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Time Interconnect Technology Limited M&A Activity 2025

Aug 28, 2025

50124_rns_2025-08-28_34b31cea-5980-4d5c-b0de-50bc371d0ed6.pdf

M&A Activity

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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.

This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of the Company.

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匯聚科技有限公司

TIME Interconnect Technology Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1729)

MAJOR TRANSACTION

IN RELATION TO THE ACQUISITION OF THE ENTIRE ISSUED SHARE CAPITAL OF THE TARGET COMPANY INVOLVING ISSUE OF CONSIDERATION SHARES UNDER GENERAL MANDATE

Financial adviser to the Company

FR@NTPAGE富比

THE ACQUISITION

The Board is pleased to announce that on 28 August 2025 (after the trading hours), the Company, the Vendor and the Guarantor entered into the S&P Agreement, pursuant to which the Company conditionally agreed to acquire, and the Vendor conditionally agreed to sell the Sale Shares, representing the entire issued share capital of the Target Company, at the consideration of HK$460,000,000, subject to the terms and conditions of the S&P Agreement. The consideration for the Sale Shares shall be settled as to HK$130,000,000 by cash and as to HK$330,000,000 by the allotment and issuance of the Consideration Shares by the Company to the Vendor under the General Mandate. In addition, pursuant to the S&P Agreement, the Company shall procure the Target Group to repay the Shareholder's Debt in an amount not exceeding HK$190,000,000.

Upon Completion, the Target Company will become a direct wholly-owned subsidiary of the Company and the financial results of the Target Group will be consolidated into the consolidated financial statements of the Company.


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LISTING RULES IMPLICATIONS

As the highest of the applicable percentage ratios (as defined under the Listing Rules) is greater than 25% but less than 100%, the Acquisition constitutes a major transaction for the Company and is subject to the reporting, announcement, circular and Shareholders’ approval requirements under Chapter 14 of the Listing Rules.

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, no Shareholder has any material interest in the Acquisition, and no Shareholder would be required to abstain from voting should a general meeting be convened by the Company to approve the Acquisition. The Company has obtained a written approval for the Acquisition from Luxshare Precision Limited, which beneficially owns 1,380,594,000 Shares, representing in aggregate approximately 70.60% of the entire issued share capital of the Company as at the date of this announcement. As the above written shareholders’ approval can be accepted in lieu of holding a general meeting of the Company pursuant to Rule 14.44 of the Listing Rules, no general meeting would be held by the Company to approve the Acquisition.

GENERAL

Pursuant to Rule 14.41(a) of the Listing Rules, a circular containing, among other things, details of the Acquisition and other information as required to be disclosed under the Listing Rules is required to be despatched to the Shareholders within 15 business days after the publication of this announcement, that is, on or before 18 September 2025. However, as additional time is required for the Company to prepare and finalise the financial information of the Target Group and the Enlarged Group for inclusion in the circular, the Company intends to apply to the Stock Exchange for a waiver from strict compliance with Rule 14.41(a) of the Listing Rules in respect of the delay in the despatch of the circular and will make further announcement of the expected despatch date of the circular in due course.

Completion of the Acquisition is subject to fulfilment of the conditions precedent set out in the S&P Agreement, and the Acquisition may or may not proceed to Completion. Shareholders and potential investors are reminded to exercise caution when dealing in the securities of the Company.

INTRODUCTION

On 28 August 2025 (after the trading hours), the Company, the Vendor and the Guarantor entered into the S&P Agreement, pursuant to which the Company conditionally agreed to acquire, and the Vendor conditionally agreed to sell the Sale Shares, representing the entire issued share capital of the Target Company, at the consideration of HK$460,000,000, subject to the terms and conditions of the S&P Agreement. The consideration for the Sale Shares shall be settled as to HK$130,000,000 by cash and as to HK$330,000,000 by the allotment and issuance


of the Consideration Shares by the Company to the Vendor under General Mandate. In addition, pursuant to the S&P Agreement, the Company shall procure the Target Group to repay the Shareholder's Debt in an amount not exceeding HK$190,000,000.

