AI assistant
Time Interconnect Technology Limited — M&A Activity 2026
Apr 23, 2026
50124_rns_2026-04-23_783f9d2c-a693-4737-8ade-dd00112a50ad.pdf
M&A Activity
Open in viewerOpens in your device viewer
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.

匯聚科技有限公司
TIME Interconnect Technology Limited
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1729)
(1) MAJOR AND CONNECTED TRANSACTION IN RELATION TO THE ACQUISITION OF THE 51% ISSUED SHARE CAPITAL OF THE TARGET COMPANY; AND
(2) PROPOSED REVISION OF EXISTING ANNUAL CAPS FOR CONTINUING CONNECTED TRANSACTION
Financial adviser to the Company
FROMNTPAGE富比
THE ACQUISITION
The Board is pleased to announce that on 23 April 2026 (after the trading hours), the Company entered into the S&P Agreement with the Vendor, pursuant to which the Company conditionally agreed to acquire, and the Vendor conditionally agreed to sell, the Sale Shares, representing 51% of the issued capital of the Target Company at an initial consideration of US$12,700,000 (subject to adjustment), subject to the terms and conditions of the S&P Agreement.
As at the date of this announcement, the Target Company is owned by the Company and the Vendor as to 49% and 51%, respectively. Upon Completion, the Company will own the entire issued capital of the Target Company and the Target Company will become a direct wholly-owned subsidiary of the Company. Accordingly, the assets, liabilities and the financial results of the Target Group will be consolidated into the consolidated financial statements of the Company.
- 2 -
PROPOSED REVISION OF EXISTING ANNUAL CAPS FOR CONTINUING CONNECTED TRANSACTION
Reference is made to the announcement of the Company dated 24 March 2025 in relation to, among other things, the Luxshare Precision Master Supply Agreement entered into between the Company and Luxshare Precision. Reference is also made to the announcement of the Company dated 12 November 2025 and the circular of the Company dated 31 December 2025 in relation to, among other things, the First Supplemental Master Supply Agreement entered into between the Company and Luxshare Precision to revise the annual caps under the Luxshare Precision Master Supply Agreement as approved by the Independent Shareholders at the extraordinary general meeting held on 21 January 2026.
Currently, the Target Group is supplying cable products as raw materials to the Luxshare Precision Group. Upon Completion, the Target Group will become wholly-owned subsidiaries of the Group and the supply of the cable products to the Luxshare Precision Group will become continuing connected transaction of the Company under Chapter 14A of the Listing Rules. Based on the expected sales volume, anticipating that the existing annual caps under the Luxshare Precision Master Supply Agreement (as supplemented by the First Supplemental Master Supply Agreement) will not be sufficient to meet the demand of the Luxshare Precision Group, on 23 April 2026, the Company entered into the Second Supplemental Master Supply Agreement with Luxshare Precision to increase the existing annual caps for the supply of Luxshare Precision Products.
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 acquisition for the Company and is subject to the reporting, announcement, circular and Shareholders' approval requirements under Chapter 14 of the Listing Rules. In addition, as at the date of this announcement, the Vendor is the Controlling Shareholder which holds approximately 65.95% of the issued Shares of the Company and is therefore a connected person of the Company. Accordingly, the Acquisition will constitute a connected transaction of the Company under Chapter 14A of the Listing Rules. The Acquisition is therefore subject to reporting, announcement, circular and Independent Shareholders' approval requirements under Chapter 14A of the Listing Rules.
As at the date of this announcement, Luxshare Precision is a Controlling Shareholder interested in approximately 65.95% of issued Shares through the Vendor and is ultimately controlled by Ms. Wang Laichun and Mr. Wang Laisheng. As such, Luxshare Precision is a connected person of the Company and the transactions with Luxshare Precision will constitute connected transactions of the Company under Chapter 14A of the Listing Rules.
According to Rule 14A.54 of the Listing Rules, if the Company proposes to revise the annual caps for its continuing connected transactions, the Company will be required to re-comply with the provisions of Chapter 14A of the Listing Rules in relation to the relevant continuing connected transactions.
Reference is made to the announcement of the Company dated 6 May 2025 in respect of, among others, the Luxvisions Master Supply Agreement entered into between the Company and Luxvisions, pursuant to which the Group agreed to sell Luxvisions Products in accordance with specifications as requested by the Luxvisions Group from time to time. Reference is also made to the announcement of the Company dated 12 November 2025 and the circular dated 31 December 2025 in respect of, among others, the Luxshare Master Supply Agreement entered into between the Company and Luxshare, pursuant to which the Group agreed to sell Luxshare Products in accordance with specifications as requested by the Luxshare Group from time to time. Given that the Luxshare Precision Master Supply Agreement (as supplemented by the Second Supplemental Master Supply Agreement), the Luxshare Master Supply Agreement and the Luxvisions Master Supply Agreement (collectively the "Master Supply Framework Agreements") are entered into with the Controlling Shareholders and their respective associates and are similar in nature, the transactions under the Master Supply Framework Agreements should be aggregated pursuant to Rule 14A.81 of the Listing Rules.
