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Time Interconnect Technology Limited Proxy Solicitation & Information Statement 2025
50124_rns_2025-04-29_0fa4b9d5-df73-45e2-bb9f-852426491332.pdf
Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in TIME INTERCONNECT TECHNOLOGY LIMITED, you should at once hand this circular with the enclosed form of proxy to the purchaser or the transferee or to the bank, licensed securities dealer or other agent through whom the sale was effected for transmission to the purchaser(s) or transferee(s).
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited (the "Stock Exchange") take no responsibility for the contents of this circular, 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 circular.
匯聚科技有限公司
TIME Interconnect Technology Limited
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1729)
PROPOSALS FOR GENERAL MANDATES TO ISSUE AND
REPURCHASE SHARES, FINAL DIVIDEND,
RE-ELECTION OF RETIRING DIRECTORS,
RE-APPOINTMENT OF AUDITOR
AND
NOTICE OF ANNUAL GENERAL MEETING
A notice convening the annual general meeting ("AGM") of TIME INTERCONNECT TECHNOLOGY LIMITED (the "Company") to be held at Boardroom, Units 213-221, 2/F, Building 5E, 5 Science Park East Avenue, Hong Kong Science Park, Shatin, Hong Kong on Friday, 23 May 2025 at 3:00 p.m. is set out on pages 17-22 of this circular. A form of proxy for use at the AGM is enclosed with this circular.
A form of proxy is enclosed with this circular. Whether or not you intend to attend and vote at the AGM, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the Company's branch share registrar and transfer office in Hong Kong Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible but in any event not later than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting at the AGM or any adjournment thereof (as the case may be) should you so desire.
29 April 2025
CONTENTS
Page
Definitions 1
Letter from the Board 3
Appendix I — Explanatory Statement 9
Appendix II — Details of Directors proposed to be re-elected at the AGM 14
Notice of AGM 17
- i -
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions have the following meanings:
"AGM"
the annual general meeting of the Company to be convened and held at Boardroom, Units 213-221, 2/F, Building 5E, 5 Science Park East Avenue, Hong Kong Science Park, Shatin, Hong Kong on Friday, 23 May 2025 at 3:00 p.m., the notice of which is set out on pages 17-22 of this circular
"AGM Notice"
the notice convening the AGM set out on pages 17-22 of this circular
"Articles of Association"
the amended and restated articles of association of the Company adopted by a special resolution passed and effective on 28 August 2023 and "Article" shall mean an article of Articles of Association
"Board"
the board of Directors
"CCASS"
the Central Clearing and Settlement System operated by the Hong Kong Securities Clearing Company Limited
"close associate(s)"
has the same meaning ascribed to it under Listing Rules
"Company"
Time Interconnect Technology Limited, an exempted company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the Main Board of the Stock Exchange
"connected person(s)"
has the same meaning ascribed to it under the Listing Rules
"Director(s)"
the director(s) of the Company
"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 the People's Republic of China
- 1 -
DEFINITIONS
"Issue Mandate"
a general and unconditional mandate proposed to be granted to the Directors to exercise all power of the Company to allot, issue and otherwise deal with Shares (including any sale or transfer of treasury shares out of treasury) of up to 20% of the issued share capital of the Company (excluding any treasury shares) on the date of AGM as set out in resolution no. 6 of the AGM Notice
"Latest Practicable Date"
22 April 2025, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained herein
"Listing Rules"
The Rules Governing the Listing of Securities on the Stock Exchange as amended from time to time
"Repurchase Mandate"
a general and unconditional mandate proposed to be granted to the Directors to exercise all powers of the Company to repurchase Shares up to 10% of the issued share capital of the Company (excluding any treasury shares) on the date of AGM, as set out in resolution no. 7 in the AGM Notice
"SFO"
the Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong), as amended and supplemented from time to time
"Share(s)"
share(s) of nominal or par value of HK$0.01 each in the share capital of the Company
"Shareholder(s)"
the holder(s) of Share(s)
"Stock Exchange"
The Stock Exchange of Hong Kong Limited
"Substantial shareholder(s)"
has the same meaning ascribed to it under the Listing Rules
"Takeovers Code"
The Codes on Takeovers and Mergers and Share Buy-backs as approved by the Securities and Futures Commission of Hong Kong, as amended, modified or otherwise supplemented from time to time
"treasury shares"
has the same meaning ascribed to it under the Listing Rules
"%"
per cent.
