Computime : PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES AND PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS AND NOTICE OF THE 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 a stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Computime Group Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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.

COMPUTIME GROUP LIMITED

金寶通集團有限公司*

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 320)

PROPOSED GRANTING OF GENERAL MANDATES

TO REPURCHASE SHARES AND TO ISSUE NEW SHARES

AND

PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS

AND

NOTICE OF THE ANNUAL GENERAL MEETING

A notice convening an annual general meeting of Computime Group Limited to be held at Falcon Room I, Gloucester Luk Kwok Hong Kong, 72 Gloucester Road, Wanchai, Hong Kong on Thursday, 3 September 2020 at 9:30 a.m. is set out on pages 18 to 21 of this circular. A form of proxy for use at the annual general meeting is enclosed with this circular. Such form of proxy is also published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.computime.com).

Whether or not you are able to attend the annual general meeting, please complete and sign the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Branch Share Registrar of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the annual general meeting (i.e. not later than 9:30 a.m. on Tuesday, 1 September 2020) or any adjournment thereof. Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the meeting if they so wish.

References to time and dates in this circular are to Hong Kong time and dates.

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

To safeguard the health and safety of Shareholders and to prevent the spreading of the COVID-19 pandemic, the following precautionary measures will be implemented at the Annual General Meeting of the Company, including but not limited to

1. compulsory body temperature checks, (ii) wearing of surgical face mask throughout the Annual General Meeting, (iii) physical distancing through seating arrangement, (iv) no provision of refreshments or drinks and (v) no distribution of corporate gifts. Shareholders and Shareholders' proxies who intend to attend the Annual General Meeting on site shall abide by the relevant provisions on epidemic prevention and control at the meeting venue, cooperate with the preparation of temperature checking and take effective personal protective measures. To the extent permitted by law, participants who do not comply with the above precautions are not allowed to enter the meeting venue by the Company. For the health and safety of Shareholders, the Company would like to encourage Shareholders to exercise their right to vote at the Annual General Meeting by appointing the Chairman of the Annual General Meeting as their proxy and to return their proxy forms by the time specified above, instead of attending the Annual General Meeting in person.

* For identification purposes only

31 July 2020

	CONTENTS
		Page
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	Proposed Granting of the Buyback and Issuance Mandates . . . . . . . . .	4
3.	Proposed Re-election of the Retiring Directors . . . . . . . . . . . . . . . . . . .	5
4.	Annual General Meeting and Proxy Arrangement . . . . . . . . . . . . . . . .	6
5.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
6.	General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Appendix I	- Explanatory Statement of the Buyback Mandate . . . . . . . . .	8
Appendix II - Details of the Retiring Directors Proposed to be
	Re-elected at the Annual General Meeting . . . . . . . . . . . .	11
Notice of the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	18

- i -

DEFINITIONS

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

the following meanings:

"Annual General Meeting"	an annual general meeting of the Company to be held
	at Falcon Room I, Gloucester Luk Kwok Hong Kong,
	72 Gloucester Road, Wanchai, Hong Kong on
	Thursday, 3 September 2020 at 9:30 a.m., to consider
	and, if appropriate, to approve the resolutions
	contained in the notice of the meeting which is set out
	on pages 18 to 21 of this circular, or any adjournment
	thereof;
"Articles of Association"	the articles of association of the Company currently in
	force;
"Board"	the board of Directors;
"Buyback Mandate"	as defined in paragraph 2(a) of the Letter from the
	Board;
"Company"	Computime Group Limited, a company incorporated
	in the Cayman Islands with limited liability, the
	shares of which are listed on the main board of the
	Stock Exchange;
"Director(s)"	the director(s) of the Company;
"Group"	the Company and its subsidiaries from time to time;
"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;
"Issuance Mandate"	as defined in paragraph 2(b) of the Letter from the
	Board;
"Latest Practicable Date"	24 July 2020, being the latest practicable date prior to
	the printing of this circular for ascertaining certain
	information in this circular;
"Listing Rules"	the Rules Governing the Listing of Securities on the
	Stock Exchange;

- 1 -

	DEFINITIONS
"SFO"	Securities and Futures Ordinance, Chapter 571 of the
	Laws of Hong Kong;
"Share(s)"	share(s) of HK$0.1 each in the capital of the Company
	or if there has been a subsequent sub-division,
	consolidation, reclassification or reconstruction of the
	share capital of the Company, shares forming part of
	the share capital of the Company;
"Shareholder(s)"	holder(s) of Share(s);
"Stock Exchange"	The Stock Exchange of Hong Kong Limited;
"Takeovers Code"	the Code on Takeovers and Mergers issued by the
	Securities and Futures Commission in Hong Kong;
	and
"%"	per cent.