As the highest of the applicable percentage ratios (as defined under the Listing Rules) for the annual caps under the Master Supply Framework Agreements in aggregate is more than 5%, the transactions contemplated under the Luxshare Precision Master Supply Agreement (as supplemented by the Second Supplemental Master Supply Agreement) are subject to the reporting, annual review, announcement and Independent Shareholders' approval requirements under Chapter 14A of the Listing Rules.
Due to her beneficial interests in the Vendor and Luxshare Precision, Ms. Wang Laichun, the Chairperson and the non-executive Director, is regarded as having a material interest in the transactions contemplated under the S&P Agreement and the Second Supplemental Master Supply Agreement, and has abstained from voting on the relevant resolutions of the Board for approving the S&P Agreement, the Acquisition, the Second Supplemental Master Supply Agreement and the Revised Master Supply Annual Caps. To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, save for Ms. Wang Laichun, none of the Directors has any material interest in the S&P Agreement and the Second Supplemental Master Supply Agreement, and none of them is required to abstain from voting on the relevant resolutions of the Board.
- 3 -
GENERAL
The Independent Board Committee comprising all the independent non-executive Directors has been formed to advise the Independent Shareholders on the terms of the S&P Agreement, the Second Supplemental Master Supply Agreement and the transactions contemplated thereunder. Asian Capital has been appointed as the Independent Financial Adviser to make recommendations to the Independent Board Committee and the Independent Shareholders in this connection.
The EGM will be convened for the Independent Shareholders to consider and, if thought fit, approve the S&P Agreement, the Second Supplemental Master Supply Agreement and the transactions contemplated thereunder. A circular containing, among other things, (i) details of the S&P Agreement and the Acquisition contemplated thereunder; (ii) details of the Second Supplemental Master Supply Agreement and the Revised Master Supply Annual Caps; (iii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders; (iv) a letter of advice from the Independent Financial Advisor to the Independent Board Committee and the Independent Shareholders; (v) other information as required to be disclosed under the Listing Rules; and (vi) a notice of the EGM, is expected to be despatched to the Shareholders on or before 29 May 2026 so as to allow sufficient time for the preparation of the relevant information for inclusion in the circular.
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. Shareholders and potential investors are reminded to exercise caution when dealing in the securities of the Company.
THE ACQUISITION
On 23 April 2026 (after trading hours), the Company entered into the S&P Agreement with the Vendor, pursuant to which the Company conditionally agreed to acquire, and the Vendor conditionally agreed to sell, the Sale Shares, representing 51% of the issued share capital of the Target Company at an initial consideration of US$12,700,000 (subject to adjustment), subject to the terms and conditions of the S&P Agreement.
The S&P Agreement
The principal terms of the S&P Agreement are set out below:
Date
23 April 2026
- 4 -
- 5 -
Parties
(i) the Company as purchaser
(ii) the Vendor as vendor
As at the date of this announcement, the Vendor is the Controlling Shareholder which holds approximately 65.95% of the issued Shares of the Company and is therefore a connected person of the Company under Chapter 14A of the Listing Rules.
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, representing 51% of the issued share capital of the Target Company, 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 has initially been determined at US$12,700,000 (equivalent to approximately HK$98,806,000) after arm's length negotiation between the Vendor and the Company having taken into consideration (i) 51% of the Initial NAV; and (ii) the factors set out in the paragraph headed "Reasons for and the benefits of the proposed Acquisition" below. The Consideration shall be payable by the Company to the Vendor in cash upon Completion. It is expected that the Consideration will be financed by the net proceeds from the Placing.
Adjustment to Consideration
Pursuant to the S&P Agreement, the initial Consideration is subject to adjustment. Within two months following the Completion, the Vendor and the Company shall determine the Completion NAV based on the Target Group's consolidated statement of financial position prepared in accordance with IFRS, subject to the review or audit by the auditors of the Target Group. In case the Completion NAV (i) exceeds the Initial NAV, the Company shall pay to the Vendor an amount equal to 51% of such excess (the "Upward Adjustment"); or (ii) is less than the Initial NAV, the Vendor shall reimburse the Company an amount equal to 51% of such shortfall. All payments for the adjusted Consideration shall be made within ten business days after both parties have agreed on the Completion NAV and determined the amount payable by one party to the other. If the post-adjustment total Consideration (being the sum of the initial Consideration plus the Upward Adjustment) would exceed US$40,000,000 (the "Maximum Consideration"), the Upward Adjustment shall be deemed reduced to the extent required so that the total
Consideration equals the Maximum Consideration. The Vendor agrees to waive the right to claim or receive any amount in excess of the Maximum Consideration and the Company has no obligation to pay any amount in excess thereof.
