Time Watch Investments : Circulars - General Mandates to Issue and Repurchase Shares, Proposed Re-election of Directors and Notice of Annual General Meeting

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other licensed securities dealer, bank manager, solicitor, professional accountant or other professional advisers.

If you have sold or transferred all your shares in Time Watch Investments Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser(s) or the transferee(s) or to the bank, stockbroker or licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or the transferee(s).

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited 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.

Time Watch Investments Limited

時計寶投資有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2033)

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES,

PROPOSED RE-ELECTION OF DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting to be held at Jade Room, 6/F, Marco Polo Hongkong Hotel, Harbour City, 3 Canton Road, Kowloon, Hong Kong at 10:00 a.m. on Thursday, 21 November 2019 is set out on pages 19 to 24 of this circular.

Whether or not you intend to attend the Annual General Meeting, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company's share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time of the Annual General Meeting (i.e. at or before 10:00 a.m. on Tuesday, 19 November 2019 (Hong Kong time)) or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting or any adjournment thereof should you so wish.

17 October 2019

		CONTENTS
			Page
Definitions . .	. .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Grant of the General Mandate, the Repurchase Mandate and
the Extension Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Proposed re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Proposed final dividend . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Actions to be taken . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Voting by poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Responsibility statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Recommendations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
General	.	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Appendix I	-	Explanatory statement on the Repurchase Mandate . . . . . . . . . . . . . . .	10
Appendix II	-	Details of the Directors proposed to be re-elected at the
		Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	19

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DEFINITIONS

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

"Annual General Meeting"the annual general meeting of the Company to be convened and held at Jade Room, 6/F, Marco Polo Hongkong Hotel, Harbour City, 3 Canton Road, Kowloon, Hong Kong on Thursday, 21 November 2019, the notice of which is set out on pages 19 to 24 of this circular, and any adjournment thereof

"Articles of Association"

"Board"

"close associates"

"Companies Law"

"Company"

the articles of association of the Company, as amended from time to time

the board of Directors

has the same meaning as defined under the Listing Rules

the Companies Law, Cap 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands

Time Watch Investments Limited, a company incorporated under the laws of the Cayman Islands with limited liability and the Shares of which are listed on the Main Board of the Stock Exchange

"Director(s)"

"Extension Mandate"

"General Mandate"

director(s) of the Company

a general and unconditional mandate proposed to be granted to the Directors to the effect that the number of Shares repurchased under the Repurchase Mandate will be added to the number of Shares which may be allotted and issued under the General Mandate

a general and unconditional mandate proposed to be granted to the Directors to exercise the power of the Company to allot, issue or otherwise deal with such number of new Shares up to a maximum of 20% of the number of Shares in issue as at the date of passing the relevant resolution at the Annual General Meeting

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DEFINITIONS

"Group"

"HK$"

"Hong Kong"

"Latest Practicable Date"

"Listing Rules"

"PRC"

"Repurchase Mandate"

"SFO"

"Share(s)"

"Shareholder(s)"

"Share Option Scheme"

the Company and its subsidiaries

Hong Kong dollars, the lawful currency of Hong Kong

the Hong Kong Special Administrative Region of the PRC

11 October 2019, being the latest practicable date prior to the printing of this circular for ascertaining certain information herein

the Rules Governing the Listing of Securities on the Stock Exchange

the People's Republic of China

a general and unconditional mandate proposed to be granted to the Directors to enable them to repurchase Shares up to a maximum of 10% of the number of Shares in issue as at the date of passing the relevant resolution at the Annual General Meeting

the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong, as amended and supplemented from time to time

ordinary share(s) of HK$0.10 each in the share capital of the Company

holder(s) of Share(s)

the share option scheme conditionally approved by a written resolution of the then sole Shareholder dated 11 January 2013 and adopted by a resolution of the Board on the same day, under which eligible participants, among others, may be granted a right to subscribe for Shares under the discretion of the Board

- 2 -

DEFINITIONS

"Stock Exchange"

"Takeovers Code"

"%"

The Stock Exchange of Hong Kong Limited

the Codes on Takeovers and Mergers and Share Buy-backs, as amended from time to time

per cent.

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