SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a)

OF THE SECURITIES EXCHANGE ACT OF 1934

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[ ] Preliminary Proxy Statement

o	~~Preliminary Proxy Statement~~
o	[ ] Confidential, for Use of the Commission only (as permitted by Rule 14a-6(e)(2))
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o	~~Definitive Additional Materials~~
o	~~Soliciting Material Pursuant to Rule 240.14a-12~~

[X] Definitive Proxy Statement

[ ] 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)

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

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Be Held December ~~6, 2011~~9, 2013

1.	Election of directors to hold office until the next Annual Meeting of Shareholders;

2.	To hold a non-binding, advisory vote on the compensation of our named executive officers;

3.	To hold a non-binding, advisory vote on the frequency of the advisory vote on the compensation of our named executive officers;

4.	An amendment to the 2007 Directors Equity Incentive Plan to increase the number of shares of Common Stock authorized for issuance thereunder from 400,000 shares to 500,000 shares; and

2.5.	Transaction of such other business as may properly come before the meeting or any adjournment thereof.

By Order of the Board of Directors

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE REQUESTED TO MARK, DATE AND SIGN THE ENCLOSED PROXY CARD AND RETURN IT AS PROMPTLY AS POSSIBLE IN THE ENCLOSED POSTAGE-PREPAID RETURN ENVELOPE SO THAT IF YOU ARE UNABLE TO ATTEND THE ANNUAL MEETING, YOUR SHARES MAY BE VOTED.

THANK YOU FOR ACTING PROMPTLY

FOR THE ANNUAL MEETING OF ~~STOCKHOLDERS~~SHAREHOLDERS

TRIO-TECH INTERNATIONAL, INC.

To Be Held on December ~~6, 2011~~9, 2013

Record Date and Voting Securities

For purposes of Proposal 3, the advisory vote regarding the frequency of the advisory vote on executive compensation, the option of one year, two years or three years that receives the highest number of votes cast by shareholders will be the frequency for the advisory vote on executive compensation deemed recommended by the Company's shareholders. Abstentions, withheld votes and broker non-votes will have no effect in determining the frequency option that is recommended by shareholders.

Approval of the amendment to the 2007 Directors Equity Incentive Plan to increase the authorized number of shares authorized for issuance thereunder (Proposal 4) requires the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on that proposal. Abstentions and broker non-votes will not be voted for or against the proposal. Because abstentions from voting will be considered shares present at the Annual Meeting and entitled to vote, the abstentions will have the effect of a negative vote as a majority of the shares represented at the meeting is required for approval of the amendment to the 2007 Directors Equity Incentive Plan. Because broker non-votes are not included in the determination of the number of shares present at the meeting and entitled to vote, broker non-votes will have no legal effect on the vote.

Deadline for Voting by Proxy

In order to be counted, votes cast by proxy must be received prior to the Annual Meeting.

Revocability of Proxies

~~TRIO-TECH INFORMATION~~

ELECTION OF DIRECTORS

Information With Respect to Directors

NAME	AGE	PRINCIPAL OCCUPATION
A. Charles Wilson	8789	Chairman of the Board of Trio-Tech International
		Chairman of the Board of Ernest Paper Packaging Solutions, Inc. Attorney at Law & Business Consultant,
		Chairman of the Board of Daico Industries, Inc.

S. W. Yong	5860	Chief Executive Officer and President of Trio-Tech International

Richard M. Horowitz	7172	President of Management Brokers Insurance Agency
		Chairman of the Board of Dial 800, Inc. International President of ~~Ash~~Aish Ha Torah Institutions
Jason T. Adelman	4244	~~Chairman and CEO~~Chief Executive Officer of Burnham Hill Capital Group

Victor ~~H.M.~~H. M. Ting

5759

Chief Financial Officer and Vice President of Trio-Tech International

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In determining that Mr. Ting should serve on the Company’s Board of Directors, the Board has considered, among other qualifications, his expertise in finance, accounting and management based on his ~~nineteen~~21 year history as Vice-President and Chief Financial Officer of the Company and his intimate knowledge of the Company’s operations.

~~Vote Required for Election~~

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Vote Required for Election

The five persons receiving the highest number of affirmative votes will be elected as directors of the Company. Votes against a nominee or withheld from voting (whether by abstention, broker non-votes or otherwise) will have no legal effect on the vote.

The Board recommends a vote FOR each of the nominees for director.

PROPOSAL 2

ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION

Pursuant to Section 14A of the Exchange Act, we are required to provide shareholders with the opportunity to vote to approve, on a non-binding, advisory basis, the compensation which we paid to our Named Executive Officers for the fiscal year ended June 30, 2013. This advisory vote, commonly known as a “Say-on-Pay” vote, gives our shareholders the opportunity to express their views on the Company’s executive compensation policies and programs and the compensation paid to our Named Executive Officers for the fiscal year ended June 30, 2013.

We are asking our shareholders to indicate their support for the fiscal 2013 compensation of our Named Executive Officers as described in this Proxy Statement by approving the following resolution at the Annual Meeting:

“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed in the Company’s Proxy Statement for the 2013 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the compensation tables and accompanying narrative disclosure, is hereby APPROVED.”

The Board of Directors believes that the Company’s executive compensation program effectively reflects the goals and objectives described in the Compensation Discussion and Analysis and the Executive Compensation sections of this Proxy Statement and the overall compensation philosophy of the Company.

The vote on this Proposal 2 is advisory only and therefore is not binding on the Company, the Board of Directors or the Compensation Committee. However, the Board of Directors and the Compensation Committee will review and consider the voting results in crafting their approach to future executive compensation matters.

The Board of Directors recommends a vote FOR approval of the above advisory resolution.

PROPOSAL 3

ADVISORY RESOLUTION ON THE FREQUENCY OF THE SHAREHOLDERS’ SAY ON PAY VOTE

Pursuant to the above-described legislation, we are also required to provide our shareholders with the opportunity to vote to advise on whether the Say-on-Pay vote should occur every one, two or three years, the so-called “Say-on-Frequency” vote. Under this Proposal 3, shareholders may vote to hold a Say-on-Pay vote every year, every two years or every three years. Shareholders may also abstain from voting. This is an advisory vote and is, therefore, non-binding.

The Board has determined that an advisory vote on executive compensation every three years is the best approach for the Company. In making this determination, the Board considered whether an advisory vote at this frequency provides the Company's shareholders with sufficient time to evaluate the effectiveness of its overall compensation philosophy, policies and practices in the context of our long-term business results, while avoiding more emphasis on short term variations in compensation and business results. An advisory vote occurring once every three years will permit the Company's shareholders to observe and evaluate the impact of any changes to the Company's executive compensation policies which have occurred since the last Say-on-Pay vote on executive compensation.

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While this vote is advisory and non-binding, the Board of Directors and the Compensation Committee will take into consideration the outcome of the vote in setting a policy with respect to the frequency of future advisory votes on executive compensation. When considering the frequency of future advisory votes on executive compensation, the Board of Directors and the Compensation Committee may decide that it is in the best interests of our shareholders and the Company to hold an advisory vote on executive compensation more or less frequently than the frequency receiving the most votes cast by our shareholders. If the policy is determined in accordance with the Board’s current recommendation, the next Say-on-Pay vote would be held at the 2016 annual meeting of shareholders.

We are required to have a Say-on-Frequency vote at least once every six years. The next Say-on-Frequency vote would held be no later than the annual meeting to be held in 2019.

The Board of Directors recommends that you vote FOR “THREE YEARS” (i.e., once every three years) as the frequency of future advisory votes on executive compensation.

PROPOSAL 4

APPROVE AMENDMENT TO 2007 DIRECTORS EQUITY INCENTIVE PLAN

On December 3, 2007, our shareholders approved the adoption of the Company's 2007 Directors Equity Incentive Plan (the “2007 Directors Plan”). Up to 200,000 shares of Common Stock (subject to adjustment in the event of stock splits and other similar events) were initially issuable pursuant to awards granted under the 2007 Directors Plan. The 2007 Directors Plan was amended to increase the number of shares authorized for issuance thereunder to 400,000 shares, which amendment was approved by our shareholders on December 14, 2010. The Board of Directors is proposing to further increase the number of shares authorized for issuance under the 2007 Directors Plan to 500,000 shares, reflecting an increase of 100,000 shares. A copy of the proposed amendment is attached to this Proxy Statement as Appendix A.

The purpose of the 2007 Directors Plan is to create an incentive for members to serve on the Board of Directors of the Company and contribute to its long-term growth and profitability objectives. The Board of Directors believes that the 2007 Directors Plan has proved to be of substantial value in stimulating the efforts of members of the Board of Directors by aligning a portion of their compensation with the interests of the shareholders of the Company. As of October 24, 2013, there were only 60,000 shares available for grant under the 2007 Directors Plan. Thus, on October 24, 2013, the Board of Directors adopted an amendment to the 2007 Directors Plan, subject to shareholder approval, to increase the total number of shares authorized for grant under the 2007 Directors Plan from 400,000 shares to 500,000 shares of Common Stock. No other changes are proposed to be made to the terms of 2007 Directors Plan.