- 2 -
LETTER FROM THE BOARD
匯聚科技有限公司
TIME Interconnect Technology Limited
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1729)
Executive Directors:
Mr. Cua Tin Yin Simon (Chief Executive Officer)
Mr. Wong Chi Kuen
Non-executive Director:
Ms. Wang Laichun (Chairman)
Independent non-executive Directors:
Mr. Ho Hin Shun
Mr. Luk Wai Shing
Mr. Chan Chung Shun Eric
Ms. Chan Kit Fun Fanny
(appointed on 11 April 2025)
Registered office:
Windward 3
Regatta Office Park
PO Box 1350
Grand Cayman KY1-1108
Cayman Islands
Head office and principal place of
business in Hong Kong:
Units 213-221, 2/F, Building 5E
5 Science Park East Avenue
Hong Kong Science Park
Shatin, Hong Kong
29 April 2025
To the Shareholders
Dear Sir/Madam,
PROPOSALS FOR GENERAL MANDATES TO ISSUE AND
REPURCHASE SHARES, FINAL DIVIDEND,
RE-ELECTION OF RETIRING DIRECTORS,
RE-APPOINTMENT OF AUDITOR
AND
NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
The purpose of this circular is to: (i) provide you with details of the proposed Issue Mandate and the proposed Repurchase Mandate and the extension of the Issue Mandate by addition thereto of the number of Shares repurchased pursuant to the Repurchase Mandate; (ii) set out an explanatory statement regarding the Repurchase Mandate; (iii) payment of final dividend; (iv) furnish you with details of the proposed re-election of Directors and (v) provide you the AGM Notice.
LETTER FROM THE BOARD
GENERAL MANDATE TO ISSUE SHARES
The Company's existing mandate to issue Shares was approved by ordinary resolutions at the annual general meeting held on 29 May 2024. The existing mandate to issue Shares will lapse at the conclusion of the AGM. At the AGM, an ordinary resolution will be proposed to grant to the Directors new general and unconditional mandate to allot, issue and otherwise deal with Shares (including any sale or transfer of treasury shares out of treasury) of up to 20% of the total number of the issued Shares (excluding any treasury shares) as at the date of passing of the relevant resolution.
In addition, a separate ordinary resolution will be proposed at the AGM to add to the Issue Mandate those Shares repurchased by the Company pursuant to the Repurchase Mandate (if so granted to the Directors at the AGM).
The Board notes that pursuant to the amendments to the Listing Rules effective from 11 June 2024, the Listing Rules have been amended to introduce flexibility for listed companies to cancel shares repurchased and/or to adopt a framework to (i) allow repurchased shares to be held in treasury and (ii) govern the resale of treasury shares. If the Company repurchases Shares pursuant to the Repurchase Mandate, the Company may (i) cancel the repurchase Shares and/or (ii) hold such Shares in treasury, subject to the market conditions and the capital management needs of the Company at the relevant time such repurchases of Shares are made. If the Company holds Shares in treasury, any resale of Shares held in treasury will be subject to resolution no. 6 of the notice of the AGM and made in accordance with the Listing Rules and applicable laws and regulations of the Cayman Islands.
The Directors have no present intention to exercise the Issue Mandate or the Repurchase Mandate (if granted to the Directors at the AGM).
The Issue Mandate allows the Company to allot, issue and otherwise deal with Shares (including any sale or transfer of treasury shares out of treasury) only during the period ending on the earliest of (i) the conclusion of the next annual general meeting of the Company; (ii) the date by which the next annual general meeting of the Company is required to be held by the Articles of Association or the laws of the Cayman Islands; or (iii) the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders at a general meeting of the Company (the "Relevant Period").
As at the Latest Practicable Date, the issued share capital of the Company comprised 1,950,336,000 Shares. Subject to the passing of the relevant resolution to approve the Issue Mandate and on the basis that no further Shares are allotted and issued or repurchased prior to the date of the AGM, the Directors would be authorised to allot, issue and otherwise deal with (including any sale or transfer of treasury shares out of treasury) a maximum of 390,067,200 Shares under the Issue Mandate, representing 20% of the total number of the issued Shares (excluding any treasury shares) as at the date of the AGM.
LETTER FROM THE BOARD
GENERAL MANDATE TO REPURCHASE SHARES
The Company’s existing mandate to repurchase Shares was approved by ordinary resolutions at the annual general meeting held on 29 May 2024. Unless otherwise renewed, the existing mandate to repurchase Shares will lapse at the conclusion of the AGM.
At the AGM, an ordinary resolution will be proposed to grant to the Directors new general and unconditional mandate to repurchase Shares of up to 10% of the total number of the issued Shares (excluding any treasury shares) as at the date of passing of the relevant resolution. The Repurchase Mandate will allow the Company to make repurchases only during the Relevant Period.
As at the Latest Practicable Date, the issued share capital of the Company comprised 1,950,336,000 Shares. Subject to the passing of the relevant resolution to approve the Repurchase Mandate and on the basis that no further Shares are allotted and issued or repurchased prior to the date of the AGM, the Company would be allowed to repurchase a maximum of 195,033,600 Shares under the Repurchase Mandate, representing 10% of the total number of the issued Shares (excluding any treasury shares) as at the date of the AGM.
