Time Watch Investments : Continuing Connected Transactions (1)extension of the 2016 Hong Kong Tenancy Agreement; and (2)extension of the 2016 Zhengzhou Tenancy Agreement

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Time Watch Investments Limited

時計寶投資有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 2033)

CONTINUING CONNECTED TRANSACTIONS (1)EXTENSION OF THE 2016 HONG KONG TENANCY AGREEMENT; AND (2)EXTENSION OF THE 2016 ZHENGZHOU TENANCY AGREEMENT EXTENSION OF THE 2016 HONG KONG TENANCY AGREEMENT

The 2016 Hong Kong Tenancy Agreement in force will expire on 30 June 2017. To ensure continual use of the CEO Tower Premises after the expiry of the 2016 Hong Kong Tenancy Agreement, on 30 June 2017, the Group and Winning Asia entered into the 2017 Hong Kong Tenancy Agreement for another term of one year commencing from 1 July 2017. The Directors anticipate that the rent payable by the Group to Winning Asia under the 2017 Hong Kong Tenancy Agreement for the year ending 30 June 2018 shall not exceed HK$4,500,000.

EXTENSION OF THE 2016 ZHENGZHOU TENANCY AGREEMENT

The 2016 Zhengzhou Tenancy Agreement in force will expire on 30 June 2017. To enable the Group's continual operation of a representative office at Zhengzhou, the PRC after the expiry of the 2016 Zhengzhou Tenancy Agreement, on 30 June 2017, the Group and Zhengzhou Weiji entered into the 2017 Zhengzhou Tenancy Agreement to lease the Zijingshan Premises for a term of one year commencing from 1 July 2017. The Directors anticipate that the rent payable by the Group to Zhengzhou Weiji under the 2017 Zhengzhou Tenancy Agreement for the year ending 30 June 2018 shall not exceed RMB389,600.

IMPLICATION UNDER THE LISTING RULES

As Winning Asia is wholly-owned by Red Frame Group Limited, which, in turn, is wholly- owned by Mr. Michael Tung (being an executive Director), Winning Asia is a connected person of the Company. Therefore, the transactions contemplated under the 2017 Hong Kong Tenancy Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules.

As Zhengzhou Weiji is wholly and beneficially owned by Mr. Michael Tung (being an executive Director), Zhengzhou Weiji is a connected person of the Company. Therefore, the transactions contemplated under the 2017 Zhengzhou Tenancy Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules.

Since the aggregate of (i) the rents payable by the Group to Winning Asia under the 2017 Hong Kong Tenancy Agreement for the year ending 30 June 2018; and (ii) the rents payable by the Group to the Zhengzhou Weiji under the 2017 Zhengzhou Tenancy Agreement for the year ending 30 June 2018 are expected to represent less than 25% of the applicable percentage ratios under the Listing Rules and the total consideration is less than HK$10 million, the continuing connected transactions of the Company under the 2017 Hong Kong Tenancy Agreement and the 2017 Zhengzhou Tenancy Agreement and the respective annual caps will be subject to reporting, announcement and annual review requirements, but will be exempt from independent shareholders' approval requirements pursuant to Chapter 14A of the Listing Rules.

EXTENSION OF THE 2016 HONG KONG TENANCY AGREEMENT

Background

The 2016 Hong Kong Tenancy Agreement in force will expire on 30 June 2017. To ensure continual use of CEO Tower Premises after the expiry of the 2016 Hong Kong Tenancy Agreement, on 30 June 2017, the Group and Winning Asia entered into the 2017 Hong Kong Tenancy Agreement for another term of one year commencing from 1 July 2017.

The 2017 Hong Kong Tenancy Agreement

Date: 30 June 2017 Parties

1. Lessor: Winning Asia

2. Lessee: Sky Sun

Term

One year commencing from 1 July 2017 until 30 June 2018 (both days inclusive) subject to the right for the Group to terminate the 2017 Hong Kong Tenancy Agreement by serving not less than one month prior written notice. The Group has an option to renew the tenancy under the 2017 Hong Kong Tenancy Agreement for a successive term of one year upon expiry of the original term.

Monthly rent

HK$375,000, inclusive of repairing and maintenance fee, government rent and rates, management fees, electricity and water bills and other fees in relation to the use of the premises, but exclusive of other utility charges.

The rent payable under the 2017 Hong Kong Tenancy Agreement was negotiated among the parties thereto on an arms' length basis and was determined with reference to the current rent for the CEO Tower Premises under the 2016 Hong Kong Tenancy Agreement and the prevailing market rates for similar properties in the vicinity.

Annual cap for the year ending 30 June 2018

The Directors anticipate that the rent payable by the Group to Winning Asia under the 2017 Hong Kong Tenancy Agreement for the year ending 30 June 2018 shall not exceed HK$4,500,000. The annual cap is determined based on the agreed rent payable by the Group under the 2017 Hong Kong Tenancy Agreement.

EXTENSION OF THE 2016 ZHENGZHOU TENANCY AGREEMENT

Background

The 2016 Zhengzhou Tenancy Agreement in force will expire on 30 June 2017. To enable the Group's continual operation of a representative office at Zhengzhou, the PRC after the expiry of the 2016 Zhengzhou Tenancy Agreement, on 30 June 2017, the Group and Zhengzhou Weiji entered into the 2017 Zhengzhou Tenancy Agreement to lease the Zijingshan Premises for a term of one year commencing from 1 July 2017.

The 2017 Zhengzhou Tenancy Agreement

Date: 30 June 2017 Parties

1. Lessor: Zhengzhou Weiji

2. Lessee: Tian Wang Shenzhen

Term

One year commencing from 1 July 2017 until 30 June 2018 (both days inclusive) subject to the right for the Group to terminate the 2016 Zhengzhou Tenancy Agreement. The Group has an option to renew the 2017 Zhengzhou Tenancy Agreement for a successive term of one year by serving written notice two months before the expiry of the then original term.