A summary of the principal provisions of the 2007 Directors Plan is set forth below.

Description of the 2007 Directors Equity Incentive Plan

The 2007 Directors Plan provides for the grant to directors of the Company of stock options or restricted stock awards to purchase shares of Common Stock. The 2007 Directors Plan is administered by the Board of Directors or a committee of the Board (the "Administrator"), which body determines the meaning and application of the provisions of the 2007 Directors Plan and related option agreements. The persons eligible to participate in the 2007 Directors Plan are the directors of the Company. Currently, there are five directors, including the Chief Executive Officer and Chief Financial Officer of the Company. The Chief Executive Officer and the Chief Financial Officer are also entitled to be granted options under the Employee Stock Option Plan (the “2007 Employee Plan”).

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Options granted under the 2007 Directors Plan may only be nonqualified stock options. The exercise price of each option granted under the 2007 Directors Plan is to be 100% of the fair market value of the underlying shares on the date of grant. Fair market value will be determined as provided in the 2007 Directors Plan, which valuation methodology is intended to come within the parameters of Section 409A of the Code and the regulations thereunder. Each option is fully exercisable on the date of the grant and has a term of five years from the date of the grant. Options granted under the 2007 Directors Plan are in addition to the cash fee paid to each director. Generally, options may be exercised only by the individual to whom the option is granted, and are not transferable or assignable, except that in the event of an optionee's death or legal disability, the optionee's heirs or legal representatives may exercise the options for a period not to exceed twelve months.

Options will cease to be exercisable upon the terms set forth in the specific option agreement; provided, however, that the options will be exercisable within twelve months of death or disability and within three months of retirement of a director. Upon termination for cause, a participant's options will be rescinded.

With the approval of the Company’s Board of Directors or an appropriate committee, a director may be granted one or more restricted stock awards under the Plan. Such awards will be grants of shares of Common Stock on such terms and conditions, consistent with the other provisions of the Plan, as may be determined by the Board of Directors or the committee and set forth in a restricted stock agreement with the directors. To date, no restricted stock awards have been made under the 2007 Directors Plan.

The Board of Directors may terminate or amend the 2007 Directors Plan without the approval of the Company's shareholders, but shareholder approval is required to amend the Plan to increase the number of shares, to change the class of persons eligible to participate in the Plan, to extend the maximum five-year exercise period or to permit an option exercise price to be fixed at less than 100% of the fair market value as of the date of grant.

The amount of shares reserved for issuance under the 2007 Directors Plan and the terms of outstanding options will be adjusted in the event of changes in the outstanding Common Stock by reason of stock dividends, stock splits, reverse stock splits, split-ups, consolidations, recapitalizations, reorganizations or like events.

Certain Federal Income Tax Consequences

The following is a brief summary of the principal federal income tax consequences to the Company and an eligible person (who is a citizen or resident of the United States for U.S. federal income tax purposes) of options and restricted stock awards granted under the 2007 Directors Plan. The summary is not intended to be exhaustive and, among other things, does not describe state, local or foreign tax consequences. The federal income tax consequences of an eligible person’s award under the 2007 Directors Plan are complex, are subject to change and differ from person to person. Each person should consult with his or her own tax adviser as to his or her own particular situation.

This discussion is based on the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations promulgated under the Code, Internal Revenue Service rulings, judicial decisions and administrative rulings as of the date of this Proxy Statement, all of which are subject to change or differing interpretations, including changes and interpretations with retroactive effect. No assurance can be given that the tax treatment described herein will remain unchanged at the time that grants of stock options and/or restricted stock are made under the 2007 Directors Plan.

Options. An optionee generally recognizes no taxable income as the result of the grant of a non-qualified stock option. Upon exercise of such an option, the optionee generally recognizes ordinary income in an amount equal to the excess of the fair market value of the shares on the date of exercise over the option price paid for such shares. Upon the sale of stock acquired by the exercise of a non-qualified stock option, any gain or loss, based on the difference between the sale price and the optionee’s basis in the stock (consisting of the excise price plus the amount recognized as ordinary income upon exercise of the option) will be taxed as short-term or long-term capital gain or loss, depending upon the length of time the optionee has held the stock from the date of exercise. No tax deduction is available to the Company upon either the grant of the option or the sale of stock acquired pursuant to the exercise of such option. The Company is entitled to a deduction at the time the option is exercised in an amount equal to the amount of ordinary income recognized by the optionee upon exercise of the option. Special rules apply under Section 16(b) of the Exchange Act if a participant exercises an option within six months of the date of grant.

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Under the terms of the 2007 Directors Plan, all options must be granted with an exercise price per share equal to the fair market value of a share of the Company’s common stock on the grant date. The final Treasury Regulations under Section 409A exclude from the provisions of that section any stock options granted with an exercise price of not less than the fair market value of the stock on the grant date, provided that the number of shares subject to the option is fixed on the date of grant. The stock options granted pursuant to the 2007 Directors Plan are intended to be exempt from Section 409A, and the 2007 Directors Plan contains definitions of “fair market value” and “grant date” that are consistent with those set forth in the Treasury Regulations under Section 409A. As a result, non-qualified stock options granted pursuant to the 2007 Directors Plan should not be subject to the accelerated income tax and excise tax provisions of Section 409A of the Code.

Restricted Stock Issuances. As long as restricted stock remains both nontransferable and subject to a substantial risk of forfeiture, there are generally no tax consequences resulting from the issuance of such restricted stock for either the participant or the Company. At such time as the restricted stock either becomes transferable or is no longer subject to a substantial risk of forfeiture, the participant will recognize ordinary income in an amount equal to the excess of the fair market value of the stock at such time over the amount, if any, that the recipient paid for the stock. However, the participant may elect under Section 83(b) of the Code, within 30 days after the issuance of such restricted stock, to recognize as ordinary income at the time of issuance the excess, if any, of the fair market value of such restricted stock (valued at the date of issuance as if it were unrestricted) over the amount that the recipient paid for it, as ordinary income. The Company will be entitled to a compensation deduction at the time the participant recognizes ordinary income equal to the amount of ordinary income recognized by the participant. If such an election under Section 83(b) is made and the stock is ultimately forfeited, the participant will not be entitled to a deduction for the amount previously recognized as ordinary income.

When stock that was formerly restricted stock is sold or otherwise disposed of, the tax treatment will depend on whether the participant made the election described in the previous paragraph. If the participant did not make the election, disposition of the stock will result in a long or short term capital gain or loss, depending on the length of time from the date the restrictions lapsed to the date of sale or other disposition, in an amount equal to the difference between the amount received on disposition and the sum of any amount paid by the participant for the restricted stock and the amount recognized by the participant as ordinary income on the date the restrictions lapsed. If the participant made the election, disposition of the stock will result in a long or short term capital gain or loss, depending on the length of time from the date of the restricted stock issuance to the date of disposition, in an amount equal to the difference between the amount received on disposition and the sum of any amount paid by the participant for the restricted stock and the amount recognized by the recipient as ordinary income at the time of the grant.

The final Treasury Regulations under Section 409A exclude from the provisions of that section any restricted stock issued subject to a substantial risk of forfeiture, regardless of whether the recipient makes an election under Section 83(b). As a result, restricted stock issued pursuant the 2007 Directors Plan should not be subject to the accelerated income tax and excise tax provisions of Section 409A of the Code.

The Board of Directors recommends a vote FOR approval of the amendment of the 2007 Directors Equity Incentive Plan to increase the number of shares authorized for issuance thereunder.

CORPORATE GOVERNANCE

Corporate Governance Program

Our Board of Directors has established a written Corporate Governance Program to address significant corporate governance issues that may arise. It sets forth the responsibilities and qualification standards of the members of the Board of Directors and is intended as a governance framework within which the Board of Directors, assisted by its committees, directs our affairs.

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Code of Ethics

The Company has adopted a written code of business conduct and ethics applicable to all directors, officers, management and employees and a separate code of ethics applicable to its principal executive officer, principal financial officer and principal accounting officer or controller or persons performing similar functions. A copy of the Company's code of business conduct and ethics and code of ethics may be obtained, without charge, upon written request to the Secretary of the Company at 16139 Wyandotte Street, Van Nuys, California 91406.

Board Leadership Structure

The Board of Directors believes it is important to select its Chairman and the Company’s Chief Executive Officer in the manner it considers in the best interests of the Company at any given point in time. The Chairman of the Board and CEO of the Company are held by separate persons as an aid in the Board's oversight of management. Our Chairman, Mr. Wilson, served as a President and Chief Executive Officer of the Company from 1981 to 1989. The duties of the non-executive Chairman of the Board include:

·	presiding over all meetings of the Board;

·	preparing the agenda for Board meetings in consultation with the CEO and other members of the Board;

·	calling and presiding over meetings of the independent directors;

·	managing the Board's process for annual director self-assessment and evaluation of the Board and of the CEO; and

·	presiding over all meetings of ~~stockholders.~~shareholders.

The Board believes that there may be advantages to having an independent chairman for matters such as communications and relations between the Board, the CEO, and other senior management; in assisting the Board in reaching consensus on particular strategies and policies; and in facilitating robust director, Board, and CEO evaluation processes.