An explanatory statement required to be sent to the Shareholders under the Listing Rules is set out in Appendix I to this circular to provide the requisite information regarding the Repurchase Mandate to the Shareholders.
FINAL DIVIDEND
The Board has recommended a final dividend of HK1.3 cents per Share subject to Shareholders’ approval at the AGM.
RE-ELECTION OF RETIRING DIRECTORS
As at the Latest Practicable Date, the Board consisted of seven (7) Directors, namely:
Executive Directors
Mr. Cua Tin Yin Simon
Mr. Wong Chi Kuen
Non-executive Director
Ms. Wang Laichun
LETTER FROM THE BOARD
Independent non-executive Directors
Mr. Ho Hin Shun
Mr. Luk Wai Shing
Mr. Chan Chung Shun Eric
Ms. Chan Kit Fun Fanny (appointed on 11 April 2025)
In accordance with Article 108 of the Articles of Association, at each annual general meeting of the Company, one-third of the Directors for the time being (or, if their number is not three or a multiple of three, then the number nearest to but not less than one-third) shall retire from office by rotation provided that every Director, including those appointed for a specific term, shall be subject to retirement by rotation at least once every three years.
Further, according to Article 112 of the Articles of Association, any Director appointed by the Board or by ordinary resolution in a general meeting either to fill a casual vacancy or as an addition to the existing Board shall hold office only until the first annual general meeting of the Company after his/her appointment and be subject to re-election at such annual general meeting.
At the AGM, Ms. Wang Laichun (“Ms. Wang”), Mr. Ho Hin Shun (“Mr. Ho”) and Ms. Chan Kit Fun Fanny (“Ms. Chan”) will retire and, being eligible, will offer themselves for re-election.
The nomination committee of the Company (the “Nomination Committee”) had reviewed the independence of Mr. Ho and Ms. Chan. Mr. Ho has submitted an annual confirmation to the Company on his fulfillment of the independence guidelines and Ms. Chan has also submitted an independence confirmation upon her appointment as an independent non-executive Director according to Rule 3.13 of the Listing Rules. After due consideration, the Board confirmed that both Mr. Ho and Ms. Chan continue to be considered as independent non-executive Directors and will continue to bring forth valuable business experience, knowledge and professionalism to the Board for its efficient and effective functioning and diversity. Each of Mr. Ho and Ms. Chan had abstained from deliberation and decision in respect of the assessment of his/her own independence.
The Company has put in place a nomination policy which sets out, inter alia, the selection criteria (the “Criteria”) and the evaluation procedures in nominating candidates to be appointed or re-appointed as the Directors of the Company. The re-appointment of each of Ms. Wang, Mr. Ho and Ms. Chan was recommended by the Nomination Committee, and the Board has accepted the recommendations following a review of their overall contribution and service to the Company including their attendance of Board meetings and general meetings, the level of participation and performance on the Board, and whether they continue to satisfy the Criteria.
Biographical details of the retiring Directors are set out in Appendix II to this circular. In consideration of the background, specific knowledge and experience of Ms. Wang, Mr. Ho and Ms. Chan, the Board believes that they could bring invaluable insights. Their in-depth knowledge, extensive experience and expertise continue to provide invaluable contribution and diversity to the Board.
LETTER FROM THE BOARD
PROPOSED RE-APPOINTMENT OF AUDITOR
BDO Limited will retire as the independent auditor of the Company at the AGM and being eligible, offer themselves for re-appointment.
Upon the recommendation of the Audit Committee, the Board proposed to re-appoint BDO Limited as the independent auditor of the Company and to hold office until the conclusion of the next annual general meeting of the Company.
CLOSURE OF REGISTER OF MEMBERS
The forthcoming AGM is scheduled to be held on Friday, 23 May 2025. For determining the entitlement to attend and vote at the AGM, the register of members of the Company will be closed from Tuesday, 20 May 2025 to Friday, 23 May 2025, both days inclusive, during which period no transfer of shares of the Company will be registered. In order to attend and vote at the AGM, all share transfer documents accompanied by the relevant share certificates must be lodged with the share registrar of the Company in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, for registration not later than 4:30 p.m. on Monday, 19 May 2025.
In order to qualify for the entitlement to the proposed final dividend, the register of members of the Company will also be closed from Thursday, 29 May 2025 to Monday, 2 June 2025, both days inclusive, during which period no transfer of shares in the Company will be registered. All transfer of shares, accompanied by the relevant share certificates, must be lodged with the share registrar of the Company in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration not later than 4:30 p.m. on Wednesday, 28 May 2025. If the resolution of the proposed final dividend is passed at the AGM, the proposed dividend will be payable to Shareholders whose names appear on the register of members of the Company on Monday, 2 June 2025. The proposed final dividend is expected to be paid on or before Thursday, 26 June 2025.
