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 obtain independent professional advice or 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 Trinity Limited, you should at once hand this circular and the accompanying form of proxy and, if applicable, the annual report 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. TRINITY LIMITED 利邦控股有限公司* (Incorporated in Bermuda with limited liability) (Stock Code: 891) PROPOSALS FOR GENERAL MANDATE TO ISSUE SHARES GENERAL MANDATE TO REPURCHASE SHARES RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING A notice convening the annual general meeting of Trinity Limited to be held at Ground Floor, Hong Kong Spinners Industrial Building, Phases I & II, 800 Cheung Sha Wan Road, Kowloon, Hong Kong on Thursday, 17 May 2018 at 11:30 am is set out on pages 13 to 16 of this circular. Whether or not you are able to attend the meeting, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and deposit it with the Company’s Hong Kong branch share registrar, 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 appointed for the meeting. Completion and return of the form of proxy will not preclude you from attending and voting at the meeting should you so desire. * For identification purposes only 17 April 2018 CONTENT Page Definitions ............................................................... 1 Letter from the Board ...................................................... 2 Appendix I – Explanatory Statement ...................................... 6 Appendix II – Information of Retiring Directors Proposed for Re-election ......... 9 Notice of Annual General Meeting ............................................. 13 Printed on environmentally-friendly paper –i– DEFINITIONS In this circular, unless the context otherwise requires, the following expressions have the following meanings: “Annual General Meeting” annual general meeting of the Company to be held at Ground Floor, Hong Kong Spinners Industrial Building, PhasesI&II, 800 Cheung Sha Wan Road, Kowloon, Hong Kong on Thursday, 17 May 2018 at 11:30 am, notice of which is set out on pages 13 to 16 of this circular “Board” board of Directors or a duly authorised committee thereof “Bye-laws” bye-laws of the Company “Company” Trinity Limited, a company incorporated in Bermuda with limited liability, the shares of which are listed on the Main Board of the Stock Exchange “Director(s)” director(s) of the Company “Group” Company and its subsidiaries “Hong Kong” Hong Kong Special Administrative Region of the People’s Republic of China “Latest Practicable Date” 13 April 2018, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained in this circular “Listing Rules” Rules Governing the Listing of Securities on the Stock Exchange, as amended from time to time “Member(s)” duly registered holder(s) from time to time of the Share(s) “Notice” notice of the Annual General Meeting set out on pages 13 to 16 of this circular “Share(s)” share(s) of HK$0.10 each in the share capital of the Company “Shareholder(s)” holder(s) of Share(s) in issue “Stock Exchange” The Stock Exchange of Hong Kong Limited “Takeovers Code” The Hong Kong Code on Takeovers and Mergers “HK$” and “HK cents” Hong Kong dollars and cents respectively, the lawful currency of Hong Kong “%” per cent –1– LETTER FROM THE BOARD TRINITY LIMITED 利邦控股有限公司* (Incorporated in Bermuda with limited liability) (Stock Code: 891) Executive Directors: Registered Office: Mr Jeremy Paul Egerton HOBBINS (Chief Executive Officer) Clarendon House Mr Srinivasan PARTHASARATHY (Chief Financial Officer) 2 Church Street Hamilton HM 11 Non-executive Directors: Bermuda Dr Victor FUNG Kwok King GBM, GBS, CBE (Chairman) Ms Sabrina FUNG Wing Yee (Deputy Chairman) Principal Place of Business: Dr William FUNG Kwok Lun SBS, OBE, JP 8/F, LiFung Tower Mr Terence FUNG Yue Ming 888 Cheung Sha Wan Road Mr Jean-Marc LOUBIER Kowloon Mr WONG Yat Ming Hong Kong Independent Non-executive Directors: Mrs Eva CHENG LI Kam Fun Mr Cassian CHEUNG Ka Sing Mr Michael LEE Tze Hau Mr Patrick SUN 17 April 2018 To Shareholders Dear Sirs or Madams PROPOSALS FOR GENERAL MANDATE TO ISSUE SHARES GENERAL MANDATE TO REPURCHASE SHARES RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING INTRODUCTION The purposes of this circular are to give you notice of the Annual