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Risk Management

The Chief Executive Officer and senior management are primarily responsible for identifying and managing the risks facing the Company, and the Board of Directors oversees these efforts. The Chief Executive Officer and senior management report to the Board of Directors regarding any risks identified and steps it is taking to manage those risks. In addition, the Audit Committee identifies, monitors and analyzes the priority of financial risks, and reports to the Board of Directors regarding its financial risk assessments.

Certain Relationships and Related Transactions

The Board’s Audit Committee is responsible for review, approval, or ratification of “related-person transactions” between the Company or its subsidiaries and related persons. Under SEC rules, a related person is a director, officer, nominee for director, or 5% ~~stockholder~~shareholder of the Company since July 1, 2012, the beginning of the last fiscal year, and their immediate family members. The Company's code of business conduct and ethics provides guidance for addressing actual or potential conflicts of interests, including those that may arise from transactions and relationships between the Company and its executive officers or directors. The Company's code of business conduct and ethics provides guidance to the Audit Committee for addressing actual or potential conflicts of interests that may arise from transactions and relationships between the Company and its executive officers or directors. Potential conflicts relating to other personnel must be addressed by the Chief Executive Officer or the Chief Financial Officer. There was no related party transaction during the fiscal year ~~2011.~~ended June 30, 2013.

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BOARD MEETINGS AND COMMITTEES

The Board held four regularly scheduled and special meetings during the fiscal year ended June 30, ~~2011.~~2013. All of the directors attended (in person or by telephone) at least 75% of the meetings of the Board and any committees of the Board on which they served during the last full fiscal year. Directors are expected to use their best efforts to be present at the Annual Meeting of Shareholders. All of our directors attended the Annual Meeting of Shareholders held in December ~~2010.~~2012.

The Company does not have a standing nominating committee. The ~~entire~~ Board ~~nominates the~~consists of five directors, ~~for election at the Annual Meeting. Because the Company currently has only five Board members,~~ three of whom are “independent” (as defined under the rules of the NYSE ~~Amex~~MKT upon which the Company’s securities are listed),. Pursuant to a resolution adopted by the Board, a majority of ~~Directors~~the independent directors, following a discussion with the entire Board, have the sole and ultimate responsibility to determine and nominate Board candidates for election at the Annual Meeting. Although nominations are made by a majority of the independent directors, the three current independent directors value the input of the entire Board and thus discuss proposed nominees at the Board level before the ultimate nomination determinations are made by the independent directors. The Board does not believe that ~~a separate nominating committee~~it is necessary, as any selection of nominees, by virtue of the composition of the current Board, would be by a vote that would be the same as the vote of any separate committee consisting of only the independent directors. Furthermore,at this time, given the Board ~~values the input of each of its members~~composition and ~~believes that input is important in determining the~~such Board ~~nominees.~~resolution, to have a separately constituted nominating committee. At such time ~~if any,~~ as the Board composition changes, the ~~Company~~Board may elect to establish a separate nominating committee. ~~As a result, the entire Board participates in the consideration of Board nominees and nominates the candidates for election named in this Proxy Statement.~~

The Board has also adopted a resolution addressing the nomination process and related matters. That resolution states, among other things, that the Board believes that the continuing service of qualified incumbents promotes stability and continuity in the boardroom, contributing to the Board's ability to work as a collective body, while giving the Company the benefit of the familiarity and insight into the Company's affairs that its directors have accumulated during their tenure. The resolution further states that the Board will evaluate the performance of its Board members on an annual basis in connection with the nomination process. The Board may solicit recommendations for nominees from persons that the Board believes are likely to be familiar with qualified candidates, including without limitation members of the Board and management of the Company. The Board may also determine to engage a professional search firm to assist in identifying qualified candidates if the need arises. In addition, the ~~Committee~~Board has the authority to retain third-party consultants to provide advice regarding compensation issues. ~~In fiscal year 2011 the Compensation Committee did not retain a third-party consultant to review the Company’s current policies and procedures with respect to executive compensation. The~~[The Board has not adopted specific minimum qualifications for a position on the Company’s Board or any specific skills or qualities that the Board believes are necessary for one or more of its members to possess. However, the Board will consider various factors including without limitation the candidate’s qualifications, the extent to which the membership of the candidate on the Board will promote diversity among the directors, and such other factors as the Board may deem to be relevant at the time and under the then existing facts and circumstances. The Company does not have a formal policy with regard to the consideration of diversity in identifying nominees for director. The Board of Directors seeks to nominate directors with a variety of skills and experience so that the Board will have the necessary expertise to oversee the Company’s business. The Company did not receive any recommendations as to nominees for election of directors for the Annual Meeting of Shareholders to be held on December ~~6, 2011.~~9, 2013.

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The Board will consider candidates proposed by shareholders of the Company and will evaluate all such candidates upon criteria similar to the criteria used by the Board to evaluate other candidates. Shareholders desiring to propose a nominee for election to the Board must do so in writing sufficiently in advance of an annual meeting so that the Board has the opportunity to make an appropriate evaluation of such candidate and his or her qualifications and skills and to obtain information necessary for preparing all of the disclosure required to be included in the Company’s proxy statement for the related meeting should such proposed candidate be nominated for election by shareholders. Shareholder candidate proposals should be sent to the attention of the Secretary of the Company at 16139 Wyandotte Street, Van Nuys, California 91406.

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The Board has a standing Compensation Committee, which currently consists of the three independent directors, namely Messrs. Jason T. Adelman, Richard M. Horowitz and A. Charles Wilson, Chairman. The Compensation Committee determines salary and bonus arrangements. The Compensation Committee met four times during the fiscal year ended June 30, ~~2011.~~2013. The current Compensation Charter was amended on March 5, 2007 and is included as ~~an appendix~~Appendix B to this Proxy Statement. For the ~~Proxy Statement relating~~fiscal year ended June 30, 2013, the Compensation Committee did not retain a third-party consultant to review the ~~Annual Meeting held in December 2010.~~Company’s current policies and procedures with respect to executive compensation.

The Board has a separately-designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended. The members thereof consist of Messrs. Jason T. Adelman, Richard M. Horowitz and A. Charles Wilson, Chairman. The Board of Directors has determined that the Audit Committee has at least one financial expert, namely A. Charles Wilson. The Board of Directors has affirmatively determined that Mr. Wilson does not have a material relationship with the Company that would interfere with the exercise of independent judgment and is “independent” as independence is defined in Section 803 of the rules of the NYSE ~~Amex.~~MKT. Pursuant to its written charter, which charter was adopted by the Board of Directors, the Audit Committee is charged with, among other responsibilities, selecting our independent public accountants, reviewing our annual audit and meeting with our independent public accountants to review planned audit procedures. The Audit Committee also reviews with the independent public accountants and management the results of the audit, including any recommendations of the independent public accountants for improvements in accounting procedures and internal controls. The Audit Committee held seven meetings during the fiscal year ended June 30, ~~2011.~~2013. Each of the members of the Audit Committee satisfies the independence standards specified in Section 803 of the rules of the NYSE ~~Amex~~MKT and Rule 10A-3 under the Securities Exchange Act of 1934, as amended. The Audit Committee Charter was amended on March 5, 2007 and iswas included as ~~an appendix~~Appendix A to ~~this~~the Proxy ~~Statement.~~Statement relating to the Annual Meeting held in December 2011.

DIRECTORS’ COMPENSATION

Our directors play a critical role in guiding our strategic direction and overseeing our management. In order to compensate them for their substantial time commitment, we provide a mix of cash and equity-based compensation. In order to align the long-term interests of our directors with those of shareholders, ~~a substantial portion~~part of director compensation is provided in the form of equity. We do not provide pension or retirement plans for non-employee directors. Our employee directors, S.W. Yong and Victor Ting, do not receive separate compensation for Board service.

On December 14, 2010, in recognition of the contributions from the directors and the fact that our directors’ fees are less than those paid to directors of comparable public companies, the Compensation Committee agreed to increase the Board fees for the non-employee Directors from $20,000 per year to $30,000 per year. The Committee also agreed to increase the Chairman’s compensation for services rendered to the Company from $10,000 per quarter to $16,000 per quarter.

During the fiscal year ended June 30, ~~2011,~~2013, Richard M. Horowitz and Jason Adelman, as non-employee directors, received quarterly fees in an amount equal to ~~$5,000 for the first and second quarter in which they attended Board and/or Committee meetings and for service on the various committee meetings of which they are a member,~~ $7,500 for ~~the third and the fourth~~each quarter in which they attended Board and/or Committee meetings and for service on the various committee meetings of which they are a member. Mr. Wilson, as a non-employee director, Chairman of the Board, ~~Chair~~Chairman of the Audit Committee and Chairman of the Compensation Committee, received ~~$10,000~~$16,000 in quarterly fees for the first and second quarter in which he attended a Board meeting and for service on the various committee meetings of which he is a member, and quarterly fees in an amount equal to $16,000 for the third and the fourtheach quarter in which he attended a Board meeting and for service on the various committee meetings of which he is a member. The directors were also reimbursed for out-of-pocket expenses incurred in attending meetings.