AGM
A notice convening the AGM to be held at Boardroom, Units 213-221, 2/F, Building 5E, 5 Science Park East Avenue, Hong Kong Science Park, Shatin, Hong Kong on Friday, 23 May 2025 at 3:00 p.m. is set out on pages 17-22 of this circular.
A form of proxy for use by Shareholders at the AGM is enclosed with this circular. Whether or not you intend to attend and vote at the AGM in person, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the AGM or any adjournment
- 7 -
LETTER FROM THE BOARD
thereof (as the case may be). Completion and return of the form of proxy will not preclude you from subsequently attending and voting at the AGM or any adjournment thereof (as the case may be) should you so desire.
VOTING BY POLL
Pursuant to Rule 13.39(4) of the Listing Rules, any vote of the Shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Therefore, all resolutions as set out in the notice convening the AGM will be voted by poll and, after being verified by the scrutineer, the results of the poll will be published in the manner prescribed under Rule 13.39(5) of the Listing Rules.
RECOMMENDATIONS
The Directors consider that the granting of the Issue Mandate, the Repurchase Mandate, the extension of the Issue Mandate, final dividend, the re-election of the retiring Directors, appointment of auditor and adoption of the New Memorandum and Articles of Association are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM and as set out in the AGM Notice.
RESPONSIBILITY STATEMENT
This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.
By Order of the Board
Time Interconnect Technology Limited
Cua Tin Yin Simon
Executive Director
APPENDIX I
EXPLANATORY STATEMENT
This appendix serves as an explanatory statement as required under the Listing Rules to provide the requisite information to the Shareholders for consideration of the Repurchase Mandate pursuant to Rule 10.06 of the Listing Rules.
1. SHARE CAPITAL
As at the Latest Practicable Date, the issued share capital of the Company comprised 1,950,336,000 Shares. Subject to the passing of the relevant resolution to approve the Repurchase Mandate and on the basis that no further Shares are allotted and issued or repurchased between the Latest Practicable Date and the date of AGM, the Company will be allowed to repurchase a maximum of 195,033,600 Shares during the Relevant Period.
2. SOURCE OF FUNDS
The Directors propose that the repurchase of Shares under the Repurchase Mandate would be financed from the Company's internal resources.
In repurchasing the Shares, the Company may only apply funds which are legally available for such purposes in accordance with the constitutive documents of the Company, the Listing Rules and the applicable laws and regulations of the Cayman Islands. The Company will not purchase the Shares on Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time.
3. REASONS FOR SHARE REPURCHASE
Although the Directors have no present intention of exercising the proposed Repurchase Mandate, the Directors believe that the flexibility afforded by the proposed Repurchase Mandate would be beneficial to the Company and the Shareholders. The Company may cancel repurchased shares or hold them as treasury shares, subject to market conditions and the Group's capital management needs at the relevant time of the repurchases. Shares repurchased for cancellation may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net asset value of the Shares and/or earnings per Share. On the other hand, Shares repurchased and held by the Company as treasury shares may be resold on the market at market price to raise funds for the Company, or used for other purposes, subject to the compliance with the Listing Rules, the Articles of Association, and the laws of the Cayman Islands.
APPENDIX I
EXPLANATORY STATEMENT
4. SHARE PRICES
The highest and lowest prices at which the Shares have traded on the Stock Exchange in each of the 12 months immediately preceding the Latest Practicable Date were as follows:
| Share Price | ||
|---|---|---|
| Highest | ||
| HK$ | Lowest | |
| HK$ | ||
| 2024 | ||
| April | 1.970 | 1.740 |
| May | 2.270 | 1.770 |
| June | 3.850 | 2.190 |
| July | 3.950 | 3.180 |
| August | 3.930 | 3.010 |
| September | 4.500 | 3.460 |
| October | 5.100 | 4.110 |
| November | 5.080 | 4.000 |
| December | 4.440 | 3.880 |
| 2025 | ||
| January | 4.740 | 3.800 |
| February | 5.350 | 4.200 |
| March | 5.590 | 4.630 |
| April (up to the Latest Practicable Date) | 5.120 | 3.430 |
5. UNDERTAKING
The Directors will exercise the powers of the Company to make repurchases pursuant to the Repurchase Mandate and in accordance with the Listing Rules, the Articles of Association, the memorandum of association of the Company and the applicable laws of the Cayman Islands. The Company confirms that the explanatory statement set out in this Appendix contains the information required under Rule 10.06(1)(b) of the Listing Rules and that neither the explanatory statement nor the Repurchase Mandate has any unusual features.