Conditions precedent
Pursuant to the S&P Agreement, Completion is subject to the fulfilment or waiver of the following conditions precedent:
(a) the approval of the board of directors and shareholders of the Vendor to enter into the Acquisition in accordance with the S&P Agreement, such respective approvals not having been withdrawn or revoked (and the delivery by the Vendor to the Company of the copies of the relevant resolutions);
(b) the approval of the board of directors and the independent shareholders of the Company to enter into the Acquisition in accordance with the S&P Agreement and the Listing Rules, such respective approvals not having been withdrawn or revoked (and the delivery by the Company to the Vendor of the copies of the relevant resolutions);
(c) the Vendor acknowledges that the Company whose shares are listed on Stock Exchange and that the S&P Agreement and the Acquisition shall be subject to and conditional upon obtaining the clearance from the Stock Exchange to proceed with the Acquisition on or before the Completion Date;
(d) all the warranties of the Vendor being true and accurate and not misleading in all material respects and there being no material breach of any of the warranties of the Vendor;
(e) all the warranties of the Company being true and accurate and not misleading in all material respects and there being no material breach of any of the warranties of the Company; and
(f) there having been no material adverse event affecting the Target Group.
Save for condition (e) that can be waived by the Vendor, all other conditions precedent are not waivable by the Vendor or the Company. As at the date of this announcement, none of the conditions precedent has been fulfilled or waived.
Completion
Completion shall take place within ten business day after the date on which the last of the conditions precedent has been met or waived, or on such other date the Vendor and the Company mutually agree in writing.
- 6 -
Information of the Target Group
The Target Company was incorporated in Singapore with limited liability on 5 September 2024. As at the date of this announcement, the Target Company is held as to $49\%$ and $51\%$ by the Company and the Vendor, respectively. Originally established to pursue acquisition of overseas businesses, the Target Company is currently engaged in the wholesale of vehicle parts and accessories. On 9 July 2025, the Target Company completed the acquisition of the entire issued share capital of LEONI Kabel at the consideration of approximately EUR335 million (equivalent to approximately HK$3,088.5 million) and became the holding company of the Leoni LCS Group. Through the acquisition of the Leoni LCS Group, the Target Group is now engaged in developing, manufacturing and sales of copper cables transmitting power, signals and data for automotive sector and other industries. The major customers of the Target Group are mainly leading global automotive component suppliers. As at the date of this announcement, the Target Group has ten production facilities located in China, Germany, Mexico, Poland, Hungary, Slovakia and Turkey, with an aggregate gross floor area of approximately 291,000 square meters.

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

Financial information of the Target Group
Based on the unaudited management accounts of the Target Group for the period from 5 September 2024 (the date of incorporation of the Target Company) to 31 December 2024 and the year ended 31 December 2025, the consolidated revenue, the consolidated net profit (before and after taxation) and the consolidated net assets of the Target Group are as follows:
| For the period from 5 September 2024 to 31 December 2024 (unaudited) HK$’000 | For the year ended 31 December 2025 (unaudited) HK$’000 | |
|---|---|---|
| Revenue | - | 6,405,554 |
| (Loss)/profit before tax | (39) | 216,258 |
| (Loss)/profit after tax | (39) | 163,738 |
According to the unaudited management accounts of the Target Group, the Target Group recorded net assets of approximately HK$193,818,000 as at 31 December 2025.
Financial information of the Leoni LCS Group
Based on the unaudited management accounts of the Leoni LCS Group for the year ended 31 December 2024 and 2025, the consolidated revenue, the consolidated net profit (before and after taxation) and the consolidated net assets of the Leoni LCS Group are as follows:
| | For the year ended 31 December 2024
(unaudited)
HK$'000 | For the year ended 31 December 2025
(unaudited)
HK$'000 |
| --- | --- | --- |
| Revenue | 11,597,732 | 11,997,064 |
| (Loss)/profit before tax | (515,511) | 223,060 |
| (Loss)/profit after tax | (598,446) | 125,292 |
According to the unaudited management accounts of the Leoni LCS Group, the Leoni LCS Group recorded net assets of approximately HK$3,285,690,000 as at 31 December 2025.
Reasons for and benefits of the Acquisition
It has been the Group's core strategy to actively pursue diverse investment opportunities that support continuous growth while mitigating existing operational risks. The Target Company was established by the Group and the Vendor in September 2024 to spearhead overseas acquisitions. Since then, the Target Company has made significant progress and in July 2025, the Target Company completed the acquisition of the Leoni LCS Group, which is principally engaged in the development, manufacture and sales of copper cables transmitting power, signals and data for automotive sector and other industries.
In December 2025, the Company completed the acquisition of the entire issued share capital of Dejinchang Investment Limited, which is principally engaged in manufacturing and sales of copper wire products widely applied in electronic devices, electrical appliances, computers, communication equipment, automobiles, medical devices, aerospace equipment and solar energy products. This has enhanced the Group's ability to supply copper wire. In addition, the Group's business presence in the downstream automotive wire harness segment creates a seamless value chain with the Target Group's business. The Directors expected that the full ownership of the Target Group brought by the Acquisition will enable a more effective deployment of resources, streamlining management and operational efficiency across the Group's entire automotive segment. Consequently, the Group has negotiated with the Vendor to acquire the remaining interest in the Target Company.