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Each of our directors is entitled to participate in our 2007 Directors ~~Equity Incentive Plan (the “2007 Directors Plan”), which was~~Plan. Messrs. Yong and Ting, as employees of the Company, are also entitled to participate in our 2007 Employee Plan. Both plans were approved by the Company’s shareholders on December 3, ~~2007. The~~ 2007 ~~Directors Plan was~~and were amended to increase the number of shares covered thereby, which ~~amendment was~~amendments were approved by the Company’s shareholders’ on December 14, 2010. On ~~December 14, 2010,~~March 18, 2013, pursuant to the 2007 Directors Plan, each of Messrs. Wilson, Horowitz and Adelman ~~Ting and Yong were~~was granted an option to purchase ~~25,000~~5,000 shares of Common Stock at an exercise price of ~~$4.35 per share and Mr. Wilson was granted an option to purchase 50,000 shares of Common Stock at an exercise price of $4.35~~$2.07 per share. ~~All options~~Each such option vested immediately upon grant and will terminate five years from the date of grant unless terminated sooner upon termination of the optionee’s status as a director or otherwise pursuant to the 2007 Directors Plan. On the same date, pursuant to the 2007 Employee Plan (as defined below) and its amendment, Mr. Yong and Mr. Ting were granted options to purchase 25,000 and 15,000 shares of Common Stock at an exercise price of $4.35 per share, respectively. These options vest as follows: 25% vesting on the grant date, and the balance vesting in equal installments on the next three succeeding anniversaries of the grant date. The exercise price under the options was set at 100% of fair market value (as defined in the 2007 Directors Plan) of the Company’s Common Stock on the date of grant of each such option. As of June 20, 2013, there were only 60,000 shares available for grant under the 2007 Directors Plan.

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The Compensation Committee reviewed the average directors’ fees for comparable public companies. The Compensation Committee believes that the director fees paid to its directors were and are substantially less than the fees paid to directors of comparable public companies. Directors’ compensation may be increased based on ~~their total responsibility taken during the year and~~ the profitability of the Company.

The following table contains information on compensation for our non-employee members of our Board of Directors ~~during~~for the fiscal ~~2011.~~year ended June 30, 2013.

~~DIRECTORS' COMPENSATION~~

DIRECTOR COMPENSATION				DIRECTOR COMPENSATION
Name	Fees Earned or Paid in Cash ($)	Option Awards ($)(1)	Total ($)		Fees Earned or Paid in Cash ($)		Option Awards ($)(1)		Total ($)
A. Charles Wilson (2)	52,000	135,000	187,000			64,000		5,550		69,550
Richard M. Horowitz (3)	25,000	67,500	92,500			30,000		5,550		35,550
Jason T. Adelman (4)	25,000	67,500	92,500			30,000		5,550		35,550

(1)	The option awards are based on the fair value of stock options on the grant date computed in accordance with FASB ASC Topic 718.

(2)	The total shares of option awards outstanding as of June 30, ~~2011~~2013 were ~~50,000.~~5,000.

(3)	The total shares of option awards outstanding as of June 30, ~~2011~~2013 were ~~25,000.~~5,000.

(4)	The total shares of option awards outstanding as of June 30, ~~2011 were25,000.~~2013 were 5,000.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, DIRECTORS AND MANAGEMENT

Percent of Class (1)

(1)

The ~~percentage shown for each individual and for all executive officers and directors as a group~~percent of class is based upon ~~3,321,555~~3,438,055 shares outstanding. The number of shares indicated and the percentage shown for each individual assumes the exercise of options that are presently exercisable or may become exercisable within 60 days from October ~~10, 2011~~14, 2013 which are held by that individual or by all executive officers and directors as a group, as the case may be. The address for each of the directors and executive officers above is in care of the Company at 16139 Wyandotte Street, Van Nuys, California 91406.

(2)	Includes vested options to purchase an aggregate of ~~93,750~~70,000 shares from the Company at exercise prices from $1.72 to ~~$9.57~~$4.35 per share.

(3)	Includes vested options to purchase an aggregate of ~~140,000~~150,000 shares from the Company at exercise prices from $1.72 to ~~$9.57~~$4.35 per share.

(4)	The shares are held in a revocable family trust.

(5)	Includes vested options to purchase an aggregate of ~~60,000~~67,500 shares from the Company at exercise prices from $1.72 to ~~$9.57~~$4.35 per share.

(6)	Includes vested options to purchase an aggregate of ~~45,000~~52,500 shares from the Company at exercise prices from $1.72 to ~~$9.57~~$4.35 per share.

(7)	Includes vested options to purchase an aggregate of ~~60,000~~55,000 shares from the Company at exercise prices from $1.72 to ~~$9.57~~$4.35 per share.

(8)	Includes vested options to purchase an aggregate of ~~16,375~~10,625 shares from the Company at exercise prices from $1.72 to ~~$9.57~~$4.35 per share.

(9)	Includes vested options to purchase an aggregate of ~~415,125~~405,625 shares from the Company at exercise prices from $1.72 to ~~$9.57~~$4.35 per share.

(10)	Based on Form 13G filed by FMR LLC on February 16, 2010. The address of FMR LLC is 82 Devonshire Street, Boston, MA 02109-3641.

~~(11)~~

~~Based on Form 13G/A filed by WEDBUSH LLC on February 15, 2011~~. ~~The address of WEDBUSH LLC is 1000 Wilshire Boulevard Suite 830. Los Angeles, CA 90017.~~

The Company does not know of any arrangements that may at a subsequent date result in a change of control of the Company.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

EQUITY COMPENSATION PLAN INFORMATION
Plan Category	Number of securities to be issued upon exercise of outstanding options		Weighted average exercise price of outstanding options		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
	(a)		(b)
Equity compensation plans approved by shareholders
2007 Employee Plan		263,500	$	3.06		215,000
2007 Directors Plan		340,000	$	4.43		60,000
Equity compensation plans not approved by shareholders		-		-		-
Total		603,500	$	3.32		275,000

The Compensation Committee

The Compensation Committee reviews and approves corporate goals and objectives relating to the compensation of the Chief Executive Officer; reviews goals and objectives of other executive officers; establishes the performance criteria (including both long-term and short-term goals) to be considered in light of those goals and objectives; evaluates the performance of the executives; determines and approves the compensation level for the Chief Executive Officer; and reviews and approves compensation levels of other key executive officers.

Compensation Objectives

The Company operates in a highly competitive and rapidly changing industry. The key objectives of the Company’s executive compensation programs are to:

·	attract, motivate and retain executives who drive Trio-Tech’s success and industry leadership;

·	provide each executive, from Vice-President to Chief Executive Officer, with a base salary based on the market value of that role, and the individual’s demonstrated ability to perform that role;

·	motivate executives to create sustained shareholder value by ensuring all executives have an “at risk” component of total compensation that reflects their ability to influence business outcomes and financial performance.

What Our Compensation Program is Designed to Reward

Our compensation program is designed to reward each individual ~~named~~ executive officer’s contribution to the advancement of the Company’s overall performance and execution of our goals, ideas and objectives. It is designed to reward and encourage exceptional performance at the individual level in the areas of organization, creativity and responsibility while supporting the Company’s core values and ambitions. This in turn aligns the interest of our executive officers with the interests of our shareholders, and thus with the interests of the Company.

Determining Executive Compensation

Role of Executive Officers in Determining Executive Compensation

The Compensation Committee determines compensation for the Chief Executive Officer, which is based on different factors, such as level of responsibility and contributions to the performance of the Company. The Chief Executive Officer recommends the compensation for the Company's executive officers (other than the compensation of the Chief Executive Officer) to the Compensation Committee. The Compensation Committee reviews the recommendations made by the Chief Executive Officer and determines the compensation of the Chief Executive Officer and the other executive officers.

Components of Executive Compensation

The salary ~~increase~~ for each inof our Named Executive Officers for the fiscal year ~~2011 was~~ended June 30, 2013 and the percentage decrease in their salary from the prior fiscal year’s salary were as follows:

Executives Base Salary
Percent Increased (1)
S. W. Yong, Chief Executive Officer $   280,578 25 %
Victor Ting, Vice President and Chief Financial Officer $   179,875 57%
Hwee Poh Lim, Vice President-Testing $   110,620 58%

~~(1)~~ Percent increase is based on the increase in base salary in the currency of Singapore. The appreciation of Singapore dollars against U.S. dollars is excluded in the calculation. The fiscal year 2011 base cash compensation for the above named officers of the Company, each of whom resides in Singapore, was denominated in the currency of Singapore. The exchange rate therefor was established as of June 30, 2011 and was computed to be 1.30 Singapore dollars to each U.S. dollar.

Executives	Base Salary		Percent Decreased (1)
S. W. Yong, Chief Executive Officer	$	235,585		(20.0	%)
Victor Ting, Vice President and Chief Financial Officer	$	139,411		(20.0	%)
Hwee Poh Lim, Vice President-Testing	$	90,617		(20.0	%)

(1)

Percent decrease is based on the decrease in base salary in the currency of Singapore. The appreciation of Singapore dollars against U.S. dollars is excluded in the calculation. The base cash compensation for the above named officers of the Company, each of whom resides in Singapore, fiscal year ended June 30, 2013, was denominated in the currency of Singapore. The exchange rate therefor was established as of June 30, 2013 and was computed to be 1.24 Singapore dollars to each U.S. dollar.

