Time Interconnect Technology Limited — Capital/Financing Update 2023

Jul 24, 2023

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1729)

GRANT OF SHARE OPTIONS

This announcement is made pursuant to Rule 17.06A of the Rules Governing the Listing of Securities (the “ Listing Rules ”) on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”).

The board (the “ Board ”) of directors (the “ Directors ”) of Time Interconnect Technology Limited (the “ Company ”) and together with its subsidiaries (the “ Group ”), hereby announces that on 24 July 2023 (the “ Date of Grant ”), 118,360,000 share options (the “ Option(s) ”) to subscribe for ordinary shares of HK$0.01 each (the “ Share(s) ”) of the Company were granted to 98 eligible participants (the “ Grantees ”) which includes Directors, employees of the Group and service providers of the Group (the “ Services Providers ”), subject to acceptance of the Grantees, pursuant to the Company’s share option scheme adopted on 21 March 2023 (the “ Share Option Scheme ”). The details of the Options granted are set out below:

Date of Grant:

24 July 2023

Exercise price of Options granted:

Each Option shall entitle the holder of the Option to subscribe for one Share upon exercise of such Option at an exercise price of HK$1.506 per Share, being the higher of (i) the closing price of HK$1.490 per Share as quoted on the Stock Exchange on the Date of Grant; (ii) the average closing price of HK$1.506 per Share as quoted on the Stock Exchange for the 5 business days immediately preceding the Date of Grant; and (iii) the nominal value of HK$0.01 per Share.

Market price of the shares HK$1.506 on the date of grant:

Number of Options granted:

118,360,000 Options

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Exercise period of the Options:

Vesting period of the Options:

Subject to the terms of the Share Option Scheme and the vesting period as set out below, the Options shall be exercisable in whole or in part for a period of 10 years from 24 July 2023 to 23 July 2033 (both days inclusive), notwithstanding that the Share Option Scheme may have expired or may have been terminated.

20% of the Options shall be vested on the date falling the first anniversary of the Date of Grant and exercisable from 24 July 2024 to 23 July 2033, both dates inclusive.

20% of the Options shall be vested on the date falling the second anniversary of the Date of Grant and exercisable from 24 July 2025 to 23 July 2033, both dates inclusive.

20% of the Options shall be vested on the date falling the third anniversary of the Date of Grant and exercisable from 24 July 2026 to 23 July 2033, both dates inclusive.

20% of the Options shall be vested on the date falling the fourth anniversary of the Date of Grant and exercisable from 24 July 2027 to 23 July 2033, both dates inclusive.

20% of the Options shall be vested on the date falling the fifth anniversary of the Date of Grant and exercisable from 24 July 2028 to 23 July 2033, both dates inclusive.

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Performance targets:

For Grantees other than independent non-executive Directors

In each of the aforesaid vesting period(s), the portion of Options to be vested is subject to the performance appraisal of the Grantees for the immediately preceding calendar year which takes into account certain qualitative and quantitative performance indicators. If (i) a Grantee’s performance appraisal result for the preceding calendar year before a vesting period (the “ Performance Grading ”) is level A, the portion of Options granted to the Grantees will be fully vested during the relevant vesting period; (ii) the Performance Grading is level B or C, a portion of the Options will be vested during the relevant vesting period; and (iii) the Performance Grading is level D, no Options will be vested during the relevant vesting period.

For Grantees being independent non-executive Directors

The vesting of the Options granted to the independent non-executive Directors is not subject to any performance targets. The remuneration committee of the Company is of the view that it is not necessary to set the performance targets for the Options granted to the independent non-executive Directors as this may lead to bias in their decision-making and compromise their objectivity and independence, and is in line with the recommended best practice of the Corporate Governance Code contained in Appendix 14 to the Listing Rules.

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Clawback mechanism:

If the Options remain unvested due to the performance appraisal results of the Grantees during the respective vesting periods contemplated above, such outstanding Options will be lapsed and cancelled accordingly. In addition, any outstanding Options granted shall lapse and cannot be exercised pursuant to the terms of the Share Option Scheme if the Grantee, among others, ceases to be an eligible participant by reason of termination of his or her employment, directorship, office, appointment or engagement on grounds that he or she has been guilty of misconduct or has been in breach of a material term of the relevant employment contract, service contract, agency contract or engagement contract.

Financial assistance:

The Group has not provided any financial assistance to the Grantees to facilitate the purchase of Shares under the Share Option Scheme.

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A total of 118,360,000 Options were granted to the Grantees and the details of which are set out as follows:

Category and name of Grantees Position held with the Company Directors Mr. Cua Tin Yin, Simon Chief executive officer and executive Director Mr. Wong Chi Kuen Chief financial officer and executive Director Mr. Ho Hin Shun Independent non-executive Director Mr. Luk Wai Shing Independent non-executive Director Mr. Chan Ching Shun, Eric Independent non-executive Director Other employees - Service Providers(Note) - Total:

Number of Options granted 10,480,000 9,520,000 1,800,000 1,800,000 1,800,000 91,640,000 1,320,000

118,360,000

• Note: The Service Providers are business consultants with relevant expertise in fields related to the industry in which the Group operates. Such Service Providers contribute to the long-term growth of the Group by advising or consulting on a set of specialised skills and knowledge in the business activities of the Group and providing insight on areas such as market development, technological trends and innovations, technical specifications and licensing requirements for products, production management, as well as marketing.

In determining the grant of Options to the Services Providers, the Board has considered factors such as (i) the degree of involvement in and/or cooperation with the Group; (ii) the length of collaborative relationship with the Group; and (iii) their contribution such as knowledge, assistance or advice provided or expected to be provided to the Group in connection with its business development or operations. The grant of Options to the Service Providers aims at incentivising or rewarding them to contribute to long-term success of the Group by aligning the interests with these stakeholders and strengthening their ongoing relationship with the Group, and therefore the Board believes that it can serves the purposes of the Share Option Scheme.

In accordance with the Listing Rule 17.04(1), the grant of Options to each of the above Directors and chief executive of the Group has been approved by the independent non-executive Directors (excluding the independent non-executive Director on their respective grant of Options to themselves) of the Company. The grant of Options to each of the independent nonexecutive Directors would not result in the shares issued and to be issued in respect of all

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options granted to any independent non-executive Director in the 12-month period up to and including the date of such grant representing in aggregate an amount exceeding the 0.1% limit for the purpose of Rule 17.04(3) of the Listing Rules.

Save as disclosed above, none of the Grantees is (i) a Director, chief executive or substantial shareholder of the Company or an associate (as defined under the Listing Rules) of any of them; (ii) a participant whose Options granted and to be granted exceed the 1% individual limit under Rule 17.03D of the Listing Rules; or (iii) a related entity participant or service provider (as defined in Listing Rules) with options granted and to be granted in any 12-month period exceeding 0.1% of the issued Shares, as at the date of this announcement.

Subsequent to the grant of Options, the number of Shares available for future grant under the scheme mandate limit and the Service Provider sublimit of the Share Option Scheme is 76,235,200 and 18,139,520 respectively.

By order of the Board Time Interconnect Technology Limited Cua Tin Yin Simon

Executive Director and Chief Executive Officer

Hong Kong, 24 July 2023

As at the date of this announcement, the Board comprises two executive Directors, namely Mr. Cua Tin Yin Simon and Mr. Wong Chi Kuen, one non-executive Director, namely Ms. Wang Laichun and three independent nonexecutive Directors, namely Mr. Ho Hin Shun, Mr. Luk Wai Shing and Mr. Chan Chung Shun Eric.

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