With the Target Group's established presence located in Europe and the Americas, it allows the Group to achieve immediate penetration into these key overseas markets upon the Acquisition. In particular, the Group intends to leverage the global footprint of the Target Group and expand other business segments to reach out more global potential customers. The Acquisition also facilitates a comprehensive exchange of technical know-how between the Group and the Target Group, thereby accelerating research and development capabilities and enabling the delivery of more sophisticated, higher value-added products to customers. Furthermore, the financial results of the Target Group will be consolidated into the Group's financial statements upon Completion. Given the Target Group's proven track record and substantial scale, the
Acquisition is expected to broaden the Group’s revenue base and yield a positive impact on its overall financial performance. Accordingly, the Directors consider the Acquisition to be beneficial to the Group’s long-term development and instrumental in strengthening its global industry position.
In view of the above, the Directors (other than the independent non-executive Directors who will express their views after receiving advice from the Independent Financial Adviser) 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.
As at the date of this announcement, the Vendor is the Controlling Shareholder which holds approximately 65.95% of the issued Shares of the Company and is therefore a connected person of the Company. Accordingly, the Acquisition will constitute a connected transaction of the Company under Chapter 14A of the Listing Rules. The Acquisition is therefore subject to reporting, announcement, circular and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.
Due to her beneficial interests in the Vendor, Ms. Wang Laichun, the Chairperson and the non-executive Director, is regarded as having a material interest in the transactions contemplated under the S&P Agreement, and has abstained from voting on the relevant resolutions of the Board for approving the S&P Agreement and the Acquisition. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, save for Ms. Wang Laichun, none of the Directors has any material interest in the S&P Agreement, and none of them is required to abstain from voting on the relevant resolutions of the Board.
PROPOSED REVISION OF EXISTING ANNUAL CAPS FOR CONTINUING CONNECTED TRANSACTION
The Second Supplemental Master Supply Agreement
Reference is made to the announcement of the Company dated 24 March 2025 in relation to, among other things, the Luxshare Precision Master Supply Agreement entered into between the Company and Luxshare Precision. Reference is also made to the announcement of the Company dated 12 November 2025 and the circular of the Company dated 31 December 2025 in relation to, among other things, the First Supplemental Master Supply Agreement entered into between
- 10 -
the Company and Luxshare Precision to revise the annual caps under the Luxshare Precision Master Supply Agreement as approved by the Independent Shareholders at the extraordinary general meeting held on 21 January 2026.
Currently, the Target Group is supplying cable products as raw materials to the Luxshare Precision Group. Upon Completion, the Target Group will become wholly-owned subsidiaries of the Group and the supply of the cable products to the Luxshare Precision Group will become continuing connected transactions of the Company under Chapter 14A of the Listing Rules. Based on the expected sales volume, anticipating that the existing annual caps under the Luxshare Precision Master Supply Agreement (as supplemented by the First Supplemental Master Supply Agreement) will not be sufficient to meet the demand of the Luxshare Precision Group, on 23 April 2026, the Company entered into the Second Supplemental Master Supply Agreement with Luxshare Precision to increase the existing annual caps for the supply of Luxshare Precision Products.
Set out below is a summary of the principal terms of the Second Supplemental Master Supply Agreement:
Date
23 April 2026
Parties
(i) Luxshare Precision; and
(ii) the Company
Subject matter
Pursuant to the Second Supplemental Master Supply Agreement, the Company and Luxshare Precision agreed to revise the existing annual caps under the Luxshare Precision Master Supply Agreement (as supplemented by the First Supplemental Master Supply Agreement) from HK$1,598,000,000, HK$1,758,000,000 and HK$1,934,000,000 to HK$3,497,000,000, HK$5,306,000,000 and HK$5,837,000,000 for the years ending 31 December 2026, 2027 and 2028, respectively.
Save for the Revised Master Supply Annual Caps, all other material terms of the Luxshare Precision Master Supply Agreement shall remain unchanged and in full force.
- 11 -
- 12 -
Pricing policy
The terms of the sales shall be determined with reference to prevailing market terms and be on terms no less favourable to the Group than those made available to Independent Third Parties for similar products. In particular, the prices will be determined based on the standard price range of the relevant products set by the Group in accordance with its pricing policy. If a standard price range does not exist, pricing should be determined on a cost-plus basis, which is determined by the direct costs of producing the products (including materials, labour, utilities, equipment depreciation and subcontracting fees, if any) plus a profit margin to be agreed upon.
In order to ensure the terms of sales and profit margin are in line with prevailing market rates and conditions, the Group will compare selling prices of at least two comparable transactions for similar products sold to other customers, which are Independent Third Parties, not less frequently than on a quarterly basis. The Group shall have the right to accept or reject the orders from the Luxshare Precision Group and would accept orders only if the Group will profit from the sales and would consider the Group's capacity to undertake purchase orders which are more profitable.