THE S&P AGREEMENT

The principal terms of the S&P Agreement are set out below:

Date

28 August 2025

Parties

(i) the Company as purchaser;
(ii) the Vendor as vendor; and
(iii) the Guarantor as guarantor

To the best knowledge, information and belief of the Directors, having made all reasonable enquiries, the Vendor is wholly-owned by the Guarantor, and each of the Vendor and the Guarantor are Independent Third Parties as at the date of this announcement.

Assets to be acquired

Pursuant to the S&P Agreement, the Company conditionally agreed to acquire, and the Vendor conditionally agreed to sell, the Sale Shares, subject to the terms and conditions of the S&P Agreement. Upon Completion, the Target Company will become a direct wholly-owned subsidiary of the Company and the financial results of the Target Group will be consolidated into the consolidated financial statements of the Company. For detailed information of the Target Group, please refer to the section headed "Information of the Target Group" below.

Consideration

The consideration for the Sale Shares is determined at HK$460,000,000 after arm's length negotiation between the Vendor and the Company with reference to (i) the net assets value of the Target Group as at 30 June 2025; (ii) the financial performance of the Target Group in recent years; and (iii) the factors set out in the paragraph headed "Reasons for and the benefits of the proposed Acquisition" below.

The consideration for the Sale Shares shall be settled as to HK$130,000,000 by cash and as to HK$330,000,000 by the allotment and issuance of the Consideration Shares credited as fully paid by the Company to the Vendor. The issue price of the Consideration Shares shall be

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calculated based on the average closing price per Share as quoted on the Stock Exchange over the thirty (30) consecutive trading days immediately prior to the Completion Date (the “Issue Price”) and shall not be lower than HK$10.144 per Share (the “Minimum Issue Price”). The Minimum Issue Price is based on a 20% discount to the higher of (i) the last closing price on the date of this announcement, and (ii) the 5 day average closing price before the date of the S&P Agreement. The final number of Consideration Shares shall be calculated by dividing HK$330,000,000 by the Issue Price and shall not exceed 32,531,545 Consideration Shares based on the Minimum Issue Price. The consideration for the Sale Shares will be payable in accordance with the following schedule:

(i) HK$130,000,000 shall be settled in cash on Completion; and

(ii) HK$330,000,000 shall be settled by allotting and issuing the Consideration Shares to the Vendor within twenty (20) business days after the Completion Date.

In addition, the Company shall procure the Target Group to repay the Shareholder’s Debt within six months following the Completion Date pursuant to the S&P Agreement. As at 30 June 2025, the Shareholder’s Debt amounted to approximately RMB172,610,000 (equivalent to approximately HK$189,871,000). The final amount of the Shareholder’s Debt payable by the Group shall be determined by reference to the unaudited consolidated financial accounts of the Target Group as at the Completion Date, which shall not exceed HK$190,000,000. The Vendor and the Guarantor for and on behalf of their respective affiliates irrevocably waive and release any and all amounts of the Shareholder’s Debt in excess of HK$190,000,000, and acknowledge and agree that the Target Group shall have no obligation to repay any such excess amounts.

It is expected that the cash portion of the consideration for Sale Shares and repayment of Shareholders’ Debt will be financed by internal resources of the Group.

Consideration Shares

As at the date of this announcement, the Company has 1,955,570,000 Shares in issue. The maximum number of Consideration Shares to be issued represent approximately 1.66% of the existing issued share capital of the Company and approximately 1.64% of the issued share capital of the Company as enlarged by the allotment and issuance of the Consideration Shares (assuming that there is no other change in the issued share capital of the Company). The Consideration Shares shall be issued at the Issue Price and shall not be lower than the Minimum Issue Price. The Minimum Issue Price of HK$10.144 per Consideration Share represents:

(i) a discount of approximately 20.00% to the closing price of HK$12.680 per Share as quoted on the Stock Exchange on the date of the S&P Agreement; and

(ii) a discount of approximately 16.18% to the average closing prices of HK$12.102 per Share as quoted on the Stock Exchange for the five trading days immediately prior to the date of the S&P Agreement.