For any treasury shares deposited with CCASS pending resale on the Stock Exchange, the Company shall (i) procure its broker not to give any instructions to Hong Kong Securities Clearing Company Limited to vote at general meetings of the Company for the treasury shares deposited with CCASS; and (ii) in the case of dividends or distributions, withdraw the treasury shares from CCASS, and either re-register them in its own name as treasury shares or cancel them, in each case before the record date for dividends or distributions, or take any other measures to ensure that it will not exercise any shareholders' rights or receive any entitlements which would otherwise be suspended under the applicable laws if those Shares were registered in its own name as treasury shares.
APPENDIX I
EXPLANATORY STATEMENT
6. EFFECT OF THE TAKEOVERS CODE
If as a result of a repurchase of Shares pursuant to the Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Takeovers Code. As a result, a Shareholder, or a group of Shareholders acting in concert (as defined in the Takeovers Code), depending on the level of increase of the shareholder’s interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.
As at the Latest Practicable Date, the following shareholders had interests representing 5% or more of the issued share capital of the Company:
| Name | Capacity/Nature of interest | Number of shares held | Approximate percentage of total issued Shares
As at the Latest Practicable Date | If Repurchase Mandate is exercised in full |
| --- | --- | --- | --- | --- |
| Luxshare Precision Limited | Beneficial Owner | 1,380,594,000 | 70.79% | 78.65% |
| Luxshare Precision Industry Co., Limited (Note 2) | Interest of controlled corporation | 1,380,594,000 | 70.79% | 78.65% |
| Luxshare Limited (Note 3) | Interest of controlled corporation | 1,380,594,000 | 70.79% | 78.65% |
| Ms. Wang Laichun (Note 4) | Interest of controlled corporation | 1,380,594,000 | 70.79% | 78.65% |
| Mr. Wang Laisheng (Note 5) | Interest of controlled corporation | 1,380,594,000 | 70.79% | 78.65% |
Notes:
- All interests stated are long positions.
- Luxshare Precision Limited (“Luxshare Precision”), a limited liability company incorporated in Hong Kong which is wholly-owned by Luxshare Precision Industry Co., Limited (“Luxshare Precision Industry”). Therefore, Luxshare Precision Industry is deemed, or taken to be, interested in all the shares held by Luxshare Precision for the purpose of the SFO.
- Luxshare Limited holds 37.69% of the issued ordinary share capital of Luxshare Precision Industry, and Luxshare Precision is wholly-owned by Luxshare Precision Industry. Therefore, Luxshare Limited is deemed to, or taken to be, interested in all the shares held by Luxshare Precision Industry for the purpose of the SFO.
APPENDIX I
EXPLANATORY STATEMENT
-
Ms. Wang Laichun holds 50% of the issued share capital of Luxshare Limited. Luxshare Limited holds 37.69% of the issued share capital of Luxshare Precision Industry, and Luxshare Precision is wholly-owned by Luxshare Precision Industry. Therefore, Ms. Wang Laichun is deemed, or taken to be, interested in all the shares held by Luxshare Precision for the purpose of the SFO. Ms. Wang Laichun is the sole director of Luxshare Precision and the chairperson and general manager of Luxshare Precision Industry.
-
Mr. Wang Laisheng holds 50% of issued share capital of Luxshare Limited. Luxshare Limited holds 37.69% of the issued share capital of Luxshare Precision Industry, and Luxshare Precision is wholly-owned by Luxshare Precision Industry. Therefore, Mr. Wang Laisheng is deemed, or taken to be, interested in all the shares held by Luxshare Precision for the purpose of the SFO. Mr. Wang Laisheng is the vice chairman of Luxshare Precision Industry.
On the basis that no Shares are allotted and issued or repurchased from the Latest Practicable Date to the date of AGM, no person is obliged to make a mandatory offer under Rule 26 of the Takeovers Code or result in the amount of Shares held by the public being reduced to less than 25%.
The Directors do not intend to exercise the power to repurchase Shares to an extent which would render any Shareholder or group of Shareholders obliged to make a mandatory offer under Rule 26 of the Takeovers Code.
The Directors will not repurchase the Shares on the Stock Exchange if the repurchase would result in the number of the listed securities which are in the hands of the public falling below 25%, being the relevant minimum prescribed percentage for the Company as required by the Stock Exchange.
7. DISCLOSURE OF INTERESTS OF DIRECTORS, THEIR CLOSE ASSOCIATES AND CORE CONNECTED PERSONS
As at the Latest Practicable Date, none of the Directors nor, to the best of their respective knowledge and belief and having made all reasonable enquiries, their close associates (as defined under the Listing Rules), have any present intention, if the Repurchase Mandate is approved by the Shareholders and is exercised, to sell any Shares to the Company or any of its subsidiaries under the Repurchase Mandate.
As at the Latest Practicable Date, no core connected person (as defined in the Listing Rules) of the Company (i) has notified the Company that he/she/it has a present intention to sell any Shares; and (ii) has undertaken to the Company that he/she/it will not sell any Shares held by he/she/it to the Company, in the event that the Repurchase Mandate is approved by the Shareholders.