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LETTER FROM THE BOARD

COMPUTIME GROUP LIMITED

金寶通集團有限公司*

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 320)

Executive Directors:	Registered Office:
Mr. AUYANG Ho (Chairman)	Cricket Square
Mr. AUYANG Pak Hong Bernard (Chief Executive Officer)	Hutchins Drive
Dr. OWYANG King	P.O. Box 2681
	Grand Cayman KY1-1111
Non-executive Directors:	Cayman Islands
Mr. KAM Chi Chiu, Anthony
Mr. Arvind Amratlal PATEL	Principal Place of Business in
Mr. WONG Chun Kong	Hong Kong:
	6/F, Building 20E, Phase 3
Independent Non-executive Directors:	Hong Kong Science Park
Mr. LUK Koon Hoo	20 Science Park East Avenue
Mr. Patrick Thomas SIEWERT	Shatin, New Territories
Mr. HO Pak Chuen Patrick	Hong Kong
	31 July 2020
To the Shareholders
Dear Sir/Madam,

PROPOSED GRANTING OF GENERAL MANDATES

TO REPURCHASE SHARES AND TO ISSUE NEW SHARES

AND

PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS

AND

NOTICE OF THE ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide Shareholders with information in respect of the resolutions to be proposed at the Annual General Meeting for (i) the granting of the Buyback Mandate to the Directors; (ii) the granting of the Issuance Mandate to the Directors; (iii) the extension of the Issuance Mandate by adding the number of Shares repurchased by the Company under the Buyback Mandate; and (iv) the re-election of the retiring Directors.

• For identification purposes only

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LETTER FROM THE BOARD

2. PROPOSED GRANTING OF THE BUYBACK AND ISSUANCE MANDATES

At the annual general meeting of the Company held on 5 September 2019, general mandates were granted to the Directors to exercise the powers of the Company to repurchase Shares and to issue new Shares respectively. Such mandates, to the extent not used by the date of the Annual General Meeting, will lapse at the conclusion of the Annual General Meeting.

Ordinary resolutions will be proposed at the Annual General Meeting to approve the granting of new general mandates to the Directors:

1. to repurchase Shares, on the Stock Exchange or on any other stock exchange recognized by the Securities and Futures Commission of Hong Kong and the Stock Exchange, of not exceeding 10% of the total number of issued Shares as at the date of passing of such resolution (i.e. a total of 83,974,000 Shares on the basis that the existing issued share capital of the Company of 839,740,000 Shares remains unchanged as at the date of the Annual General Meeting) (the "Buyback Mandate");
2. to allot, issue or deal with new Shares of not exceeding 20% of the total number of issued Shares as at the date of passing of such resolution (i.e. a total of 167,948,000 Shares on the basis that the existing issued share capital of the Company of 839,740,000 Shares remains unchanged as at the date of the Annual General Meeting) (the "Issuance Mandate"); and
3. to extend the Issuance Mandate by adding the number of Shares repurchased by the Company pursuant to and in accordance with the Buyback Mandate.

The Buyback Mandate and the Issuance Mandate will continue in force until the conclusion of the next annual general meeting of the Company held after the Annual General Meeting or any earlier date as referred to in the proposed ordinary resolutions contained in items 8 and 9 of the notice of the Annual General Meeting as set out on pages 18 to 21 of this circular.

In accordance with the requirements of the Listing Rules, the Company is required to send to the Shareholders an explanatory statement containing all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the granting of the Buyback Mandate. The explanatory statement as required by the Listing Rules in connection with the Buyback Mandate is set out in Appendix I to this circular.

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LETTER FROM THE BOARD

3. PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS

Pursuant to Article 86(3) of the Articles of Association, the Directors shall have the power from time to time and at any time to appoint any person as a Director either to fill a casual vacancy on the Board or as an addition to the existing Board. Any Director so appointed by the Board shall hold office only until the first general meeting of the Company after his appointment and shall then be eligible for re-election at that meeting.

Pursuant to Article 87 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 a multiple of three, the number nearest to but not less than one-third) shall retire from office by rotation provided that every Director shall be subject to retirement at least once every three years. A retiring Director shall be eligible for re-election and shall continue to act as a Director throughout the meeting at which he retires. The Directors to retire by rotation shall include (so far as necessary to ascertain the number of Directors to retire by rotation) any Director who wishes to retire and not to offer himself for re-election. Any further Directors so to retire shall be those of the other Directors subject to retirement by rotation who have been longest in office since their last re-election or appointment and so that as between persons who became or were last re-elected Directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot. Any Director appointed pursuant to Article 86(3) shall not be taken into account in determining which particular Directors or the number of Directors who are to retire by rotation.

According to the above provisions, Mr. AUYANG Pak Hong Bernard and Mr. HO Pak Chuen Patrick, who have been appointed by the Board with effect from 20 January 2020 and 1 July 2020 respectively, shall retire at the Annual General Meeting, whereas Dr. OWYANG King, Mr. Arvind Amratlal PATEL and Mr. LUK Koon Hoo shall retire from office by rotation at the Annual General Meeting. All of the above five retiring Directors are eligible for re-election at the Annual General Meeting.