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The Consideration Shares shall be allotted and issued pursuant to the General Mandate and shall rank pari passu with the Shares in issue on the date of allotment and issuance including the rights to all dividends, distributions and other payments made or to be made for which the record date falls or after the date of such allotment and issuance.

The General Mandate has not been utilised since the date of its grant on 23 May 2025 up to the date of this announcement. Shareholders’ approval will not be required for the allotment and issuance of the Consideration Shares as the Consideration Shares will be issued under the General Mandate.

Application will be made by the Company to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Consideration Shares.

Conditions precedent

Unless otherwise agreed by the Vendor and the Company in writing, Completion is conditional upon the following conditions precedent being satisfied on or before the Long Stop Date:

(a) the Company obtaining the clearance from the Stock Exchange and obtaining the Board and Shareholders’ approval as required under the Listing Rules;

(b) the Listing Committee of the Stock Exchange having granted approval for the listing of and permission to deal in the Consideration Shares;

(c) no action, decision, order or proceeding having been taken or made by any authority at any time prior to the Completion Date that has the effect of making unlawful or otherwise prohibiting or restricting the consummation of the Acquisition or any part thereof;

(d) all authorisations, consents, waivers of any party that are required to be obtained in connection with the consummation of the Acquisition including but not limited to consent and waivers by financial institutions and lessors of leased properties of the Target Group as applicable, any waivers of rights of first refusal, put or call rights or other similar rights, if any, in respect of the entire issued share capital of the Target Company, having been duly obtained and effective as of the Completion;

(e) as at Completion, none of the representations and warranties of the Vendor are untrue or inaccurate or misleading to an extent that would amount to a material adverse change to the financial condition or results of operation of the Target Group as a whole or lead to damages being recoverable by the Company under the S&P Agreement;

(f) each of the Vendor, the Guarantor and warrantor under the S&P Agreement having performed and complied with all obligations and conditions contained in the S&P Agreement and other transaction documents (if any) that are required to be performed or complied with by them, on or before the Completion;

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(g) the merger control filings required by the competent Authorities have been completed, and the approvals, consents, confirmations of non-objection or exemptions from such Authorities having been obtained;

(h) the Vendor having procured the written consents or waivers from all banks under any outstanding bank facility of any companies of the Target Group which permits the change in control contemplated under the S&P Agreement and indicate such bank does not intend to declare default, or accelerate the obligations under the facility arising therefrom. Such written consents or waivers from banks shall be given in such form to the reasonable satisfaction of the Vendor in its absolute discretion;

(i) the Company having completed and, in its sole and absolute discretion, being satisfied with the results of its due diligence exercise on the Target Group, including but not limited to legal, financial, tax and operational aspects; and

(j) there having been no material adverse effect on the business, assets, liabilities, financial condition, prospects or operations of the Target Group.

Save for conditions (a) to (c) above cannot be waived in any event, all other conditions can be waived by the Company. If any of the conditions is not satisfied on or before the Long Stop Date, unless otherwise agreed in writing between the parties, the S&P Agreement and the terms and conditions hereof will immediately and automatically terminate, in which case, no party to the S&P Agreement shall have any further obligations or liabilities under or arising from the S&P Agreement.

Completion

Completion shall take place on the ten (10) business days of the date on which the last conditions precedent in the S&P Agreement is satisfied or waived, or such other day as may be agreed in writing between the Company and the Vendor. As at the date of this announcement, none of the conditions precedent has been fulfilled.

Guarantee

In consideration of the Company entering into the S&P Agreement, the Guarantor has unconditionally and irrevocably guarantees as principal obligor to the Company the due and punctual performance, guaranteed and discharge by the Vendor of all the obligations and undertakings and the tax deed of the Vendor under the S&P Agreement if and when they become performable or due under the S&P Agreement.