Singapore executive officers’ base salaries are credited with a compulsory contribution ranging from ~~1.2%~~1.9% to ~~5.9%~~7.3% of base salary as required under Singapore’s provident pension fund.

Stock options are intended to align the interests of key executives and shareholders by placing a portion of the key executives’ compensation at risk, tied to long-term shareholder value creation. Stock options are granted at 100% of the ~~fair~~“fair market ~~value~~value” (as defined under the applicable plan) of the Company’s Common Stock on the date of grant. The Compensation Committee believes that stock options are flexible and relatively inexpensive to implement when compared with cash bonuses. It also has no negative impact on the Company’s cash flow. The Compensation Committee believes that long-term incentives in the form of stock options can better encourage the executive officers to improve operations and increase profits for the Company through participation in the growth in value of the ~~Company's~~Company’s Common Stock.

The number and type of options granted to the Chief Executive Officer are recommended by the ~~Committee~~CompensationCommittee and approved by the Board of Directors. Mr. Yong abstained from that vote.

The Compensation Committee views any option grant portion of our executive officer compensation packages as a special form of long-term incentive compensation to be awarded on a limited and non-regular basis. The objective of these awards is to ensure that the interests of our executives are closely aligned with those of our shareholders. These awards provide rewards to our executive officers based upon the creation of incremental shareholder value and the attainment of long-term financial goals. Stock options produce value to our executive officers only if the price of our stock appreciates, thereby directly linking the interests of our executive officers with those of our shareholders.

~~When granted, stock options are priced at the “fair market value” of the Company’s Common Stock on the grant date.~~ Awards of stock options are determined based on the Compensation Committee’s subjective determination of the amount of awards necessary, as a supplement to an executive officer’s base salary, to retain and motivate the executive officer.

~~In fiscal 2011, we granted the following~~As there is a limited amount of stock options ~~covering~~available under the ~~following~~2007 Employee Plan, in the fiscal year ended June 30, 2013, we did not grant any stock options to the officers pursuant to the 2007 Employee ~~Plan and 2007 Directors Plan as indicated below:~~

~~Executives~~	~~Stock Options Granted~~
~~S. W. Yong, Chief Executive Officer~~ ~~(1)~~		~~50,000~~
~~Victor Ting, Vice President and Chief Financial Officer~~ ~~(2)~~		~~40,000~~
~~Hwee Poh Lim, Vice President-Testing~~		~~7,500~~

~~(1)~~	~~Options covering 25,000 shares of the Company’s Common Stock were granted pursuant to the 2007 Directors~~ Plan.
~~(2)~~	~~Options covering 25,000 shares of the Company’s Common Stock were granted pursuant to the 2007 Directors Plan.~~

Our current compensation method, which has the element of a base salary and stock options, reflects our objective, which is to motivate executives to create sustained shareholder value by ensuring all executives have an “at risk” component of total compensation that reflects their ability to influence business outcome and financial performance.

Dated October ~~17, 2011~~25, 2013

A. Charles Wilson, Chairman

SUMMARY COMPENSATION TABLE

All Other Compensation

(1)	The option awards are based on the fair value of stock options on the grant date computed in accordance with ASC Topic 718.

(2)	Neither ~~the Chief Executive Officer~~Mr. Yong nor ~~the Vice President and Chief Financial Officer~~Mr. Ting received any fees for services rendered as a director of Trio-Tech International.

(3)

Stock options covering 25,000 shares of Common Stock were granted pursuant to the 2007 Directors Plan, and 25,000 shares of Common Stock were granted pursuant to the 2007 Employee Plan. Stock options granted pursuant to the 2007 Directors Plan have five-year contractual terms and are exercisable immediately as of the grant date. Stock options granted under the 2007 Employee Plan are exercisable within five years after the date of grant, and vest as follows: 25% vesting on the grant date and the remaining balance vesting in equal installments on the next three succeeding anniversaries of the grant date.

~~(4)~~

The amount shown in the other compensation column includes total central provident fund contributions of ~~$3,362,~~$4,397, car benefits of ~~$11,070,~~$16,610, and director fees of ~~$2,587~~$2,985 for service as a director for Trio-Tech Malaysia and Trio-Tech Kuala Lumpur, which are 55% owned by the Company. Singapore officers are credited with a compulsory contribution to their central provident fund at a certain percentage of their base salaries in accordance with Singapore law, except for bonuses in this context. The compulsory contribution with respect to Mr. Yong was 1.9% for fiscal 2013.

(4)	A stock option covering 25,000 shares of Common Stock was granted to Mr. Yong pursuant to the 2007 Employee Plan. The option has a five-year term and was immediately exercisable in full as of the grant date.

(5)

The amount shown in the other compensation column includes total central provident fund contributions of $4,196, car benefits of $14,961, and director fees of $6,183 for service as a director for Trio-Tech Malaysia and Trio-Tech Kuala Lumpur, which are 55% owned by the Company. Singapore officers are credited with a compulsory contribution to their central provident fund at a certain percentage of their base salaries in accordance with Singapore law, except for bonuses in this context. The compulsory contribution with respect to Mr. Yong was 1.4% for fiscal ~~2011. The Company is not the beneficiary of the life insurance for the Chief Executive Officer. There were no remaining premiums as of June 30, 2011.~~2012.

~~(5)~~

(6)

The amount shown in the other compensation column includes total central provident fund contributions of ~~$2,878,~~$4,962, car benefits of ~~$12,777,~~$12,646, and director fees of ~~$2,355~~$1,852 for the service as a director for Trio-Tech Malaysia and Trio-Tech Kuala Lumpur, which are 55% owned by the Company. Singapore officers are credited with a compulsory contribution to their central provident fund at a certain percentage of their base salaries in accordance with Singapore law, except for bonuses in this context. The compulsory contribution with respect to Mr. ~~Yong~~Ting was ~~1.4%~~3.6% for fiscal ~~2010. The Company is not the beneficiary of the life insurance for the Chief Executive Officer. There were no remaining premiums as of June 30, 2010.~~2013.

~~(6)~~

(7)

~~Stock options~~A stock option covering ~~25,000~~12,500 shares of Common Stock ~~were~~was granted ~~pursuant~~ to ~~the 2007 Directors Plan and 15,000 shares of Common Stock were granted~~Mr. Ting pursuant to the 2007 Employee Plan. ~~Stock options granted pursuant to the 2007 Directors Plan have~~The option has a five-year ~~contractual terms~~term and ~~are~~was immediately exercisable ~~immediately~~in full as of the grant date. Stock options covering 15,000 shares of Common Stock were granted pursuant to the 2007 Employee Plan. These stock options are exercisable within five years after the date of grant, and vest as follows: 25% vesting on the grant date and the remaining balance vesting in equal installments on the next three succeeding anniversaries of the grant date.

~~(7)~~

(8)

The amount shown in the other compensation column includes total central provident fund contributions of ~~$4,469,~~$4,841, car benefits of ~~$9,886,~~$11,970, and director fees of ~~$2,587~~$3,579 for ~~the~~ service as a director for Trio-Tech Malaysia and Trio-Tech Kuala Lumpur, which are 55% owned by the Company. Singapore officers are credited with a compulsory contribution to their central provident fund at a certain percentage of their base salaries in accordance with Singapore law, except for bonuses in this context. The compulsory contribution with respect to Mr. Ting was 2.7% for fiscal ~~2011.~~2012.

~~(8)~~

(9)

The amount shown in the other compensation column includes total central provident fund contributions of ~~$2,878,~~$6,616, car benefits of ~~$9,477,~~$14,158, and director fees of ~~$883~~$599 for ~~the~~ service as a director for Trio-Tech Malaysia and Trio-Tech Kuala Lumpur, which are 55% owned by the Company. Singapore officers are credited with a compulsory contribution to their central provident fund at a certain percentage of their base salaries in accordance with Singapore law, except for bonuses in this context. The compulsory contribution with respect to Mr. ~~Ting~~Lim was ~~3.7%~~7.3% for fiscal ~~2010.~~2013.

~~(9)~~

~~The bonuses for Mr. Lim in fiscal year 2010 were based on a certain percentage of net profit before tax for all operations under his responsibility and approved by the Chief Executive Officer.~~

(10)

Stock options covering 7,500 shares of Common Stock were granted pursuant to the 2007 Employee Plan. These stock options are exercisable within five years after the date of grant, and vest as follows: 25% vesting on the grant date and the remaining balance vesting in equal installments on the next three succeeding anniversaries of the grant date.