Historical transaction amounts
The table below sets out the actual transaction amounts for the two months ended 28 February 2026 under the Luxshare Precision Master Supply Agreement (as supplemented by the First Supplemental Master Supply Agreement):
For the two months ended 28 February 2026 (unaudited) HK$'000
Supply of Luxshare Precision Products 127,560
Existing annual caps
The table below sets out the existing annual caps under the Luxshare Precision Master Supply Agreement (as supplemented by the First Supplemental Master Supply Agreement):
| For the year ending 31 December | |||
|---|---|---|---|
| 2026 | 2027 | 2028 | |
| HK$'000 | HK$'000 | HK$'000 | |
| Supply of Luxshare Precision Products | 1,598,000 | 1,758,000 | 1,934,000 |
Proposed new annual caps
The table below sets out the Revised Master Supply Annual Caps under the Second Supplemental Master Supply Agreement:
| For the year ending 31 December | |||
|---|---|---|---|
| 2026 | 2027 | 2028 | |
| HK$'000 | HK$'000 | HK$'000 | |
| Supply of Luxshare Precision Products | 3,497,000 | 5,306,000 | 5,837,000 |
Basis of new annual caps
In determining the Revised Master Supply Annual Caps, the Directors have taken into consideration (i) the historical transaction amounts of the sales of relevant products; (ii) the estimated demands of Luxshare Precision Products from the Luxshare Precision Group; and (iii) the expected fluctuation of prices of Luxshare Precision Products and raw materials, exchange rate as well as inflation. In particular, the Directors have estimated the expected demands of the Luxshare Precision Products to the Luxshare Precision Group following the Completion and it is proposed that the existing annual cap will be revised from HK$1,598 million to HK$3,497 million for the year ending 31 December 2026. Currently, the Target Group is supplying its cable products to the Luxshare Precision Group for production. In order to maintain the current level of supply to the Luxshare Precision Group, the Directors have projected an eight-month demand for the cable products of approximately HK$2,308 million for the year ending 31 December 2026 based on the highest monthly sales of the cable products to the Luxshare Precision Group after the acquisition of the Leoni LCS Group. A buffer of 15% of approximately HK$346 million was applied to such additional demands to accommodate any unexpected demands for the products, currency fluctuations and the potential increase in the price of copper for the production. Following the Completion, the Luxshare Precision Products supplied by the Group to the Target Group will no longer be the continuing connected transactions. As such, the Directors has reduced the existing annual caps by approximately HK$755 million, which represents the supply of Luxshare Precision Products to the Target Group as originally estimated for the year ending 31 December 2026. The Group estimates the revised annual caps to be HK$5,306 million for the year ending 31 December 2027 based on the annualised demands of the cable products as projected for the year ending 31 December 2026 and the 10% organic year-on-year growth in the overall amount of the Luxshare Precision Products to be purchased for the year ending 31 December 2027. A 10% organic year-on-year growth is further applied in projecting the revised annual caps for the year ending 31 December 2028 which amounted to HK$5,837 million.
- 13 -
Reasons for and benefits of the new annual caps
The Target Group has been supplying cable products to the members of the Luxshare Precision Group for its production. However, the supply of cable products to the Luxshare Precision Group will become continuing connected transactions following the Completion and the Directors expected that the existing annual caps under the Luxshare Precision Master Supply Agreement (as supplemented by the First Supplemental Master Supply Agreement) will not be sufficient based on the expected sales volumes to the Luxshare Precision Group. As such, the Directors decided to revise the existing annual caps so as to accommodate the demand from the Luxshare Precision Group. The Directors believe the increase in annual caps will allow the Group to continue to supply Luxshare Precision Products to the Luxshare Precision Group and maintain a stable source of income for the Group.
Taking into consideration the above, the Directors (excluding the independent non-executive Directors whose views shall be formed after taking into account of the advice of the Independent Financial Adviser) are of the view that the terms of the Second Supplemental Master Supply Agreement and the Revised Master Supply Annual Caps are entered into on normal commercial terms, in the ordinary and usual course of business of the Group, are fair and reasonable and in the interests of the Company and the Shareholders as a whole.
Listing Rules implication
As at the date of this announcement, Luxshare Precision is a Controlling Shareholder interested in approximately 65.95% of issued Shares through the Vendor and is ultimately controlled by Ms. Wang Laichun and Mr. Wang Laisheng. As such, Luxshare Precision is a connected person of the Company and the transactions with Luxshare Precision will constitute connected transactions of the Company under Chapter 14A of the Listing Rules.
According to Rule 14A.54 of the Listing Rules, if the Company proposes to revise the annual caps for its continuing connected transactions, the Company will be required to re-comply with the provisions of Chapter 14A of the Listing Rules in relation to the relevant continuing connected transactions.
Reference is made to the announcement of the Company dated 6 May 2025 in respect of, among others, the Luxvisions Master Supply Agreement entered into between the Company and Luxvisions, pursuant to which the Group agreed to sell Luxvisions Products in accordance with specifications as requested by the Luxvisions Group from time to time. Reference is also made to the announcement of the Company dated 12 November 2025 and the circular dated 31 December 2025 in respect of, among others, the Luxshare Master Supply Agreement entered into between the Company and Luxshare, pursuant to which the Group agreed to sell Luxshare Products in accordance with specifications as requested by the Luxshare Group from time to time. Given that the Luxshare Precision Master Supply Agreement (as supplemented by the Second Supplemental Master Supply Agreement), the Luxshare Master Supply Agreement and
- 14 -
the Luxvisions Master Supply Agreement are entered into with the Controlling Shareholders and their respective associates and are similar in nature, the transactions under the Master Supply Framework Agreements should be aggregated pursuant to Rule 14A.81 of the Listing Rules.