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Lock-up

The Vendor has agreed to enter into a lock-up agreement with the Company with effect from the Completion Date, pursuant to which the Vendor would undertake to the Company that it shall not during the 48-month period immediately following the period commencing on the Completion Date (the “Lock-up Period”), offer, pledge, charge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant or agree to grant any option, right or warrant to purchase or subscribe for, lend, make any short sale or otherwise transfer or dispose of (nor enter into any agreement to dispose of or otherwise create any options, rights, interests or encumbrances in respect of), either directly or indirectly, conditionally or unconditionally, any of the Consideration Shares or any interest therein (including, but not limited to any securities that are convertible into or exercisable or exchangeable for, or that represent the right to receive, any such capital or securities or any interest therein), subject to the following release in phases:

(a) upon the expiration of the first 24 months of the Lock-up Period, 40% of the Consideration Shares shall be released from the restrictions and may be freely transferred or disposed of by the Vendor;

(b) upon the expiration of the first 36 months of the Lock-up Period, an additional 30% of the Consideration Shares (cumulatively 70%) shall be released from the restrictions and may be freely transferred or disposed of by the Vendor; and

(c) upon the expiration of the first 48 months of the Lock-up Period, an additional 30% of the Consideration Shares (cumulatively 100%) shall be released from the restrictions and may be freely transferred or disposed of by the Vendor.

INFORMATION ON THE PARTIES

Information on the Company and the Group

The Company was incorporated in the Cayman Islands as an exempted company with limited liability, shares of which have been listed on Stock Exchange since February 2018. The Group is principally engaged in the manufacture and sales of cable assembly and digital cable products as well as server products with manufacturing facilities located in Shanghai, Suzhou and Huizhou in the PRC, Japan and Mexico. The Group supplies its products to customers worldwide, including global network solutions and infrastructure providers, global internet related service provider, multinational medical equipment manufacturer and automotive manufacturer.

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Information on the Vendor

The Vendor is an investment holding company incorporated in the BVI with limited liability and is wholly owned by the Guarantor, which is a merchant. To the best knowledge, information and belief of the Directors, having made all reasonable enquiries, the Vendor and the Guarantor are Independent Third Parties as at the date of this announcement.

Information of the Target Group

The Target Company is an investment holding company incorporated under the laws of the BVI with limited liability on 23 March 2009 and is a direct wholly-owned subsidiary of the Vendor as the date of this announcement. Commencing the business operations since 2001, the Target Group is principally engaged in manufacturing and sales of copper wire products which were widely applied in precision electronic devices, electrical appliances, computers, communication equipment, automobiles, medical devices, aerospace equipment and solar energy products. The major customers of the Target Group are mainly listed corporations and reputable manufacturers in precision intelligent manufacturing, consumer electronics and photovoltaic sectors with business presence in the PRC and Asia Pacific regions. As at the date of this announcement, the Target Group has three self-owned production facilities located in Huizhou, Nantong and Thailand and three leased production facilities located in Nantong, Ji'an and Vietnam, which have a gross floor area of approximately 176,000 square meters in aggregate.

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The shareholding structure of the Target Group as at the date of this announcement

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The shareholding structure of the Target Group immediately upon Completion

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Financial information of the Target Group

Based on the unaudited management accounts of the Target Group for the years ended 31 December 2023 and 2024 and the six months ended 30 June 2025, the consolidated turnover, the consolidated net profit (before and after taxation) and the consolidated net assets of the Target Group are as follows:

For the year ended 31 December 2023 (unaudited) RMB'000 For the year ended 31 December 2024 (unaudited) RMB'000 For the six months ended 30 June 2025 (unaudited) RMB'000
Revenue 2,546,017 3,350,189 1,541,051
Profit before tax 37,012 46,035 50,961
Profit after tax 25,214 31,449 41,770

According to the unaudited management accounts of the Target Group, the Target Group recorded net assets of approximately RMB179,709,000 as at 30 June 2025.