8. MATERIAL ADVERSE CHANGE
As compared with the financial position of the Company as at 31 December 2024 (being the date to which the latest consolidated financial statements of the Company have been made up), the Directors consider that there would not be a material adverse impact on the working capital and on the gearing position of the Company in the event that the proposed repurchases were to be carried out in full during the proposed repurchase period.
APPENDIX I
EXPLANATORY STATEMENT
The Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital of the Company or the gearing position which in the opinion of the Directors are from time to time appropriate for the Company.
- SHARE REPURCHASE MADE BY THE COMPANY
The Company had not purchased any of the Shares (whether on the Stock Exchange or otherwise) in the six months immediately preceding the Latest Practicable Date.
- 13 -
APPENDIX II
DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM
The following are particulars of the Directors proposed to be re-elected at the AGM:
RE-ELECTION OF DIRECTORS
Ms. Wang Laichun ("Ms. Wang")
Ms. Wang, aged 57, has been appointed as the chairman of the Board (the "Chairman") and the non-executive Director since 19 April 2022. Ms. Wang has over 32 years of experience in the electronics industry. She is the chairman and general manager of Luxshare Precision Industry Co., Ltd., a company incorporated in the PRC with limited liability and listed on the Shenzhen Stock Exchange (stock code: 002475). Ms. Wang had worked in Sanyo Electric (Shekou) Co., Ltd. from 1984 to 1986. Ms. Wang had worked in the Wiring Business Unit of Foxconn, a subsidiary of Hon Hai Technology Group (Foxconn) for nearly 10 years since 1988. Ms. Wang left Foxconn in 1997 to start her own business. In 1999, Ms. Wang and Mr. Wang Laisheng jointly purchased the shares of Luxshare Limited. In 2004, Ms. Wang founded Luxshare Precision Industry (Shenzhen) Co., Ltd. through Luxshare Limited and acted as the chairman of the board of directors. Ms. Wang holds an EMBA from the Shenzhen Graduate School of Tsinghua University.
Ms. Wang has renewed the Director's service agreement with the Company for a term of three years commencing on 19 April 2025 subject to rotation and re-election at annual general meetings of the Company in accordance with the Articles of Association. The Director's remuneration of Ms. Wang will be reviewed annually by the Board and by reference to prevailing market practice, the Company's remuneration policy, her experience, duties and responsibilities within the Company. For the year ended 31 December 2024, the total remuneration paid to Ms. Wang amounted to approximately HK$390,000.
As at the Latest Practicable Date, Ms. Wang was deemed to be interested in 1,380,594,000 Shares held by Luxshare Precision Limited, representing approximately 70.79% of the issued share capital of the Company.
Save as disclosed above, Ms. Wang does not hold any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years or any other position with the Company and other members of the Group or other major appointments and professional qualifications.
Save as disclosed above, as at the Latest Practicable Date, Ms. Wang does not have any relationship with other Directors, senior management, substantial or controlling shareholders of the Company.
Save as disclosed above, the Company considers that in relation to the re-election of Ms. Wang as a non-executive Director, there is no information to be disclosed pursuant to paragraphs (h) to (v) of Rule 13.51 (2) of the Listing Rules and there are no other matters that need to be brought to the attention of the Shareholders.
APPENDIX II
DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM
Mr. Ho Hin Shun (“Mr. Ho”)
Mr. Ho, aged 60, has been appointed as the independent non-executive Director since 24 January 2018. Mr. Ho has over 32 years of experience in sales and marketing on electronics components and substantial management experience in multinational corporations. Mr. Ho obtained a Bachelor of Science degree in Engineering from the University of Hong Kong. He further obtained his Master of Business Administration from The Chinese University of Hong Kong.
Mr. Ho has renewed the letter of appointment with the Company for a term of three years commencing on 13 February 2024 subject to rotation and re-election at annual general meetings of the Company in accordance with the Articles of Association. The director’s fee of Mr. Ho will be reviewed annually by the Board and by reference to the prevailing market practice, the Company’s remuneration policy, his experience, duties and responsibilities within the Company. For the year ended 31 December 2024, the total remuneration paid to Mr. Ho amounted to HK$800,000.
As at the Latest Practicable Date, Mr. Ho has a personal interest in 2,488,000 Shares, representing approximately 0.13% of the issued share capital of the Company within the meaning of Part XV of the SFO.
Save as disclosed above, Mr. Ho does not hold any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years or any other position with the Company and other members of the Group or other major appointments and professional qualifications.
Save as disclosed above, as at the Latest Practicable Date, Mr. Ho does not have any relationship with other Directors, senior management, substantial or controlling shareholders of the Company and he has no interests in the shares of the Company which are required to be disclosed pursuant to Part XV of the SFO.