As the highest of the applicable percentage ratios (as defined under the Listing Rules) for the annual caps under the Master Supply Framework Agreements in aggregate is more than 5%, the transactions contemplated under the Luxshare Precision Master Supply Agreement (as supplemented by the Second Supplemental Master Supply Agreement) are subject to the reporting, annual review, announcement and Independent Shareholders' approval requirements under Chapter 14A of the Listing Rules.
Due to her beneficial interests in Luxshare Precision, Ms. Wang Laichun, the Chairperson and a non-executive Director, is regarded as having a material interest in the transactions contemplated under the Second Supplemental Master Supply Agreement, and has abstained from voting on the relevant resolutions of the Board for approving the Second Supplemental Master Supply Agreement and the Revised Master Supply Annual Caps. To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, save for Ms. Wang Laichun, none of the Directors has any material interest in the Second Supplemental Master Supply Agreement, and none of them is required to abstain from voting on the relevant resolutions of the Board.
INFORMATION ON THE COMPANY, THE GROUP, THE VENDOR AND LUXSHARE PRECISION
Information on the Company and the Group
The Company was incorporated in the Cayman Islands as an exempted company with limited liability, the shares of which have been listed on Stock Exchange since February 2018. The Group is headquartered in Hong Kong, and has manufacturing facilities in Shanghai, Jiangsu, Jiangxi and Guangdong in the PRC, Japan, Vietnam, Thailand and Mexico. The Group is principally engaged in the manufacture and sales of copper and optical fiber cable assemblies, digital cable products, copper wire products, medical products and server products. The Group supplies its products to customers worldwide, including global network solutions and infrastructure providers, global cloud service provider, multinational medical equipment manufacturer and automotive manufacturer.
Information on the Vendor and Luxshare Precision
The Vendor is an investment holding company incorporated in Hong Kong with limited liability and is a wholly-owned subsidiary of Luxshare Precision. Luxshare Precision is a company incorporated in the PRC with limited liability whose shares are listed on the Shenzhen Stock Exchange (stock code: 002475). The Luxshare Precision Group is principally engaged in the research, development, manufacturing and sales of products in the fields of consumer electronics, automotive electronics, communication and data centers, and other end markets. As
- 15 -
at the date of this announcement, Luxshare Precision is owned as to (i) approximately 37.49% by Luxshare, which is in turn owned by Ms. Wang Laichun, the non-executive Director and the Chairperson of the Board, and Mr. Wang Laisheng, the brother of Ms. Wang Laichun, as to 50% each; and (ii) approximately 0.27% by Mr. Wang Laisheng directly.
GENERAL
The Independent Board Committee comprising all the independent non-executive Directors has been formed to advise the Independent Shareholders on the terms of the S&P Agreement, the Second Supplemental Master Supply Agreement and the transactions contemplated thereunder. Asian Capital has been appointed as the Independent Financial Adviser to make recommendations to the Independent Board Committee and the Independent Shareholders in this connection.
The connected persons and their associates who have a material interest in the S&P Agreement will be required to abstain from voting on the relevant resolutions at the extraordinary general meeting to be held by the Company. The EGM will be convened for the Independent Shareholders to consider and, if thought fit, approve the S&P Agreement, the Second Supplemental Master Supply Agreement and the transactions contemplated thereunder. A circular containing, among other things, (i) details of the S&P Agreement and the Acquisition contemplated thereunder; (ii) details of the Second Supplemental Master Supply Agreement and the Revised Master Supply Annual Caps; (iii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders; (iv) a letter of advice from the Independent Financial Advisor to the Independent Board Committee and the Independent Shareholders; (v) other information as required to be disclosed under the Listing Rules; and (vi) a notice of the EGM, is expected to be despatched to the Shareholders on or before 29 May 2026 so as to allow sufficient time for the preparation of the relevant information for inclusion in the circular.