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REASONS FOR AND BENEFIT OF THE ACQUISITION

In recent years, the global political landscape has been marked by escalating trade tensions and technological decoupling efforts, particularly between China and the United States. While the Group diligently monitors these shifts and adjusts business strategies to minimize unpredictable trade impacts for its international clients, the Directors have noted a growing concern, which is the imposition of tariffs on certain components produced in China could lead to increased costs for customers, reduced competitiveness of the Company's products, and/or shipping difficulties. As the relationship between China and the United States remains uncertain, exploring manufacturing from countries with more plausible trade agreements with the United States has been an option of the Directors. The Target Group's established presence in Southeast Asia, with production facilities adhering to stringent quality control procedures that meet the Group's production standards for cable products, offers a compelling solution. While certain production bases of the Target Group are located in Thailand and Vietnam, neither of them has yet to finalise a trade and investment framework agreement with the United States as at the date of this announcement, both countries are reportedly actively negotiating with the United States to create favourable trading terms to mitigate the risks of high tariffs and provide a more business-friendly trading environment than if no agreement were in place. The Acquisition will allow the Group to diversify its reliance on a single country for critical copper wire supply. The Target Group's production bases in countries nearby China will also significantly diversify the risk of supply chain disruption. As copper wire is a fundamental raw material for the Group's cable products, any interruption in its supply can halt production, delay order fulfilment, and lead to substantial financial losses. By securing copper supply across different countries, the Group will forge a robust and resilient supply chain, ensuring business continuity and effectively diversifying geographic and political risks. Furthermore, the Acquisition represents a significant vertical integration opportunity for the Group. By bringing the Target Group's copper wire production in-house, the Group will not only gain greater control over the quality and specifications of this upstream raw material but also enable more efficient product development. The Directors believe this integration will enhance the Group's capability to meet stringent industry standards and customer demands, ultimately broadening the Group's product offering range and increasing its competitiveness.

In view of the above, the Directors (including the independent non-executive Directors) are of the view that the transactions contemplated under the S&P Agreement are fair and reasonable, on normal commercial terms and in the interests of the Company and the Shareholders as a whole.

LISTING RULES IMPLICATIONS

As the highest of the applicable percentage ratios (as defined under the Listing Rules) is greater than $25\%$ but less than $100\%$, the Acquisition constitutes a major transaction for the Company and is subject to the reporting, announcement, circular and Shareholders' approval requirements under Chapter 14 of the Listing Rules.


To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, no Shareholder has any material interest in the Acquisition, and no Shareholder would be required to abstain from voting should a general meeting be convened by the Company to approve the Acquisition. The Company has obtained a written approval for the Acquisition from Luxshare Precision Limited, which beneficially owns 1,380,594,000 Shares, representing in aggregate approximately 70.60% of the entire issued share capital of the Company as at the date of this announcement. As the above written shareholders' approval can be accepted in lieu of holding a general meeting of the Company pursuant to Rule 14.44 of the Listing Rules, no general meeting would be held by the Company to approve the Acquisition.

EFFECT ON THE SHAREHOLDING STRUCTURE OF THE COMPANY

As at the date of this announcement, the total number of issued Shares is 1,955,570,000. The following table sets out the shareholding structure of the Company (i) as at the date of this announcement; and (ii) immediately upon the allotment and issue of the Consideration Shares (assuming that there are no other changes in the issued share capital of the Company):

Shareholders As at the date of this announcement Immediately upon Completion and the allotment and issue of the Consideration Shares
Number of Shares Approximate % of shareholding Number of Shares Approximate % of shareholding
Luxshare Precision Limited (Note 1) 1,380,594,000 70.60% 1,380,594,000 69.44%
Mr. Cua Tin Yin Simon (Note 2) 10,488,000 0.54% 10,488,000 0.53%
Mr. Wong Chi Kuen (Note 2) 7,528,000 0.38% 7,528,000 0.38%
Mr. Ho Hin Shun (Note 3) 688,000 0.04% 688,000 0.03%
Mr. Luk Wai Shing (Note 3) 1,824,000 0.09% 1,824,000 0.09%
The Vendor - - 32,531,545 1.64%
(Note 4)
Other public Shareholders 554,448,000 28.35% 554,448,000 27.89%
1,955,570,000 100.00% 1,988,101,545 100.00%

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Notes:

(1) The 1,380,594,000 Shares were held by Luxshare Precision Limited which is a wholly-owned subsidiary of Luxshare Precision Industry Co., Limited. Luxshare Precision Industry Co., Limited is owned as to 37.67% by Luxshare Limited which is in turn owned by Ms. Wang Laichun, the non-executive Director and the chairman of the Board, and Mr. Wang Laisheng, the brother of Ms. Wang Laichun, as to 50% each. By virtue of SFO, each of Luxshare Precision Industry Co., Limited, Luxshare Limited, Ms. Wang Laichun and Mr. Wang Laisheng is deemed to be interested in 1,380,594,000 Shares held by Luxshare Precision Limited.

