UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

(RULE 14a-101)

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a)

OF THE SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant [X]

Filed by a Party other than the Registrant [   ]

Check the appropriate box:

[   ]  Preliminary Proxy Statement

[   ]  Confidential, for Use of the Commission only (as permitted by Rule 14a-6(e)(2))

[   ]  Definitive Proxy Statement

[X]  Definitive Additional Materials

[   ]  Soliciting Material Pursuant to Rule 240.14a-12

TRIO-TECH INTERNATIONAL

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X]  No fee required.

[   ]  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)

Title of each class of securities to which transaction applies: _____________

(2)

Aggregate number of securities to which transaction applies: _____________

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): _____________

(4)

Proposed maximum aggregate value of transaction: _____________

(5)

Total fee paid: _____________

[   ]  Fee paid previously with preliminary materials:

[   ]  Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)

Amount Previously Paid: _____________

(2)

Form, Schedule or Registration Statement No.: _____________

(3)

Filing Party: _____________

(4)

Date Filed: _____________

SUPPLEMENT TO THE

PROXY STATEMENT DATED OCTOBER 24, 2019

FOR THE ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON DECEMBER 3, 2019

This proxy statement supplement, dated November 7, 2019 (the “Supplement”), supplements the definitive proxy statement on Schedule 14A, dated October 24, 2019 and filed with the Securities and Exchange Commission on October 24, 2019 (the “Proxy Statement”), of Trio-Tech International (the “Company”) furnished to holders of the Common Stock of the Company in connection with the solicitation of proxies on behalf of the Board of Directors of the Company for use at the Annual Meeting of Shareholders of the Company to be held on December 3, 2019 (the “Annual Meeting”), or any adjournment to postponement thereof. Except as specifically supplemented by the information contained in this Supplement, all information in the Proxy Statement continues to apply and should be considered in voting your shares.

Although, in connection with the holding of the Annual Meeting, the Company included in its distribution to shareholders (or made available to its shareholders in accordance with the rules and regulations under the Securities Exchange Act of 1934, as amended) the annual report of the Company, the Proxy Statement (which included the notice of meeting) and the proxy card for use in connection with the Annual Meeting, the Company inadvertently omitted in its filing of the Proxy Statement with the Securities Exchange Commission a copy the proxy card for the Annual Meeting. Attached with this Supplement is the proxy card for the Annual Meeting.

No items presented in the Proxy Statement are affected by this Supplement, and you should carefully review the Proxy Statement prior to voting your shares pursuant to the proxy card or in person at the Annual Meeting. The Company knows of no matters to be submitted to the Annual Meeting other than those presented in the Proxy Statement.

By Order of the Board of Directors

A. CHARLES WILSON

Chairman

November 7, 2019

Van Nuys, California