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. 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 Sale Shares as contemplated under the S&P Agreement
"associate(s)" has the meaning ascribed to it under the Listing Rules
"Board" the board of Directors
- 16 -
- 17 -
“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
“Chairperson” chairperson of the Board
“Chief Executive Officer” 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 within ten business day after the date on which the last of the conditions precedent has been met or waived, or on a different date the Vendor and the Company mutually agree in writing
“Completion NAV” the net assets value of the Target Group as at the Completion Date based on the consolidated financial statements of the Target Group as at the Completion Date, subject to the review or audit by the auditors
“connected person(s)” has the meaning ascribed to it under the Listing Rules
“Consideration” the purchase price of the Sale Shares initially determined at US$12,700,000 payable by the Company to the Vendor for the Acquisition, subject to adjustment in accordance with the S&P Agreement
“Controlling Shareholder(s)” has the meaning ascribed to it under Listing Rules
“Director(s)” the director(s) of the Company
“EGM” the extraordinary general meeting of the Company to be convened and held to consider and, if thought fit, approve the S&P Agreement, the Second Supplemental Master Supply Agreement and the transactions contemplated thereunder
“EUR” Euros, the lawful currency of the European Union Member States
- 18 -
"First Supplemental Master Supply Agreement"
the supplemental agreement dated 12 November 2025 and entered into between the Company and Luxshare Precision to amend and supplement the terms contained in the Luxshare Precision Master Supply Agreement
"Germany"
the Federal Republic of Germany
"Group"
the Company and its subsidiaries
"HK$"
Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong"
the Hong Kong Special Administrative Region of China
"IFRS"
International Financial Reporting Standards
"Independent Board Committee"
the independent board committee of the Company comprising Mr. Ho Hin Shun, Mr. Luk Wai Shing, Mr. Chan Chung Shun Eric, Ms. Chan Kit Fun Fanny and Dr. Wu Che Yuen Justin, being all the independent non-executive Directors, which is formed to advise the Independent Shareholders on the terms of the S&P Agreement, the Second Supplemental Master Supply Agreement and the transactions contemplated thereunder
"Independent Financial Adviser" or "Asian Capital"
Asian Capital Limited (卓亞融資有限公司), a licensed corporation permitted to carry on Type 1 (dealing in securities), Type 4 (advising on securities) and Type 6 (advising on corporate finance) regulated activities under the SFO, being the independent financial adviser appointed by the Company to advise the Independent Board Committee and the Independent Shareholders in respect of the terms of the S&P Agreement, the Second Supplemental Master Supply Agreement and the transactions contemplated thereunder
"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
"Independent Shareholder(s)"
the Shareholder(s) who are not required to abstain from voting in respect of the ordinary resolutions proposed for approval at the EGM pursuant to the Listing Rules
- 19 -
"Initial NAV"
the net asset value of the Target Group as at 31 December 2025 based on the unaudited management accounts of the Target Group for the year ended 31 December 2025
"LEONI Cable Mexico"
LEONI Cable de Chihuahua S.A. de C.V, a company incorporated in Mexico with limited liability and registered and paid-up capital of MXN50,000
"LEONI China"
LEONI Cable (China) Co., Ltd. (萊尼電氣線纜(中國)有限公司), a company established in the PRC with limited liability and registered capital of US$46,323,597 and paid-up capital of US$36,323,597
"LEONI Germany"
LEONI Cable Assemblies GmbH, a company incorporated in Germany with limited liability and registered and paid-up capital of EUR30,000
"Leoni LCS Group"
LEONI Kabel and its subsidiaries
"LEONI Hungary"
LKH LEONI Kábelgyár Hungária Kft., a company incorporated in Hungary with limited liability and registered and paid-up capital of EUR1,009,962
"LEONI Kabel"
LEONI Kabel GmbH, a company incorporated in Germany with limited liability and registered and paid-up capital of EUR5,200,000
"LEONI Mexico"
LEONI Cable S.A. de C.V, a company incorporated in Mexico with limited liability and registered and paid-up capital of MXN34,959,545
"LEONI Morocco"
LEONI Cable Solutions Morocco S.A.S.U., a company incorporated in Morocco with limited liability and registered and paid-up capital of EUR50,000
"LEONI Poland"
LEONI Kabel Polska sp. z o.o., a company incorporated in Poland with limited liability and registered and paid-up capital of PLN45,000,000
"LEONI Romania"
LEONI Cable Solutions RO S. R. L, a company incorporated in Romania with limited liability and registered and paid-up capital of RON245,000
- 20 -
“LEONI Slovakia”
LEONI Slovakia spol. s.r.o, a company incorporated in Slovakia with limited liability and registered and paid-up capital of EUR9,903,673
“LEONI Solutions”
LEONI High Temp Solutions GmbH, a company incorporated in Germany with limited liability and registered and paid-up capital of EUR2,525,000
“LEONI Turkey”
LEONI Kablo ve Teknolojileri Sanayi ve Ticaret Ltd. Sirketi, a company incorporated in Turkey with limited liability and registered and paid-up capital of TRY714,400
“LEONI US”
LEONI Cable, Inc., a company incorporated in the United State of America with limited liability and registered and paid-up capital of US$30
“Leonische Holding”
Leonische Holding, Inc., a company incorporated in the United State of America with limited liability and registered and paid-up capital of US$20