Dr. OWYANG King and Mr. Arvind Amratlal PATEL have indicated to the Board that they will not offer themselves for re-election and will therefore retire at the Annual General Meeting. Mr. AUYANG Pak Hong Bernard, Mr. HO Pak Chuen Patrick and Mr. LUK Koon Hoo have indicated that they will offer themselves for re-election at the Annual General Meeting.

The Nomination Committee has nominated Mr. AUYANG Pak Hong Bernard, Mr. HO Pak Chuen Patrick and Mr. LUK Koon Hoo to the Board for it to recommend to Shareholders for re-election at the Annual General Meeting. The nomination was made in accordance with the Nomination Policy and took into account the diversity aspects (including without limitation, gender, age, cultural and educational background, ethnicity, professional experience, skills, knowledge and length of service), with due regard for the benefits of diversity, as set out under the board diversity policy of the Company (the "Board Diversity Policy").

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LETTER FROM THE BOARD

The Nomination Committee also took into account the extensive knowledge and business experience of the retiring Directors, the profiles of which are set out in Appendix

1. to this circular, and their contributions to the Board. Mr. LUK Koon Hoo (who was first appointed to the Board in 2006 and therefore has been serving as an independent non-executive Director for more than 9 years) and Mr. HO Pak Chuen Patrick, the retiring independent non-executive Directors have also confirmed their independence with reference to the factors set out in Rule 3.13 of the Listing Rules. The Nomination Committee was satisfied with the independence of Mr. LUK Koon Hoo and Mr. HO Pak Chuen Patrick and considered them to be suitable to continue to act as an independent non-executive Directors as they demonstrate the ability to provide an independent, balanced and objective view to the Company's matters. The Board accepted the nomination from the Nomination Committee and recommended Mr. AUYANG Pak Hong Bernard, Mr. HO Pak Chuen Patrick and Mr. LUK Koon Hoo to stand for re-election by Shareholders at the Annual General Meeting. The Board considers that the re-election of each of Mr. AUYANG Pak Hong Bernard, Mr. HO Pak Chuen Patrick and Mr. LUK Koon Hoo as Director is in the interests of the Company and the Shareholders as a whole.

Pursuant to Rule 13.74 of the Listing Rules, a listed issuer shall disclose the details required under Rule 13.51(2) of the Listing Rules of any director(s) proposed to be re-elected or proposed new director in the notice or accompanying circular to its shareholders of the relevant general meeting, if such re-election or appointment is subject to shareholders' approval at that relevant general meeting. The requisite details of Mr. AUYANG Pak Hong Bernard, Mr. HO Pak Chuen Patrick and Mr. LUK Koon Hoo are set out in Appendix II to this circular.

4. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT

The notice of the Annual General Meeting is set out on pages 18 to 21 of this circular. At the Annual General Meeting, resolutions will be proposed to approve, inter alia, the granting of the Buyback Mandate and the Issuance Mandate, the extension of the Issuance Mandate by adding the number of Shares repurchased by the Company pursuant to the Buyback Mandate and the re-election of the retiring Directors.

Pursuant to the Listing Rules, any vote of shareholders at a general meeting must be taken by poll. Accordingly, all the proposed resolutions will be put to vote by way of poll at the Annual General Meeting. An announcement on the poll vote results will be made by the Company after the Annual General Meeting in the manner prescribed under Rule 13.39(5) of the Listing Rules.

A form of proxy for use at the Annual General Meeting is enclosed with this circular and such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.computime.com). Whether or not you are able to attend the Annual General Meeting, please complete and sign the form of proxy in accordance with the instructions printed thereon and return it, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority, to the Branch Share Registrar of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, as soon as possible but in any event

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LETTER FROM THE BOARD

not less than 48 hours before the time appointed for holding the Annual General Meeting (i.e. not later than 9:30 a.m. on Tuesday, 1 September 2020) or any adjournment thereof. Completion and delivery of the form of proxy will not preclude you from attending and voting at the Annual General Meeting or any adjournment thereof if you so wish and in such event, your form of proxy shall be deemed to be revoked.

5. RECOMMENDATION

The Directors consider that the granting of the Buyback Mandate, the granting/extension of the Issuance Mandate and the re-election of the retiring Directors are in the interests of the Company, the Group and the Shareholders. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the Annual General Meeting.

6. GENERAL INFORMATION

Your attention is drawn to the additional information set out in Appendix I (Explanatory Statement of the Buyback Mandate) and Appendix II (Details of the Retiring Directors Proposed to be Re-elected at the Annual General Meeting) to this circular.

Yours faithfully,

By Order of the Board

Computime Group Limited

AUYANG Ho

Chairman

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APPENDIX I EXPLANATORY STATEMENT OF THE BUYBACK MANDATE

The following is an explanatory statement required by the Listing Rules to be sent to the Shareholders to enable them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the Annual General Meeting in relation to the granting of the Buyback Mandate.

1. REASONS FOR BUYBACK OF SHARES

The Directors believe that the granting of the Buyback Mandate is in the interests of the Company and the Shareholders.