~~(11)~~

The amount shown in the other compensation column includes total central provident fund contributions of ~~$6,506,~~$6,165, car benefits of ~~$12,152,~~$9,898, and director fees of ~~$1,294~~$1,790 for the service as a director for Trio-Tech Malaysia and Trio-Tech Kuala Lumpur, which are 55% owned by the Company. Singapore officers are credited with a compulsory contribution to their central provident fund at a certain percentage of their base salaries in accordance with Singapore law, except for bonuses in this context. The compulsory contribution with respect to Mr. Lim was ~~5.9%~~5.3% for fiscal ~~2011.~~

~~(12)~~

The amount shown in the other compensation column includes total central provident fund contributions of $4,028, car benefits of $9,958, and director fees of $3,151 for the service as a director for Trio-Tech Malaysia and Trio-Tech Kuala Lumpur, which are 55% owned by the Company. Singapore officers are credited with a compulsory contribution to their central provident fund at a certain percentage of their base salaries in accordance with Singapore law, except for bonuses in this context. The compulsory contribution with respect to Mr. Lim was 6.2% for fiscal 2010.2012.

Base Salary. Base salaries for the fiscal year ending June 30, ~~2011~~2013 for Messrs. Yong, Ting and Lim were ~~$280,578, $179,875~~$235,585, $139,411 and ~~$110,620,~~$90,617, respectively.

Option Awards. Stock options are granted at 100% of the fair market value of the Company’s Common Stock on the date of grant. Awards of stock options are determined based on the Compensation Committee’s subjective determination of the amount of awards necessary, as a supplement to an executive officer’s base salary, to retain and motivate the executive officer. The grants noted in the Summary Compensation Table above were immediately exercisable in full.

All Other Compensation. All other compensation includes central provident fund contributions at a certain percentage of the base salaries in accordance with Singapore law, car benefits and director fees for ~~the~~ service as a director for ~~the~~certain subsidiaries of the Company.

The Company does not generally provide its executive officers with payments or other benefits at, following, or in connection with retirement. The Company does not have a nonqualified deferred compensation plan that provides for deferral of compensation on a basis that is not tax-qualified for its executive officers.

Outstanding Equity Awards at Fiscal Year-End

The following table provides information concerning shares of our Common Stock covered by exercisable and un-exercisable options held by the Named Executive Officers onas of June 30, ~~2011.~~2013, our last completed fiscal year end:

(1)	Stock option granted on December 14, 2011 pursuant to the 2007 Employee Plan, which option was immediately exercisable in full and vested.

~~Stock options~~Includes (a) a stock option covering 25,000 shares of Common Stock granted on December 14, 2010 pursuant to the 2007 Directors Plan, ~~that were fully~~which option was immediately exercisable in full and vested ~~immediately. Stock options~~immediately, and (b) a stock option covering 25,000 shares of Common Stock granted on December 14, 2010 pursuant to the 2007 Employee Plan that will be fully vested on December 14, 2013 (one-fourth of the grant vested or will vest every year beginning on December 14, 2010).

~~(2)~~

~~Stock options granted on December 4, 2007 pursuant to the 2007 Directors Plan that were fully vested immediately.~~

(3)	Stock ~~options~~option granted on July 11, 2008 pursuant to the 2007 Directors Plan, ~~that were fully vested immediately.~~which option was immediately exercisable in full and vested.

(4)	Stock ~~options~~option granted on April 13, ~~2009 that will be~~200, which option was fully vested on April 13, 2012 (one-fourth of the grant vested every year beginning on April 13, 2009).

(5)	Stock ~~options~~option granted on December 14, 2011 pursuant to the 2007 Employee Plan, which option was immediately exercisable in full and vested.

(6)

Includes (a) a stock option covering 25,000 shares of Common Stock granted on December 14, 2010 pursuant to the 2007 Directors Plan, ~~that were fully~~which option was immediately exercisable in full and vested, ~~immediately. Stock options~~and (b) a stock option covering 15,000 shares of Common Stock granted on December 14, 2010 pursuant to the 2007 Employee Plan, ~~that~~which option will be fully vested on December 14, 2013 (one-fourth of the grant vested or will vest every year beginning on December 14, 2010).

(7)	Stock ~~options~~option granted on July 11, 2008, ~~that were~~which option was fully vested on July 11, 2011 (one-fourth of the grant vested every year beginning on July 11, 2008).

(8)	Stock ~~options~~option granted on April 13, 2009, ~~that will be~~which option was fully vested on April 13, 2012 (one-fourth of the grant vested every year beginning on April 13, 2009).

(9)	Stock ~~options~~option granted on December 14, 2010, ~~that~~which option will be fully vested on December 14, 2013 (one-fourth of the grant vested or will vest every year beginning on December 14, 2010).

Employment Agreements

None of our executive officers has an employment ~~agreement~~agreements with the Company other than ~~the~~ standard offer letters signed by all employees upon employment.

The following table shows the fees that we paid or accrued for audit and other services provided by Mazars in ~~2011~~2013 and in ~~2010.~~2012. All of the services described in the following fee table were approved in conformity with the Audit Committee’s pre-approval process.

	2013		2012
Audit Fees	$	226,337	$	220,142
Audit Related Fees		-		-
Tax Fees		22,100		22,374
All Other Fees		-		-
Total:	$	248,437	$	242,516

2011 2010
Audit Fees $ 208,300 $ 171,000
Audit Related Fees - -
Tax Fees 27,000 22,570
All Other Fees - 54,863
Total: $ 235,300 $ 243,433

~~All~~ ~~Other~~ ~~Fees~~

~~The amount set forth opposite “All Other Fees” above for fiscal year 2010 was paid to Mazars for work related to the Sarbanes-Oxley Act.~~

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~~ADDITIONAL MEETING INFORMATION~~

Shareholder Proposals

By Order of the Board of Directors

TRIO-TECH INTERNATIONAL

AMENDMENT TO 2007 DIRECTORS EQUITY INCENTIVE PLAN

Section 4 of the 2007 Directors Equity Incentive Plan of Trio-Tech International is hereby amended to read in its entirety as follows:

"4. Stock Subject to Plan. There shall be reserved for issue upon the exercise of options granted, or restricted stock awarded, under the Plan 500,000 shares of Common Stock or the number of shares of Common Stock which, in accordance with the provisions of Section 9 hereof, shall be substituted therefor. Such shares may be authorized but unissued shares or treasury shares. If an option granted under the Plan shall expire or terminate for any reason without having been exercised in full, unpurchased shares subject thereto shall again be available for the purposes of the Plan.”

COMPENSATION COMMITTEE CHARTER

of the Compensation Committee

of TRIO-TECH INTERNATIONAL

This Compensation Committee Charter (the “Charter”) was adopted by the Board of Directors (the “Board”) of Trio-Tech International (the “Company”) on June 29, 2004, and amended on March 5, 2007.

The purpose of the Compensation Committee (the “Committee”) of the Board of the Company is (1) to discharge the Board’s responsibilities relating to compensation of the Company’s executives, including by designing (in consultation with management and the Board, as appropriate), and evaluating the compensation plans, policies and programs of the Company as they relate to executives and (2) to produce an annual report on executive compensation for inclusion in the Company’s proxy materials in accordance with applicable rules and regulations of the Securities and Exchange Commission.

Section 2: Membership

The Committee shall be comprised of two or more directors, as determined by the Board, each of whom (1) satisfies the independence requirements of the American Stock Exchange, (2) is a “non-employee director” within the meaning of Rule 16b-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and (3) is an “outside director” under the regulations promulgated under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”).

The members of the Committee, including the Chair of the Committee, shall be appointed by the Board. Committee members may be removed from the Committee, with or without cause, by the Board.

Section 3: Meetings and Procedures

The Chair (or in his or her absence, a member designated by the Chair) shall preside at each meeting of the Committee and set the agendas for Committee meetings. The Committee shall have the authority to establish its own rules and procedures for notice and conduct of its meetings so long as they are not inconsistent with any provisions of the Company’s Articles of Incorporation or bylaws that are applicable to the Committee.

The Committee shall meet on a regularly scheduled basis at least two times per year and more frequently as the Committee deems necessary or desirable.

All non-management directors that are not members of the Committee may attend and observe meetings of the Committee, but shall not participate in any discussion or deliberation unless invited to do so by the Committee, and in any event shall not be entitled to vote. The Committee may, at its discretion, include in its meetings members of the Company’s management; representatives of the independent auditor and any other financial personnel employed or retained by the Company or any other persons whose presence the Committee believes to be necessary or appropriate; provided, however that the Chief Executive Officer may not be present during voting or deliberation as and to the extent set forth in the rules of the American Stock Exchange. The Committee may also exclude from its meetings any persons it deems appropriate, including but not limited to, any non-management director that is not a member of the Committee.

~~TRIO-TECH INTERNATIONAL AUDIT COMMITTEE CHARTER~~

~~One committee~~The Committee shall have the sole authority, to retain and/or replace, as it deems appropriate, any independent counsel, compensation and benefits consultants and other outside experts or advisors as the Committee believes to be necessary, desirable or appropriate. The Committee may also utilize the services of the ~~board~~Company’s regular legal counsel or other advisors to the Company. The Company shall provide for appropriate funding, as determined by the Committee, for payment of ~~directors will be known as~~compensation to any such persons retained by the audit committee. Only independent directors will serve on the audit committee. An independent director is free of any relationship that could influence his or her judgment as a committee member. An independent director may not be associated with a major vendor to, or customerCommittee and for ordinary administrative expenses of the company. When there is some doubt about independence, as when a member of the committee has short-term consulting contract with a major customer, the director should excuse himself from any decisionsCommittee that ~~might be influenced by that relationship.~~are necessary or appropriate in carrying out its duties.