“Listing Rules”
the Rules Governing the Listing of Securities on the Stock Exchange, as amended, supplemented or otherwise modified from time to time
“Luxvisions”
Luxvisions Innovation Technology Corp. Limited (formerly known as Guangzhou Luxvisions Innovation Technology Limited), a company established under the laws of the PRC
“Luxvisions Group”
Luxvisions and its subsidiaries
“Luxvisions Master Supply Agreement”
the agreement entered into between the Company and Luxvisions on 6 May 2025 for a term ending 31 December 2027, pursuant to which the Group agreed to sell Luxvisions Products in accordance with specifications as requested by Luxvisions
“Luxvisions Products”
products to be supplied by the Group to the Luxvisions Group according to the specifications as requested by the Luxvisions Group under the Luxvisions Master Supply Agreement, including but not limited to fiber optic jumper
"Luxshare"
Luxshare Limited, a company incorporated in Hong Kong with limited liability and is owned by Ms. Wang Laichun, the non-executive Director and the Chairperson of the Board, and Mr. Wang Laisheng, the brother of Ms. Wang Laichun, as to 50% each
"Luxshare Group"
Luxshare and its subsidiaries but excluding the Luxshare Precision Group and the Group
"Luxshare Master Supply Agreement"
the agreement entered into between the Company and Luxshare on 12 November 2025 for a term ending 31 December 2028, pursuant to which the Group agreed to sell Luxshare Products in accordance with specifications as requested by the Luxshare Group
"Luxshare Precision"
Luxshare Precision Industry Co., Limited (立訊精密工業股份有限公司), a company incorporated in the PRC with limited liability and listed on the Shenzhen Stock Exchange (stock code: 002475)
"Luxshare Precision Group"
Luxshare Precision and its subsidiaries but excluding the Group and the Target Group
"Luxshare Precision Master Supply Agreement"
the agreement entered into between the Company and Luxshare Precision on 24 March 2025 for a term ending 31 December 2027, pursuant to which the Group agreed to sell Luxshare Precision Products in accordance with specifications as requested by the Luxshare Precision Group
"Luxshare Precision Products"
products to be supplied by the Group to the Luxshare Precision Group according to the specifications as requested by the Luxshare Precision Group under the Luxshare Precision Master Supply Agreement, which comprise cable products, medical equipment cables, copper wire products and server products
"Luxshare Products"
products to be supplied by the Group to the Luxshare Group according to the specifications as requested by the Luxshare Group under the Luxshare Master Supply Agreement, which comprise cable products, medical equipment cables, copper wire products and server products
"Mexico"
the United Mexican States
- 21 -
- 22 -
“Morocco” the Kingdom of Morocco
“MXN” Mexican Pesos, the lawful currency of Mexico
“Placing” the placing of the 108,000,000 new Shares by or on behalf of the Macquarie Capital Limited on the terms and subject to the conditions set out in the placing agreement entered into between the Company and Macquarie Capital Limited dated 10 February 2026
“PLN” Polish Zloty, the lawful currency of Poland
“Poland” the Republic of Poland
“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
“Revised Master Supply Annual Caps” the revised annual caps for Luxshare Precision Products as supplied by the Group to the Luxshare Precision Group under the Second Supplemental Master Supply Agreement
“RON” Romanian Lei, the lawful currency of Romania
“S&P Agreement” the conditional sale and purchase agreement dated 23 April 2026 entered into between the Company and the Vendor in relation to the Acquisition
“Sale Shares” 204,000 shares of the Target Company, representing 51% of the entire issued share capital of the Target Company
“Second Supplemental Master Supply Agreement” the supplemental agreement dated 23 April 2026 and entered into between the Company and Luxshare Precision to amend and supplement the terms contained in the Luxshare Precision Master Supply Agreement
“Singapore” the Republic of Singapore
“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)
"Slovakia"
the Slovak Republic
"Stock Exchange"
The Stock Exchange of Hong Kong Limited
"subsidiary(ies)"
has the meaning ascribed to it under the Listing Rules
"Target Company"
Time Interconnect Singapore Pte. Ltd., a company incorporated in Singapore with limited liability and issued and paid-up share capital of US$400,000
"Target Group"
the Target Company and its subsidiaries, namely LEONI Cable Mexico, LEONI China, LEONI Germany, LEONI Hungary, LEONI Kabel, LEONI Mexico, LEONI Morocco, LEONI Poland, LEONI Romania, LEONI Slovakia, LEONI Solutions, LEONI Turkey, LEONI US, Leonische Holding
"TRY"
Turkish Lira, the lawful currency of Turkey
"Turkey"
the Republic of Türkiye
"US$"
United States dollars, the lawful currency of the United States of America
"Vendor"
Luxshare Precision Limited, a company incorporated in Hong Kong with limited liability and a Controlling Shareholder of the Company
"%)
per cent.
By order of the Board
Time Interconnect Technology Limited
Cua Tin Yin Simon
Executive Director and Chief Executive Officer
Hong Kong, 23 April 2026
As at the date of this announcement, the Board comprises four executive Directors, namely Mr. Cua Tin Yin Simon, Mr. Wong Chi Kuen, Mr. Chaung Kwai Wing and Mr. Hung Wai Lai William, one non-executive Director, namely Ms. Wang Laichun and five independent non-executive Directors, namely Mr. Ho Hin Shun, Mr. Luk Wai Shing, Mr. Chan Chung Shun Eric, Ms. Chan Kit Fun Fanny and Dr. Wu Che Yuen Justin.
- 23 -