Repurchases of Shares may, depending on the market conditions and funding arrangements at the time, result in an enhancement of the net asset value per Share and/or earnings per Share. The Directors are seeking the granting of the Buyback Mandate to give the Company the flexibility to do so if and when appropriate. The number of Shares to be repurchased on any occasion and the price and other terms upon which the same are repurchased will be decided by the Directors at the relevant time, having regard to the circumstances then pertaining.

2. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 839,740,000 Shares.

Subject to the passing of the ordinary resolution set out in item 8 of the notice of the Annual General Meeting in respect of the granting of the Buyback Mandate and on the basis that the issued share capital of the Company remains unchanged as at the date of the Annual General Meeting, i.e. being 839,740,000 Shares, the Directors would be authorized under the Buyback Mandate to repurchase, during the period in which the Buyback Mandate remains in force, a total number of 83,974,000 Shares, representing 10% of the total number of issued Shares as at the date of the Annual General Meeting.

3. FUNDING OF REPURCHASES

Repurchases of Shares will be funded from the Company's internal resources, which shall be funds legally available for such purposes in accordance with the Company's Memorandum and Articles of Association, the laws of the Cayman Islands and/or any other applicable laws, as the case may be.

4. IMPACT OF REPURCHASES

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited accounts contained in the annual report of the Company for the year ended 31 March 2020) in the event that the Buyback Mandate was to be carried out in full at any time during the proposed repurchase period. However, the Directors do not intend to exercise the Buyback Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

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APPENDIX I EXPLANATORY STATEMENT OF THE BUYBACK MANDATE

5. TAKEOVERS CODE

If, on the exercise of the power to repurchase Shares pursuant to the Buyback 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. Accordingly, a Shareholder, or group of Shareholders acting in concert, 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 for all the Shares not already owned by such Shareholder or group of Shareholders.

As at the Latest Practicable Date, Mr. AUYANG Ho personally held 1,023,000 Shares (representing approximately 0.12% of the total issued share capital of the Company) and Solar Power Group Limited, the controlling Shareholder, held 352,500,000 Shares (representing approximately 41.98% of the total issued share capital of the Company). Solar Power Group Limited was wholly owned by Mr. AUYANG Ho, the Chairman of the Company. Hence, Mr. AUYANG Ho was deemed to be interested in 353,523,000 Shares in total, representing approximately 42.10% of the total issued share capital of the Company. On the basis that both the issued share capital of the Company and the shareholdings of Mr. AUYANG Ho and Solar Power Group Limited remain unchanged immediately prior to the full exercise of the Buyback Mandate, in the event that the Directors exercise in full the power to repurchase Shares in accordance with the terms of the relevant ordinary resolution to be proposed at the Annual General Meeting, the shareholding interests of Mr. AUYANG Ho and Solar Power Group Limited in the issued Shares would be increased to approximately 46.78% of the total issued share capital of the Company.

In the opinion of the Directors, such an increase of shareholding may give rise to an obligation for Mr. AUYANG Ho and Solar Power Group Limited to make a mandatory offer under the Takeovers Code. The Directors do not have any present intention to exercise the Buyback Mandate to such an extent as would give rise to such an obligation.

The Listing Rules prohibit a company from making repurchase of its shares on the Stock Exchange if the result of the repurchase would be that less than 25% (or such other prescribed minimum percentage as determined by the Stock Exchange) of the company's issued share capital would be in public hands. The Directors do not propose to repurchase Shares, which would result in less than the prescribed minimum percentage of Shares in public hands.

6. GENERAL

None of the Directors or, to the best of their knowledge having made all reasonable enquiries, any of their respective close associates (as defined in the Listing Rules) have any present intention to sell any Shares to the Company in the event that the granting of the Buyback Mandate is approved by the Shareholders.

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APPENDIX I EXPLANATORY STATEMENT OF THE BUYBACK MANDATE

The Company has not been notified by any core connected persons (as defined in the Listing Rules) of the Company that they have a present intention to sell any Shares to the Company, or that they have undertaken not to sell any Shares held by them to the Company in the event that the granting of the Buyback Mandate is approved by the Shareholders.

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to make repurchases of Shares pursuant to the Buyback Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands.

7. MARKET PRICES OF SHARES

The highest and lowest prices per Share at which the Shares have traded on the Stock Exchange during each of the following months were as follows:

Month	Highest	Lowest
	HK$	HK$
2019
July	0.800	0.630
August	0.730	0.550
September	0.640	0.570
October	0.590	0.560
November	0.750	0.570
December	0.750	0.580
2020
January	0.630	0.530
February	0.600	0.530
March	0.520	0.290
April	0.380	0.295
May	0.375	0.320
June	0.335	0.285
July (up to the Latest Practicable Date)	0.360	0.280

8. REPURCHASES OF SHARES MADE BY THE COMPANY

No repurchase of Shares has been made by the Company during the previous six months (whether on the Stock Exchange or otherwise).