(2) Mr. Cua Tin Yin Simon and Mr. Wong Chi Kuen are executive Directors.

(3) Mr. Ho Hin Shun and Mr. Luk Wai Shing are independent non-executive Directors.

(4) For illustration purpose only, the figure represents maximum number of Consideration Shares to be issued, which is calculated by HK$330,000,000, being part of the consideration for Sale Shares settled by allotting and issuing of Consideration Shares, divided by the Minimum Issue Price.

GENERAL

Pursuant to Rule 14.41(a) of the Listing Rules, a circular containing, among other things, details of the Acquisition and other information as required to be disclosed under the Listing Rules is required to be despatched to the Shareholders within 15 business days after the publication of this announcement, that is, on or before 18 September 2025. However, as additional time is required for the Company to prepare and finalise the financial information of the Target Group and the Enlarged Group for inclusion in the circular, the Company intends to apply to the Stock Exchange for a waiver from strict compliance with Rule 14.41(a) of the Listing Rules in respect of the delay in the despatch of the circular and will make further announcement of the expected despatch date of the circular in due course.

Completion of the Acquisition is subject to fulfilment of the conditions precedent set out in the S&P Agreement, and the Acquisition may or may not proceed to Completion. Shareholders and potential investors are reminded to exercise caution when dealing in the securities of the Company.

DEFINITIONS

In this announcement, unless the context otherwise requires, the following expressions shall have the following meanings:

"Acquisition" the acquisition of the entire issued capital of the Target Company as contemplated under the S&P Agreement

"associate(s)" has the meaning ascribed to it under the Listing Rules

"Board" the board of Directors


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“business day(s)” any day(s) except Saturday, Sunday or public holiday on which banks are open in Hong Kong to the general public for business

“BVI” the British Virgin Islands

“Chairman” the chairman of the Board

“Chief Executive Officer” the chief executive officer of the Company

“Company” Time Interconnect Technology Limited (匯聚科技有限公司), an exempted company incorporated in the Cayman Islands with limited liability and the Shares of which are listed on the Main Board of the Stock Exchange

“Completion” the completion of the Acquisition pursuant to the terms and conditions of the S&P Agreement

“Completion Date” the date of Completion, which shall take place on the ten (10) business days of the date on which the last of the conditions precedent under the S&P Agreement has been satisfied or waived, or such other date may be agreed in writing between the Company and the Vendor

“connected person(s)” has the meaning ascribed to it under the Listing Rules

“Consideration Shares” new Shares to be allotted and issued by the Company to the Vendors credited as fully paid for the purpose of the settlement part of the consideration for the Sale Shares

“Director(s)” the director(s) of the Company

“DJC New Material” Deshengchang New Material (Thailand) Co., Ltd., a company incorporated in Thailand with limited liability and registered and paid-up capital of THB100,000,000

“DJC Thailand” Dejinchang Optoelectronics Technology (Thailand) Co., Ltd., a company incorporated in Thailand with limited liability and registered and paid-up capital of THB460,000,000

“DJC Vietnam” DZC Optoelectronics Technology (Vietnam) Company Limited, a company incorporated in Vietnam with limited liability and registered and paid-up capital of VND194,786,000,000


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"Enlarged Group"
the Group as enlarged by the Acquisition upon Completion

"General Mandate"
the general mandate granted by the Shareholders to the Directors at the annual general meeting of the Company held on 23 May 2025 to allot and issue up to 390,156,800 new Shares

"Group"
the Company and its subsidiaries

"Guarantor"
Mr. Jin Zhenghua

"HK$"
Hong Kong dollars, the lawful currency of Hong Kong

"Hong Kong"
the Hong Kong Special Administrative Region of China

"Huizhou Huasheng"
Huizhou Huasheng Electronic Wire & Cable Co., Ltd. (惠州市華晟電子線材有限公司), a company established in the PRC with limited liability and registered and paid-up capital of US$1,320,000