Save as disclosed above, the Company considers that in relation to the re-election of Mr. Ho as an independent non-executive Director, there is no information to be disclosed pursuant to paragraphs (h) to (v) of Rule 13.51 (2) of the Listing Rules and there are no other matters that need to be brought to the attention of the Shareholders.
APPENDIX II
DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM
Ms. Chan Kit Fun Fanny (“Ms. Chan”)
Ms. Chan, aged 65, has over 30 years of experience in the banking and manufacturing industries. Ms. Chan obtained her Master of Business Administration degree from The City University London and a Bachelor of Arts degree from The University of Hong Kong. Ms. Chan has also been an independent non-executive director of Win Hanverky Holdings Limited, a company listed on the Stock Exchange (stock code: 3322), since July 2022.
Ms. Chan has entered into a letter of appointment with the Company for a term of three years commencing on 11 April 2025, subject to rotation and re-election at annual general meetings of the Company in accordance with the Articles of Association. Ms. Chan is entitled to a director’s fee of HK$300,000 per annum, and will be reviewed annually by the Board and by reference to the prevailing market practice, the Company’s remuneration policy, her experience, duties and responsibilities within the Company.
Save as disclosed above, Ms. Chan does not hold any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years or any other position with the Company and other members of the Group or other major appointments and professional qualifications.
Save as disclosed above, as at the Latest Practicable Date, Ms. Chan does not have any relationship with other Directors, senior management, substantial or controlling shareholders of the Company and she has no interest in the shares of the Company which are required to be disclosed pursuant to Part XV of the SFO.
Save as disclosed above, the Company considers that in relation to the re-election of Ms. Chan as an independent non-executive Director, there is no information to be disclosed pursuant to paragraphs (h) to (v) of Rule 13.51 (2) of the Listing Rules and there are no other matters that need to be brought to the attention of the Shareholders.
NOTICE OF AGM
匯聚科技有限公司
TIME Interconnect Technology Limited
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1729)
NOTICE IS HEREBY GIVEN that the annual general meeting (the "Meeting") of shareholders of Time Interconnect Technology Limited (the "Company") will be held at Boardroom, Units 213-221, 2/F, Building 5E, 5 Science Park East Avenue, Hong Kong Science Park, Shatin, Hong Kong on Friday, 23 May 2025 at 3:00 p.m., to consider and, if thought fit, to pass with or without amendments, the following resolutions:
ORDINARY RESOLUTIONS
- To receive, consider and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors of the Company (the "Directors") and the auditor of the Company for the year ended 31 December 2024;
- To re-appoint BDO Limited as the auditor of the Company and to authorise the board of Directors to fix its remuneration;
- To declare a final dividend of HK1.3 cents per share for the year ended 31 December 2024;
- (a) To re-elect Ms. Wang Laichun as a non-executive Director;
(b) To re-elect Mr. Ho Hin Shun as an independent non-executive Director;
(c) To re-elect Ms. Chan Kit Fun Fanny as an independent non-executive Director; - To authorise the board of Directors to fix the remuneration of the Directors;
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"THAT:
(a) Subject to paragraph (c) of this resolution, and pursuant to the Rules Governing the Listing of Securities (the "Listing Rules") on The Stock Exchange of Hong Kong Limited (the "Stock Exchange"), the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares (the "Shares") of HK$0.01 each in the share capital of the Company (including any sale or transfer of treasury shares out of treasury) or securities convertible into such Shares or options, warrants, or similar right to -
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NOTICE OF AGM
subscribe for any Shares or convertible securities of the Company and to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into Shares) which would or might require the exercise of such power be and is hereby generally and unconditionally approved;
(b) the approval in paragraph (a) of this resolution shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into Shares) which would or might require the exercise of such powers (including but not limited to the power to allot, issue and deal with additional Shares) during or after the end of the Relevant Period;
(c) the total number of Shares to be allotted or agreed conditionally or unconditionally to be allotted and issued (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraphs (a) and (b) of this resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); (ii) the exercise of any options granted under any share option scheme adopted by the Company or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries and/or any eligible persons thereunder of shares or rights to subscribe for shares in the capital of the Company; (iii) any scrip dividend scheme or similar arrangement providing for the allotment of shares in the Company in lieu of the whole or part a dividend pursuant to the articles of association of the Company (the "Articles of Association") from time to time; or (iv) an issue of shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into shares of the Company, shall not exceed 20% of the total number of the issued Shares (excluding any treasury shares) as at the time of passing this resolution, and the said approval shall be limited accordingly; and
(d) for the purpose of this resolution, "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or any applicable laws of the Cayman Islands to be held; or
(iii) the date on which the authority given under this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.
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NOTICE OF AGM
"Rights Issue" means an offer of shares of the Company open for a period fixed by the Company or the Directors to holders of shares of the Company whose names appear on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares as at that date (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction, or the requirements of any recognised regulatory body or any stock exchange).