- 10 -

APPENDIX II	DETAILS OF THE RETIRING DIRECTORS PROPOSED
	TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

Pursuant to the Listing Rules, the details of the Directors, who will retire and offer themselves for re-election at the Annual General Meeting according to the Articles of Association, are provided below.

1. Mr. AUYANG Pak Hong Bernard
   Position and experience

Mr. AUYANG Pak Hong Bernard ("Mr. Bernard AUYANG"), aged 52, has been re-designated as an Executive Director and appointed as the Chief Executive Officer of the Company with effect from 1 April 2020. Prior to the re-designation and appointment, Mr. Bernard AUYANG had been a non-executive Director with effect from 20 January 2020. Mr. Bernard AUYANG is also currently members of the Company's Executive Committee and Nomination Committee.

Mr. Bernard AUYANG has over 28 years of experience in general management and the corporate industry. Before Mr. Bernard AUYANG joined the Group in January 2020, he had also been an Executive Director and the Chief Executive Officer of the Company until October 2009. Mr. Bernard AUYANG later pursued other ventures, and has then been the chairman of Vida Nova Ventures, a Hong Kong based investment firm, since 2009, and the chief executive officer of Altis Zenus Group, a brand and technology company focusing on innovative communication and outdoor products since 2016.

Mr. Bernard AUYANG is currently an independent non-executive director, the chairman of the remuneration committee and a member of the audit committee and nomination committee of Lever Style Corporation, a company listed on the Main Board of the Stock Exchange (stock code: 1346). He is also an outside director, the chairman of the nomination committee and the compensation committee of Sumida Corporation, a company listed on the Tokyo Stock Exchange, First Session (stock code: 6817).

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APPENDIX II	DETAILS OF THE RETIRING DIRECTORS PROPOSED
	TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

Mr. Bernard AUYANG was a director of the following companies at the time of their dissolution:

		Principal
		business
	Place of	activity before	Means of	Dissolution
Name of company	incorporation	dissolution	dissolution	approval date
Startvision	Hong Kong	Technology	Dissolved by	20 April 2003
Limited(Note 1)		development	voluntary
			winding up
			by creditors
Startvision Networks	Hong Kong	Technology	Dissolved by	18 July 2002
Limited(Note 2)		development	voluntary
			winding up
			by creditors

Notes:

1. Liquidators were appointed on 17 January 2001. As at the commencement of the winding up process, Startvision Limited had liabilities of approximately HK$22,445,000. The final meeting of creditors was convened on 14 January 2003 and the company was dissolved on 20 April 2003.
2. Liquidators were appointed on 17 January 2001. As at the commencement of the winding up process, Startvision Networks Limited had liabilities of approximately HK$43,396,000. The final meeting of creditors was convened on 12 April 2002 and the company was dissolved on 18 July 2002.

Mr. Bernard AUYANG has confirmed that so far as he is aware, no claim has been or will be made against him as a result of the dissolution of such companies.

Mr. Bernard AUYANG was a recipient of the Young Industrialist Awards of Hong Kong in 1999 and was named the Hong Kong Young Industrial Ambassador in 2002. He is also currently the council member of St. Paul's Co-educational College, a member of the advisory board of the Institute of Chinese Studies and a member of the committee of Overseers of Wu Yee Sun College of The Chinese University of Hong Kong, and a court member of the Hong Kong University of Science and Technology. Mr. Bernard AUYANG was also the past international chairman of the Young Presidents' Organization, a global network of young chief executives, for the year 2014 to 2015. Mr. Bernard AUYANG obtained a Bachelor of Arts magna cum laude in East Asian Studies and Economics from Harvard University in the U.S.A. in 1991.

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APPENDIX II	DETAILS OF THE RETIRING DIRECTORS PROPOSED
	TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

Bernard AUYANG is a son of Mr. AUYANG Ho, an Executive Director, the chairman of the Board and a controlling shareholder of the Company. Dr. OWYANG King, who is an Executive Director and the younger brother of Mr. AUYANG Ho, is accordingly an uncle of Mr. Bernard AUYANG.

Save as disclosed above, Mr. Bernard AUYANG has not held other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Length of service

Mr. Bernard AUYANG entered into a service agreement with the Company, pursuant to which his current term of office is three years commencing from 1 April 2020 unless and until terminated by either party giving to the other not less than six months' prior notice in writing. He is also subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association. The provisions of the Articles of Association in respect of Directors' retirement by rotation and re-election have been set out in paragraph 3 of the Letter from the Board in this circular.

Interests in Shares

As far as the Directors are aware, as at the Latest Practicable Date, Mr. Bernard AUYANG held 8,000,000 share options of the Company, which entitle him to subscribe for 8,000,000 Shares. Save as disclosed above, Mr. Bernard AUYANG was not interested or deemed to be interested in any Shares or underlying Shares of the Company or its associated corporations pursuant to Part XV of the SFO.