"Huizhou New Materials"
Huizhou Dejinchang New Materials Co., Ltd (惠州德晉昌新材料有限公司), a company established in the PRC with limited liability and registered and paid-up capital of RMB80,000,000

"Huizhou Optoelectronics"
Huizhou Dejinchang Optoelectronics Technology Co., Ltd (惠州德晉昌光電科技有限公司), a company established in the PRC with limited liability and registered and paid-up capital of US$12,200,000

"Independent Third Party(ies)"
individual(s) or company(ies) who or which as far as the Directors are aware after having made all reasonable enquiries is/are not connected with the Company and its connected persons

"Jian Optoelectronics"
Jian DejinChang Optoelectronics Technology Co., Ltd (吉安德晉昌光電科技有限公司), a company established in the PRC with limited liability and registered and paid-up capital of RMB10,000,000

"Jin's Copper"
Jin's Copper Industries Co., Limited (金氏銅業有限公司), a company incorporated in Hong Kong with limited liability and issued and paid-up share capital of HK$1,000,000


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"Listing Committee"
the Listing Committee of the Stock Exchange

"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange, as amended, supplemented or otherwise modified from time to time

"Long Stop Date"
30 June 2026

"Nantong Photoelectric"
Nantong Dejinchang Photoelectric Technology Co., Ltd (南通德晉昌光電科技有限公司), a company established in the PRC with limited liability and registered and paid-up capital of RMB50,000,000

"Nantong Zhenhongchang"
Nantong Zhenhongchang Technology Co., Ltd (南通臻弘錯科技有限公司), a company established in the PRC with limited liability and registered and paid-up capital of RMB15,000,000

"PRC" or "China"
the People's Republic of China, which for the purpose of this announcement shall exclude Hong Kong, Macau Special Administrative Region of the PRC and Taiwan

"RMB"
Renminbi, the lawful currency of the PRC

"S&P Agreement"
the conditional sale and purchase agreement dated 28 August 2025 entered into between the Company, the Vendor and the Guarantor in relation to the Acquisition

"Sale Shares"
the entire issued share capital of the Target Company at Completion

"SFO"
Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong

"Share(s)"
the ordinary share(s) of the Company

"Shareholder(s)"
the holder(s) of the Share(s)


"Shareholder's Debts"
the net amount owed by the Target Group to the Vendor, the Guarantor or any of their respective affiliates (other than the Target Group) as of the Completion Date calculated as the aggregate amount of all non-trade related, unsecured and non-interest bearing payables owed by the Target Group to such parties, less the aggregate amount of all non-trade related, unsecured and non-interest bearing receivables owed to the Target Group by such parties

"Stock Exchange"
The Stock Exchange of Hong Kong Limited

"subsidiary(ies)"
has the meaning ascribed to it under the Listing Rules

"Target Company"
Dejinchang Investment Limited (德晋昌投資有限公司), a company incorporated in BVI with limited liability and an issued share capital of US$128,207

"Target Group"
the Target Company and its subsidiaries, namely Jin's Copper, Huizhou Huasheng, Huizhou Optoelectronics, Huizhou New Materials, Jian Optoelectronics, Nantong Photoelectric, Nantong Zhenhongchang, DJC Thailand, DJC New Material and DJC Vietnam

"Thailand"
the Kingdom of Thailand

"THB"
Thai Baht, the lawful currency of Thailand

"US$"
United States Dollars, the lawful currency of the United States of America

"Vendor"
Jin's Investment Limited, a company incorporated in BVI with limited liability

"Vietnam"
the Socialist Republic of Vietnam

"VND"
Vietnamese Dong, the lawful currency of Vietnam

"%"
per cent.

By order of the Board
Time Interconnect Technology Limited
Cua Tin Yin Simon
Executive Director and Chief Executive Officer

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Hong Kong, 28 August 2025

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 four independent non-executive Directors, namely Mr. Ho Hin Shun, Mr. Luk Wai Shing, Mr. Chan Chung Shun Eric and Ms. Chan Kit Fun Fanny.