Any reference to an allotment, issue, grant, offer or disposal of Shares shall include the sale or transfer of treasury shares in the capital of the Company (including to satisfy any obligation upon the conversion or exercise of any convertible securities, options, warrants or similar rights to subscribe for shares of the Company) to the extent permitted by, and subject to the provisions of, the Listing Rules and applicable laws and regulations.
- "THAT:
(a) subject to paragraph (c) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase shares in the share capital of the Company on the Stock Exchange or on any other stock exchange on which the securities of the Company may be listed and which is recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, and that the exercise by the Directors of all powers to repurchase such shares are subject to and in accordance with all applicable laws and requirements of the Listing Rules or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;
(b) the approval in paragraph (a) of this resolution above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors on behalf of the Company during the Relevant Period to procure the Company to repurchase its shares at a price determined by the Directors;
(c) the total number of Shares to be repurchased or agreed conditionally or unconditionally to be repurchased by the Company pursuant to the approval in paragraph (a) of this resolution during the Relevant Period shall not exceed 10% of the total number of the issued Shares (excluding treasury shares) as at the time of the passing of this resolution, and the said approval shall be limited accordingly; and
(d) for the purpose of this resolution, "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company; or
NOTICE OF AGM
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or any applicable laws of the Cayman Islands to be held; or
(iii) the date on which the authority given under this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.”
- “THAT conditional upon the passing of resolutions 6 and 7 as set out in this notice convening the Meeting of which this resolution forms part, the general mandate granted to the Directors pursuant to resolution 6 as set out in this notice convening the Meeting of which this resolution forms part be and is hereby extended by the addition thereto of the total number of Shares which may be repurchased by the Company under the authority granted pursuant to resolution 7 as set out in this notice convening the Meeting of which this resolution forms part, provided that such amount shall not exceed 10% of the total number of the issued Shares (excluding any treasury shares) as at the date of passing this resolution.”
QUESTIONS FROM SHAREHOLDERS
The Board considers that the AGM is an important opportunity for Shareholders to express their views by raising questions and voting. Shareholders’ participation in the AGM are considered to be important. The Board wishes to emphasise that Shareholders can raise questions during the AGM. Shareholders who would like to raise questions in relation to any resolution set out in this notice or the business of the Company at the AGM can submit questions by 3:00 p.m. on 21 May 2025 (being not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof) via email to [email protected] or via telephone hotline at (852) 4637 1627 providing personal particulars as follows for verification purposes:
a) Full name;
b) Registered address;
c) Number of Shares held;
d) Hong Kong Identity Card Number or passport number (in case of natural person)/company registration number (in case of body corporate);
e) Contact telephone number; and
f) Email address.
Shareholders can also submit questions during the AGM.
NOTICE OF AGM
The Board will arrange to answer the questions raised by Shareholders at the AGM and those submitted in advance to the extent possible.
By Order of the Board
Time Interconnect Technology Limited
Cua Tin Yin Simon
Executive Director
Hong Kong, 29 April 2025
Notes:
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Any member of the Company entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and vote instead of him. A member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at the Meeting. A proxy need not be a member of the Company.
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The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorised in writing, or if the appointer is a corporation, either under seal or under the hand of an officer or attorney duly authorised on its behalf.
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Where there are joint registered holders of any shares, any one of such persons may vote at the above Meeting (or any adjournment thereof), either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders by present at the above Meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.
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In order to be valid, the proxy form, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof, must be deposited at the Company's branch registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof.
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Delivery of an instrument appointing a proxy shall not preclude a shareholder from attending and voting in person at the Meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
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In relation to resolution No. 4, Ms. Wang Laichun, Mr. Ho Hin Shun and Ms. Chan Kit Fun Fanny will retire from office at the Meeting in accordance with the Articles of Association and, being eligible, will offer themselves for re-election. Biographical details of these Directors are set out in Appendix II to this circular.
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An explanatory statement as required by the Listing Rules in connection with the repurchase mandate under resolution No. 7 above is set out in Appendix I to this circular.
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The transfer books and Register of Members of the Company will be closed from Tuesday, 20 May 2025 to Friday, 23 May 2025, both days inclusive. During such period, no share transfers will be effected. In order to qualify for attending the Meeting, all transfer documents, accompanied by the relevant share certificates, must be lodged with the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration no later than 4:30 p.m. on Monday, 19 May 2025.
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A form of proxy for use by shareholders at the Meeting is enclosed.
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For the avoidance of doubt, holder of treasury shares of the Company (if any) are not entitled to vote at the AGM.
NOTICE OF AGM
As at the date of this notice, 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.
Hong Kong Exchanges and Clearing Limited and the Stock Exchange take no responsibility for the contents of this notice, 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 notice.
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