Relationships

Save as disclosed in the above paragraph headed "Position and experience", Mr. Bernard AUYANG does not have any relationships with any other Directors, senior management, substantial Shareholders (as defined in the Listing Rules) or controlling Shareholders (as defined in the Listing Rules) of the Company.

Director's emoluments

Pursuant to the foregoing service agreement, Mr. Bernard AUYANG is entitled to receive an annual salary of HK$4,550,000 (such salary is subject to review by the Board annually). In addition, Mr. Bernard AUYANG is entitled to receive a year-end cash bonus to be calculated by reference to the audited consolidated net profit after taxation and before extraordinary items target set by the Board for the relevant financial year, provided that the total amount of cash and/or discretionary bonuses payable to all executive Directors in

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APPENDIX II	DETAILS OF THE RETIRING DIRECTORS PROPOSED
	TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

respect of that financial year shall not exceed 10% of the audited consolidated net profit after taxation but before extraordinary items of the Group for that financial year.

Mr. Bernard AUYANG is also entitled to participate in the share option scheme of the Company. The above emoluments of Mr. Bernard AUYANG are determined by the Board with reference to his experience, duties and responsibilities.

Other Information and matters that need to be disclosed or brought to the attention of the Shareholders

As far as the Directors are aware, there is no information of Mr. Bernard AUYANG to be disclosed pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Mr. Bernard AUYANG that need to be brought to the attention of the Shareholders.

1. Mr. HO Pak Chuen Patrick
   Position and experience

Mr. HO Pak Chuen Patrick ("Mr. HO"), aged 65, has been appointed as Independent Non-executive Director, a member of each of the Audit Committee, Remuneration Committee and Nomination Committee of the Company with effect from 1 July 2020. Mr. HO is currently the Group Managing Director of the Group Chairman Office of Fung (1937) Management Limited, as well as the Chief Operating Officer of Global Brands Group Holding Limited, a company listed on the Main Board of the Stock Exchange (stock code: 787). He also holds directorship in a number of private companies within the Fung Group of companies. Mr. HO previously worked for The Dow Chemical Company and retired in 2018 after 40 years of service. He has extensive experience in the chemical industry while working for The Dow Chemical Company. Mr. HO was the global business director for Ethylene Oxide, Propylene Oxide and Derivatives in Chemicals and Metals in The Dow Chemical Company's headquarters in Midland, Michigan, USA. He returned to Hong Kong in 1998 as President for The Dow Chemical Company, Asia Pacific region, Global Vice President for Epoxy & Specialty Chemicals, then Asia Pacific Vice President for manufacturing, public & government affairs. Mr. HO was the chairman of the Association of International Chemical Manufacturers (AICM) in Hong Kong/China from 2001 to 2003.

Mr. HO is currently an independent non-executive director, the chairman of the remuneration committee, and a member of both audit committee and health, safety and environment committee of Yip's Chemical Holdings Limited, a company listed on the Main Board of the Stock Exchange (stock code: 408).

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APPENDIX II	DETAILS OF THE RETIRING DIRECTORS PROPOSED
	TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

Mr. HO obtained a bachelor 's degree in Chemical Engineering from Queen's University at Kingston, Canada.

Save as disclosed above, Mr. HO has not held other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Length of service

Pursuant to the letter of appointment issued by the Company to Mr. HO, his current term of appointment is from 1 July 2020 to 8 October 2021, which shall be terminable by two months' prior notice in writing given by either party. He is also subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association. The provisions of the Articles of Association in respect of Directors' retirement by rotation and re-election have been set out in paragraph 3 of the Letter from the Board in this circular.

Interests in Shares

As far as the Directors are aware, as at the Latest Practicable Date, Mr. HO was not interested or deemed to be interested in any Shares or underlying Shares of the Company or its associated corporations pursuant to Part XV of the SFO.

Relationships

As far as the Directors are aware, Mr. HO does not have any relationships with any other Directors, senior management, substantial Shareholders (as defined in the Listing Rules) or controlling Shareholders (as defined in the Listing Rules) of the Company.

Director's emoluments

Pursuant to the letter of appointment issued by the Company to Mr. HO, Mr. HO is entitled to receive a fixed director 's fee of HK$144,000 per annum, a fee of HK$8,400 for attending each scheduled Board meeting/remuneration committee meeting/nomination committee meeting and a fee of HK$12,000 for attending each scheduled audit committee meeting. Except for the Company's share option scheme, Mr. HO is not eligible to participate in any bonus schemes or other benefits of the kind available to executive Directors.

The above emoluments of Mr. HO are determined with reference to his experience, duties and responsibilities and are subject to review by the Board from time to time.

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APPENDIX II	DETAILS OF THE RETIRING DIRECTORS PROPOSED
	TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

Other information and matters that need to be disclosed or brought to the attention of the Shareholders

As far as the Directors are aware, there is no information of Mr. HO to be disclosed pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Mr. HO that need to be brought to the attention of the Shareholders.