The ~~primary function~~Chair shall report to the Board following meetings of the ~~audit committee is to assist~~Committee and as otherwise requested by the ~~board in fulfilling its oversight responsibilities by reviewing~~Chairman of the ~~financial information that will be provided to the shareholders~~Board.

Section 4: Duties and ~~others, the systems of internal controls management and the board of directors have established and all audit processes.~~Responsibilities

·	~~General responsibilities~~

1.	The ~~audit committee provides open avenues~~Committee shall, at least once each calendar year, review the compensation philosophy of ~~communication among~~ the ~~internal auditors, the independent accountant and the board of directors.~~Company.

The ~~audit committee must report committee actions~~Committee shall have sole authority to determine the Chief Executive Officer’s compensation. The Committee shall, at least once each calendar year, review and approve corporate goals and objectives relating to the ~~full board~~compensation of ~~directors~~the Chief Executive Officer and ~~may~~shall, with input from the Chief Executive Officer, annually establish the performance criteria (including both long-term and short-term goals) to be considered in light of those goals and objectives in connection with the Chief Executive Officer’s next annual performance evaluation. At the end of each year, the Chief Executive Officer shall make ~~appropriate recommendations.~~a presentation or furnish a written report to the Committee indicating his or her progress against such established performance criteria. Thereafter, with the Chief Executive Officer absent, the Committee shall meet to review the Chief Executive Officer’s performance, determine and approve the compensation of the Chief Executive Officer based on such evaluation and report thereon to the Board. The results of the review and evaluation shall be communicated to the Chief Executive Officer by the Chairman of the Board of Directors and the Chair of the Committee.

The ~~audit committee has~~Committee shall, at least once each calendar year, review and approve all compensation for all officers (as such term is defined in Rule 16a-1 promulgated under the ~~power~~1934 Act), directors and other employees of the Company or its subsidiaries with a base salary greater than or equal to ~~conduct or authorize investigations into matters within~~$250,000. In addition, the ~~committee’s scope~~Committee shall review and approve all officers’ employment agreements and severance arrangements.

4.	With the input of ~~responsibilities.~~ the Chief Executive Officer, the Committee shall, at least once each calendar year, review the performance of principal senior executives.

The ~~committee is authorized~~Committee shall manage and periodically review, the Company’s executive officers annual bonuses; long-term incentive compensation, stock options, employee pension and welfare benefit plans e.g., 401(k), employee stock purchase plan, etc.) and with respect to ~~retain independent counsel, accountants or others it needs to assist in an investigation.~~each plan shall have responsibility for:

4.a.

~~The committee will meet at least four times~~

general administration as provided in each ~~year, more frequently~~such plan;

setting performance targets under all annual bonus and long-term incentive compensation plans as appropriate and committing to writing any and all performance targets for all executive officers who may be “covered employees” under Section 162(m) of the Code within the first 90 days of the performance period to which such target relates or, if ~~circumstances make that preferable.~~shorter, within the period provided by Section 162(m) of the Code in order for such target to be “pre-established” within the meaning of Section 162(m);

5.c.

~~The audit committee chairman has the power to call a committee meeting whenever he~~ certifying that any and all performance targets used for any performance based equity compensation plans have been met before payment of any executive bonus or ~~she thinks there is a need. An audit committee member should not vote on~~compensation or exercise of any ~~matter in which he or she is not independent. The committee may ask members of management or others to attend the meeting and is authorized to receive all pertinent information from management.~~executive award granted under any such plan(s);

d.	approving all amendments to, and terminations of, all compensation plans and any awards under such plans;

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granting any awards under any performance-based annual bonus, long-term incentive compensation and equity compensation plans to executive officers or current employees with the potential to become the CEO or a “covered employee” under Section 162(m) of the Code, including stock options and other equity rights (e.g., restricted stock, stock purchase rights);

f.	approving which executive officers are entitled to awards under the Company’s stock option plan(s); and
g.	repurchasing securities from terminated employees.

All plan reviews should include reviewing the plan’s administrative costs, reviewing current plan features relative to any proposed new features, and assessing the performance of the plan’s internal and external administrators if any duties have been delegated.

6.	The ~~committee will do whatever else~~Committee shall determine the ~~law, the company’s charter~~Company’s policy with respect to change of control or ~~bylaws or the board of directors require.~~“parachute” payments.

7.	The Committee shall review and approve executive officer and director indemnification and insurance matters.

8.	The Committee shall prepare and approve the Compensation Committee report to be included as part of the Company’s annual proxy statement.

9.	The Committee shall review and reassess this Charter at least once each fiscal Year and submit any recommended changes to the Board for its consideration.

Section 5: Delegation of Duties

In fulfilling its responsibilities, the Committee shall be entitled to delegate any or all of its responsibilities to a subcommittee of the Committee, to the extent consistent with the Company’s Articles of incorporation, bylaws and applicable law and rules of markets in which the Company’s securities then trade, except that it shall not delegate its responsibilities for any matters that involve executive compensation or any matters where it has determined such compensation is intended to comply with Section 162(m) of the Code or is intended to be exempt from Section 16(b) under the 1934 Act pursuant to Rule 16b-3 by virtue of being approved by a committee of “outside directors.”

Section 6: Disclosure of Charter

This Charter shall be made available to any stockholder who otherwise requests a copy. The Company’s Annual Report to Stockholders shall state the foregoing.

EXECUTIVE COMPENSATION

Trio-Tech’s Compensation Committee of the Board of Directors, is responsible for, among other duties, giving suggestions to the Board on administration of policies and procedures regarding executive compensation and criteria for the amounts of such compensation.

Compensation Objectives:

·	~~Responsibilities for engaging independent accountants~~ Attract, motivate and ~~appointing~~retain executives who drive Trio-Tech’s success and industry leadership.
·	Provide each executive, from Vice-President to Chief Executive Officer, with a base salary based on the ~~internal auditor~~market value of the role, and the individual’s demonstrated ability to perform the role.

·	Motivate executives to create sustained shareholder value by ensuring all executives have an “at risk” component of total compensation that reflects their ability to influence business outcomes and financial performance.

B-3

Table of Contents

Components of Executive Compensation:

The compensation program has two elements:

1.	The audit committee will select the independent accountants for company audits. The committee’s selection is subject to approval by the full board of directors. The audit committee also will review Base annual salary; and ~~set any fees paid to the independent accountants and review and approve dismissal~~
2.	Potential annual cash incentive awards that are based primarily on financial performance of the ~~independent accountants.~~Company or its relevant business operating units.

Directors’ Compensation:

Non-employee directors’ base compensation consists of a reasonable fee and also of potential annual cash incentive awards. In addition, directors will be reimbursed for out of pocket expenses incurred in connection with attendance at such meetings.

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Table of Contents

~~The audit committee will review~~

VOTE BY MAIL

Mark, sign and date your proxy card and return it in the postage-paid envelope we

have ~~veto power over the appointment, replacement, reassignment~~provided or ~~dismissal of the director of internal audit.~~return it to Vote Processing, c/o Broadridge, 51 Mercedes Way,

Edgewood, NY 11717.

3.	The audit committee will confirm and assure the independence of the internal auditor and the independent accountant, including a review of management consulting services provided by the independent accountant and the fees paid for them.

TRIO-TECH INTERNATIONAL

16139 WYANDOTTE ST.

VAN NUYS, CA 91406

ATTN: JON EASTERSON

4.	The audit committee will consider, in consultation with the independent accountant and the director of internal auditing, the audit scope and procedural plans made by the internal auditors and the independent accountant.

The audit committee will listen to management and the primary independent auditor if either thinks there might be a need to engage additional auditors. The audit committee will decide whether to engage an additional firm and, if so, which one.

The audit committee will make sure that the director of internal auditing and the independent accountant coordinate the internal and external audits. The purpose of coordinating these efforts is to assure completeness of coverage, reduce redundancy and use audit resources effectively.

·	~~Responsibilities for reviewing internal audits, the annual external audit and the review of quarterly and annual financial statements~~

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice & Proxy Statement, Annual Report on Form 10k is/are available at www.proxyvote.com .

The audit committee will ascertain that the independent accountantviews the board of directors as its client, that it will be available tothe full board of directors at least annually and that it will provide the committee the committee with a timely analysis of significant financial reporting issues.

