On behalf of the Board

Trigiant Group Limited

Qian Lirong

Chairman

Hong Kong, 31 December 2019

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As at the date of this announcement, the Board comprises the following members:

Executive Directors:

Mr. Qian Lirong (Chairman and Group chief

executive officer)

Mr. Qian Chenhui

Non-executive Director:

Mr. Xia Bin

Independent non-executive Directors:

Professor Jin Xiaofeng

Mr. Chan Fan Shing

Mr. Chen Gang

Alternate Director to Mr. Qian Lirong:

Ms. Qian Liqian

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Trigiant Group Limited published this content on 31 December 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 31 December 2019 10:16:01 UTC