1. Mr. LUK Koon Hoo
   Position and experience

Mr. LUK Koon Hoo ("Mr. LUK"), aged 68, is an Independent Non-executive Director of the Company, the Chairman of the Audit Committee and a member of both the Remuneration Committee and Nomination Committee of the Company. He is a retired banker, and has 30 years of comprehensive experience in accounting and financial management. He began at Hang Seng Bank in 1975 as a trainee officer. He was appointed as personal assistant to the deputy general manager and held that office from 1987 to 1989. Mr. LUK served as the head of financial control in 1989, as director and deputy chief executive in 1994 and as managing director and deputy chief executive from 1996 to his retirement in May 2005. Regarding Mr. LUK's other directorships, he is an independent non-executive director of China Properties Group Limited, Hung Hing Printing Group Limited, i-Cable Communications Limited and Harbour Centre Development Limited (companies listed on the Main Board of the Stock Exchange). Mr. LUK also serves as a council member of The Chinese University of Hong Kong and a non-executive director of Urban Renewal Authority. Mr. LUK also served in the past on the Court and Council of Hong Kong Baptist University, the Advisory Committee on New Broadbased Taxes, the Personal Data (Privacy) Advisory Committee, the Central Policy Unit of the Hong Kong Government, the Statistics Advisory Board, the Broadcasting Authority, the Board of Trustees of the Sir Edward Youde Memorial Fund and the Advisory Committee, the Investor Education Advisory Committee of the Securities and Futures Commission, Barristers Disciplinary Tribunal Panel, the Operations Review Committee of ICAC and Town Planning Board. He was an appointed member of the Hong Kong Legislative Council from 1992 to 1995, and also a member of the first Election Committee of the Legislative Council. He holds a Bachelor of Social Sciences Degree in Statistics from The University of Hong Kong and a Master of Business Administration Degree from The Chinese University of Hong Kong. He is a fellow of The Hong Kong Institute of Bankers. Mr. LUK is a non-official Justice of the Peace and was awarded the honour of Bronze Bauhinia Star in 2004 in recognition of his contributions to public services. Mr. LUK was appointed as an Independent Non-executive Director of the Company in September 2006.

Save as disclosed above, Mr. LUK has not held other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

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APPENDIX II	DETAILS OF THE RETIRING DIRECTORS PROPOSED
	TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

Length of service

Pursuant to the letter of appointment issued by the Company to Mr. LUK, his current term of appointment is from 9 October 2019 to 8 October 2021, which shall be terminable by two months' prior notice in writing given by either party. He is also subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association. The provisions of the Articles of Association in respect of Directors' retirement by rotation and re-election have been set out in paragraph 3 of the Letter from the Board in this circular.

Interests in Shares

As far as the Directors are aware, as at the Latest Practicable Date, Mr. LUK was not interested or deemed to be interested in any Shares or underlying Shares of the Company or its associated corporations pursuant to Part XV of the SFO.

Relationships

As far as the Directors are aware, Mr. LUK does not have any relationships with any other Directors, senior management, substantial Shareholders (as defined in the Listing Rules) or controlling Shareholders (as defined in the Listing Rules) of the Company.

Director's emoluments

Pursuant to the letter of appointment issued by the Company to Mr. LUK, Mr. LUK is entitled to receive a fixed director 's fee of HK$144,000 per annum, a fee of HK$8,400 for attending each scheduled Board meeting/remuneration committee meeting/nomination committee meeting and a fee of HK$12,000 for attending each scheduled audit committee meeting. Except for the Company's share option scheme, Mr. LUK is not eligible to participate in any bonus schemes or other benefits of the kind available to executive Directors.

The above emoluments of Mr. LUK are determined with reference to his experience, duties and responsibilities and are subject to review by the Board from time to time.

Other information and matters that need to be disclosed or brought to the attention of the Shareholders

As far as the Directors are aware, there is no information of Mr. LUK to be disclosed pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Mr. LUK that need to be brought to the attention of the Shareholders.

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NOTICE OF THE ANNUAL GENERAL MEETING

COMPUTIME GROUP LIMITED

金寶通集團有限公司*

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 320)

NOTICE IS HEREBY GIVEN that an Annual General Meeting of Computime Group Limited (the "Company") will be held at Falcon Room I, Gloucester Luk Kwok Hong Kong, 72 Gloucester Road, Wanchai, Hong Kong on Thursday, 3 September 2020 at 9:30 a.m. for the following purposes:

1. To consider and receive the audited consolidated financial statements of the Company and the reports of the Directors and auditors for the year ended 31 March 2020;
2. To declare a final dividend of HK$0.0131 per share for the year ended 31 March 2020;
3. To re-elect Mr. AUYANG Pak Hong Bernard as an Executive Director of the Company;
4. To re-elect Mr. HO Pak Chuen Patrick as an Independent Non-executive Director of the Company;
5. To re-elect Mr. LUK Koon Hoo as an Independent Non-executive Director of the Company;
6. To authorise the Board of Directors of the Company to fix the respective directors' remuneration;
7. To re-appoint Messrs Ernst & Young as auditors of the Company and to authorise the Board of Directors of the Company to fix auditors' remuneration;
8. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:
   "THAT:
9. 1. subject to paragraph (b) below, the exercise by the directors during the Relevant Period (as defined below) of all the powers of the Company to purchase its shares on The Stock Exchange of Hong Kong Limited or on any other stock exchange recognised by the Securities and Futures Commission of Hong Kong and The Stock Exchange of Hong Kong Limited, subject to and in accordance with the applicable laws, be and is hereby generally and unconditionally approved;