General Meeting, and information on certain matters to be dealt with at the Annual General Meeting, which include (i) grant of general mandates to issue and repurchase Shares; and (ii) re-election of Directors. * For identification purposes only –2– LETTER FROM THE BOARD GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES At the annual general meeting of the Company held on 7 June 2017, general and unconditional mandates were given to the Directors to allot, issue and deal with additional Shares and to repurchase Shares. These mandates will lapse at the conclusion of the Annual General Meeting. The Directors believe that the renewal of such general mandates is in the interests of the Company and the Shareholders. Accordingly, the following ordinary resolutions will be proposed at the Annual General Meeting to give Directors general and unconditional mandates to exercise powers of the Company to issue and to repurchase Shares: (i) an ordinary resolution (resolution numbered 4) to give the Directors a general and unconditional mandate to allot, issue and deal with additional Shares up to (a) 20% of the total number of issued Shares as at the date of the Annual General Meeting (the “Issue Mandate”) plus (b) (if the Directors are so authorised by a separate resolution (resolution numbered 6) of the Shareholders) the total number of the Shares repurchased by the Company subsequent to the passing of such resolution by the Shareholders as described below (collectively the “Issue Mandates”); and (ii) an ordinary resolution (resolution numbered 5) to give the Directors a general and unconditional mandate to repurchase Shares up to 10% of the total number of issued Shares as at the date of the Annual General Meeting (the “Repurchase Mandate”). Based on the 1,747,298,883 Shares in issue as at the Latest Practicable Date and assuming no Shares are issued or repurchased before the Annual General Meeting, the Company would be allowed to issue a maximum of 349,459,776 Shares under the Issue Mandate and to repurchase a maximum of 174,729,888 Shares under the Repurchase Mandate. Shareholders are invited to refer to the Notice set out on pages 13 to 16 for full text of the above-mentioned ordinary resolutions in relation to the Issue Mandates and Repurchase Mandate. The explanatory statement required under rule 10.06(1)(b) of the Listing Rules containing all the information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the ordinary resolution in relation to the Repurchase Mandate is set out in Appendix I to this circular. –3– LETTER FROM THE BOARD RE-ELECTION OF DIRECTORS Pursuant to Bye-law 84, at each annual general meeting one-third of the Directors shall retire from office by rotation provided that every Director shall be subject to retirement at least once every three years. Accordingly, Dr Victor FUNG Kwok King, Mrs Eva CHENG LI Kam Fun, Mr Srinivasan PARTHASARATHY and Mr WONG Yat Ming shall retire by rotation at the forthcoming annual general meeting and be eligible for re-election. Mrs Eva CHENG LI Kam Fun, an Independent Non-executive Director, has given to the Company her confirmation of independence pursuant to rule 3.13 of the Listing Rules. The Nomination Committee noted that Mrs Cheng has met the independence guidelines set out in rule 3.13 of the Listing Rules and considers her to be independent and thus recommends her to be re-elected as a Director. Information of the Directors proposed to be re-elected at the Annual General Meeting is set out in Appendix II to this circular. Under resolution numbered 2 in the Notice, the re-election of Directors will be individually voted on by the Shareholders. ANNUAL GENERAL MEETING The Notice convening the Annual General Meeting is set out on pages 13 to 16 of this circular. The record date for determining Members’ rights to attend and vote at the Annual General Meeting is Friday, 11 May 2018. Members who are entitled to attend and vote at the Annual General Meeting are those whose names appear on the Register of Members of the Company as at the close of business on Friday, 11 May 2018. In order to qualify for attending and voting at the said Meeting, all properly completed transfer forms accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, for registration no later than 4:30 pm on Friday, 11 May 2018.