2.	~~The audit committee will ask management, the director of internal auditing and the independent accountant about significant risks and exposures and will assess management’s steps to minimize them.~~

3.	~~The audit committee will review the following with the independent accountant and the director of internal auditing:~~

a.	~~The adequacy of the company’s internal controls, including computerized information system controls and security.~~

b.	~~Any significant findings and recommendations made by the independent accountant or internal auditing, together with management’s responses to them.~~

4.	~~Shortly after the annual examination is completed, the audit committee will review the following with management and the independent accountant.~~

a.	~~The company’s annual financial statements and related footnotes.~~

b.	~~The independent accountant’s audit of and report on the financial statements.~~

c.	The auditor’s qualitative judgments about the appropriateness, not just the acceptability, of accounting principles and financial disclosures and how aggressive (or conservative) the accounting principles and underlying estimates are.

d.	~~Any serious difficulties or disputes with management encountered during the course of the audit.~~

e.	~~Anything else about the audit procedures or findings that GAAS requires the auditors to discuss with the committee.~~

TRIO-TECH INTERNATIONAL

Annual Meeting of Shareholders

December 9, 2013 10:00 AM

This proxy is solicited by the Board of Directors

5.The undersigned hereby appoints S. W. Yong and A. Charles Wilson or either of them as the undersigneds true and lawful agents and proxies with full power of substitution to represent the undersigned at the Annual Meeting of Shareholders of Trio-Tech International to be held at our principal executive offices, located at 16139 Wyandotte Street, Van Nuys, California on Monday, December 9, 2013 at 10:00 A.M., local time, and at any adjournments thereof, and to vote all shares that the undersigneds is entitled to vote thereat, on all matters coming before said meeting.

~~The audit committee will consider~~

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE NOMINEES FOR DIRECTORS LISTED IN ITEM 1, "FOR" THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS ,"FOR" THREE YEARS AS THE FREQUENCY FOR HOLDING THE ADVISORY VOTE ON THE COMPENSATION OF THE COMPANY'S EXECUTIVE NAMED OFFICERS, AND "FOR" THE AMENDMENT TO THE 2007 DIRECTORS EQUITY INCENTIVE PLAN.

PLEASE MARK, DATE, SIGN, AND RETURN YOUR PROXY PROMPTLY IN THE ENCLOSED ENVELOPE, WHICH REQURES NO POSTAGE IF MAILED IN THE UNITED STATES.

Continued and ~~review with management and the director of Internal auditing.~~to be signed on reverse side

a.	~~Any significant findings during the year and management’s responses to them.~~

b.	~~Any difficulties the internal auditor encountered while conducting audits, including any restrictions on the scope of their work or access to required information.~~

c.	~~Any changes to the planned scope of management’s internal audit plan that the committee thinks advisable.~~

d.	~~The internal auditing department’s charter.~~

e.	~~Whether the internal auditing department has complied with the Institute of Internal Auditing’s Standards for the Professional Practice of Internal Auditing.~~

6.	~~The audit committee will review annual filings with the SEC and other published documents containing the company’s financial statements.~~

7.	The audit committee will review the interim financial reports with management, the independent accountant and the director of internal auditing before those interim reports are released to the public or filed with the SEC or other regulators.

8.	~~The audit committee will prepare a letter for inclusion in the annual report that describes the committee’s composition and responsibilities and how the responsibilities were fulfilled.~~

·	~~Periodic responsibilities~~

1.	~~Review and update the committee’s charter annually.~~

2.	Review policies and procedures covering officers’ expense accounts and perquisites including their use of corporate assets, and consider the results of any review of those areas by the internal auditor or the independent accountant.

3.	~~Review, with the director of internal auditing and the independent accountant, the results of their examination of compliance with the company’s code of conduct.~~

4.	~~Review legal and regulatory matters that may have a material effect on the organization’s financial statements, compliance policies and programs and reports from regulators.~~

5.	Meet with the director of internal auditing, the independent accountant and management in separate executive sessions to discuss any matters the committee or these groups believe should be discussed privately with the audit committee.

Name	Amount of Shares Owned Beneficially (1)		Percent of Class (1)	Amount of Shares Owned Beneficially (1)				Percent of Class (1)

S. W. Yong (2)	467,818		13.70%		514,068				15.48	%
A. Charles Wilson (3)	350,500	(4)	10.13%		360,500	(4	)		10.38	%
Richard M. Horowitz (5)	379,364		11.22%		386,864				11.65	%
Jason Adelman (6)	60,000		1.78%		60,500				1.82	%
Victor H. M. Ting (7)	132,052		3.91%		159,552				4.80	%
Hwee Poh Lim (8)	16,375		0.49%		80,354				2.42	%
All Directors and Executive
Officers as a group (6 persons)	1,406,109	(9)	37.63%		1,561,838	(9	)		47.02	%
FMR LLC	322,543	(10)	9.71%		322,543	(10	)		9.71	%
WEDBUSH, LLC	208,206	(11)	6.27%

Name and Principal Position	Fiscal Year	Salary ($)	Bonus ($)	Option Awards ($) (1)	All Other Compensation ($)	Total ($)	Fiscal Year	Salary ($)		Option Awards ($) (1)			All Other Compensation ($)			Total ($)

S. W. Yong (2)	2011	280,578	-	146,500(3)	18,410 (4)	445,488	2013		235,585		--			23,992	(3)		259,577
President and Chief Executive Officer	2010	207,206	-	-	18,010 (5)	225,216	2012		290,817		27,750	(4)		25,339	(5)		343,906

Victor H. M. Ting,	2011	179,875	-	114,900(6)	17,090(7)	311,865
Victor H. M. Ting (2)							2013		139,411		--			19,460	(6)		158,871
Vice President and Chief Financial Officer	2010	105,588	-	-	13,238(8)	118,826	2012		179,269		13,875	(7)		20,390	(8)		213,534

Hwee Poh Lim	2011	110,620	-	23,700(10)	20,025 (11)	154,345	2013		90,617		--			21,373	(9)		111,990
Vice President - Testing	2010	64,741	20,246(9)	-	14,427 (12)	99,414	2012		116,525		--			17,854	(10)		134,379

PROXY STATEMENT	1
PROPOSAL 1: ELECTION OF DIRECTORS	23
~~CORPORATE GOVERNANCE~~	4
~~BOARD MEETING AND COMMITTEES~~ PROPOSAL 2: ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION	5
~~DIRECTORS' COMPENSATION~~ PROPOSAL 3: ADVISORY RESOLUTION ON THE FREQUENCY OF THE SHAREHOLDERS’ SAY ON PAY VOTE	5
PROPOSAL 4: APPROVE THE AMENDMENT TO 2007 DIRECTORS EQUITY INCENTIVE PLAN	6
CORPORATE GOVERNANCE	8
BOARD MEETINGS AND COMMITTEES	10
DIRECTORS’ COMPENSATION	11
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, DIRECTORS AND MANAGEMENT	812
EXECUTIVE OFFICERS	914
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE	914
EQUITY COMPENSATION PLAN INFORMATION	914
COMPENSATION DISCUSSION AND ANALYSIS	1015
~~COMPENSATION COMMITTEE REPORT~~	12
REPORT OF THE AUDIT COMMITTEE	1318
EXECUTIVE COMPENSATION	1419
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	1723
ADDITIONAL MEETING INFORMATION	1824
OTHER MATTERS	1824

Executives	Base Salary	Percent Increased (1)
S. W. Yong, Chief Executive Officer	$ 280,578	25 %
Victor Ting, Vice President and Chief Financial Officer	$ 179,875	57%
Hwee Poh Lim, Vice President-Testing	$ 110,620	58%

OUTSTANDING EQUITY AWARDS AT JUNE 30, 2011
	Option Awards
OUTSTANDING EQUITY AWARDS AT JUNE 30, 2013								OUTSTANDING EQUITY AWARDS AT JUNE 30, 2013
	Number of		Number of						Option Awards
	Securities		Securities						Number of			Number of
	Underlying		Underlying						Securities			Securities
	Unexercised		Unexercised		Option				Underlying			Underlying
	Options		Options		Exercise				Unexercised			Unexercised		Option
	(#)			(#)	Price		Option		Options			Options		Exercise		Option
Name	Exercisable		Unexercisable		($)		Expiration Date		(#) Exercisable			(#) Unexercisable		Price ($)		Expiration Date
S. W. Yong	31,250	(1)		18,750	$	4.35	12/14/2015			25,000	(1)		-	$	2.30	12/14/2016
	20,000	(2)		-	$	9.57	12/4/2012			50,000	(2)		6,250	$	4.35	12/14/2015
	20,000	(3)		-	$	4.81	7/11/2013			20,000	(3)		-	$	4.81	7/11/2013
	22,500	(4)		22,500	$	1.72	4/13/2014			45,000	(4)		-	$	1.72	4/13/2014
Victor H. M. Ting	28,750	(5)		11,250	$	4.35	12/14/2015			12,500	(5)		-	$	2.30	12/14/2016
	10,000	(6)		-	$	9.57	12/4/2012			40,000	(6)		3,750	$	4.35	12/14/2015
	11,250	(7)		3,750	$	4.81	7/11/2013			15,000	(7)		-	$	4.81	7/11/2013
	10,000	(8)		10,000	$	1.72	4/13/2014			20,000	(8)		-	$	1.72	4/13/2014
	1,875	(9)		5,625	$	4.35	12/14/2015
Hwee Poh Lim	7,000	(6)		-	$	9.57	12/4/2012			7,500	(9)		1,875	$	4.35	12/14/2015
	3,750	(7)		1,250	$	4.81	7/11/2013			5,000	(7)		-	$	4.81	7/11/2013
	3,750	(8)		1,250	$	1.72	4/13/2014			5,000	(8)		-	$	1.72	4/13/2014