* For identification purposes only

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NOTICE OF THE ANNUAL GENERAL MEETING

1. the total number of shares of the Company to be purchased pursuant to the approval in paragraph (a) above shall not exceed 10% of the total number of issued shares of the Company as at the date of passing of this resolution and the said approval shall be limited accordingly; and
2. for the purpose of this resolution, "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
3. 1. the conclusion of the next annual general meeting of the Company;
   2. the revocation or variation of the authority given under this resolution by ordinary resolution passed by the Company's shareholders in general meeting; and
   3. the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association of the Company or any applicable laws to be held.";

9. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

"THAT:

1. subject to paragraph (c) below, the exercise by the directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with authorised and unissued shares in the capital of the Company and to make or grant offers, agreements and options which might require the exercise of such powers be and is hereby generally and unconditionally approved;
2. the approval in paragraph (a) above shall authorise the directors to make or grant offers, agreements and options during the Relevant Period which would or might require the exercise of such powers after the end of the Relevant Period;
3. the total number of shares of the Company allotted or agreed conditionally or unconditionally to be allotted by the directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to:
4. 1. a Rights Issue (as defined below);
   2. the exercise of options under a share option scheme of the Company; and

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NOTICE OF THE ANNUAL GENERAL MEETING

1. any scrip dividend scheme or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the Articles of Association of the Company,

shall not exceed 20% of the total number of issued shares of the Company as at the date of passing of this resolution and the said approval shall be limited accordingly; and

1. for the purposes of this resolution:
   "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
2. 1. the conclusion of the next annual general meeting of the Company;
   2. the revocation or variation of the authority given under this resolution by ordinary resolution passed by the Company's shareholders in general meeting; and
   3. the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association of the Company or any applicable laws to be held; and

"Rights Issue" means an offer of shares open for a period fixed by the directors to holders of shares of the Company or any class thereof on the register on a fixed record date in proportion to their then holdings of such shares or class thereof (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)."; and

10. To consider as special business and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

"THAT conditional upon the passing of the resolutions set out in items 8 and 9 of the notice convening this meeting (the "Notice"), the general mandate referred to in the resolution set out in item 9 of the Notice be and is hereby extended by the addition to the total number of shares of the Company which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the directors pursuant to such general mandate of the

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NOTICE OF THE ANNUAL GENERAL MEETING

number of shares purchased by the Company pursuant to the mandate referred to in the resolution set out in item 8 of the Notice, provided that such amount shall not exceed 10% of the total number of the issued shares of the Company as at the date of passing of this resolution.".

By Order of the Board

Computime Group Limited

AUYANG Ho

Chairman

Hong Kong, 31 July 2020

Notes:

1. Any Member of the Company entitled to attend and vote at the above meeting is entitled to appoint a proxy to attend and vote instead of him/her/it. A proxy need not be a Member of the Company. A Member who is the holder of two or more shares of the Company may appoint more than one proxy to represent him/her/it to attend and vote on his/her/its behalf. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.
2. To be effective, a form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power or authority, must be deposited at the Branch Share Registrar of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the meeting (i.e. not later than 9:30 a.m. on Tuesday, 1 September 2020) or any adjournment thereof. Delivery of the form of proxy shall not preclude a Member of the Company from attending and voting in person at the meeting and, in such event, the form of proxy shall be deemed to be revoked.
3. For determining the entitlement to attend and vote at the above meeting, the register of members of the Company will be closed from Monday, 31 August 2020 to Thursday, 3 September 2020, both days inclusive, during which period no transfer of shares of the Company will be registered. In order to be eligible to attend and vote at the above meeting, unregistered holders of shares of the Company should ensure that all share transfer documents accompanied by the relevant share certificates must be lodged with the Company's Branch Share Registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, for registration not later than 4:30 p.m. on Friday, 28 August 2020.
4. For determining the entitlement to the proposed final dividend for the year ended 31 March 2020, the register of members of the Company will also be closed from Tuesday, 15 September 2020 to Thursday, 17 September 2020, both days inclusive, during which period no transfer of shares of the Company will be registered. In order to qualify for entitlement to the said proposed final dividend for the year ended 31 March 2020, unregistered holders of shares of the Company should ensure that all share transfer documents accompanied by the relevant share certificates must be lodged with the Company's Branch Share Registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, for registration not later than 4:30 p.m. on Monday, 14 September 2020.
5. References to time and dates in this Notice are to Hong Kong time and dates.

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