Discloseable transaction in relation to acquisition of manufacturing facilities in penang, malaysia

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COMPUTIME GROUP LIMITED

金 寶 通 集 團 有 限 公 司*

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 320)

DISCLOSEABLE TRANSACTION IN RELATION TO ACQUISITION

OF MANUFACTURING FACILITIES IN PENANG, MALAYSIA

THE SALE AND PURCHASE AGREEMENT

On 19 December 2019 (after trading hours), the Purchaser, a wholly owned subsidiary of the Company, and the Vendor entered into the Sale and Purchase Agreement, pursuant to which the Vendor has conditionally agreed to sell and the Purchaser has conditionally agreed to acquire the Manufacturing Facilities on an "as is where is" basis, at the Purchase Price of RM20,750,000.00 (equivalent to approximately HK$39,010,000.00) payable by the Purchaser in accordance with the terms and conditions of the Sale and Purchase Agreement.

THE LISTING RULES IMPLICATIONS

As one or more of the applicable percentage ratios (as defined under the Listing Rules) for the Acquisition are more than 5% but are all less than 25%, the Acquisition constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules and is therefore subject to the notification and announcement requirement.

As the Acquisition is subject to the fulfillment of certain conditions precedent under the Sale and Purchase Agreement, the Acquisition may or may not proceed. Shareholders and potential investors should exercise caution when dealing in the Shares.

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THE SALE AND PURCHASE AGREEMENT

Date

19 December 2019 (after trading hours)

Parties

1. Rubicon Sapphire Technology (Malaysia) Sdn. Bhd., the Vendor; and
2. Computime (Malaysia) Sdn. Bhd., the Purchaser.

Assets to be acquired

The Manufacturing Facilities to be acquired by the Purchaser include (1) a parcel of sixty

1. -yearleasehold land of 12,383 square metres with an unexpired term of about 51 years expiring on 15 March 2071 held under PN11295, Lot 10010, Mukim 01, Daerah Seberang Perai Tengah, Negeri Pulau Pinang, Malaysia (the "Land"), together with (2) all the buildings erected thereon, which include, inter alia, factory premises with a total gross area of approximately 6,967.67 square metres, bearing the assessment address of No. 3065, Tingkat Perusahaan 4A, Kawasan Perusahaaan Perai, 13600 Perai, Pinang, Malaysia. The Manufacturing Facilities are subject to the express condition of industrial use.

The Vendor entered into a sale and purchase agreement for the acquisition of the Land in 2009 and subsequently erected the building (including the factory premises) thereon. The net book value of the Manufacturing Facilities shown in the unaudited management accounts of the Vendor as at 30 November 2019 was approximately RM11,568,000.00 (equivalent to approximately HK$21,747,840.00). Based on the valuation conducted by an independent professional valuer engaged by the Group, the valuation of the Manufacturing Facilities as at

10 December 2019 was RM20,000,000.00 (equivalent to approximately HK$37,600,000.00) (the "Property Valuation").

Purchase Price

The Purchase Price, in the amount of RM20,750,000.00 (equivalent to approximately HK$39,010,000.00), shall be paid by the Purchaser in the following manners:

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If the Purchaser is unable to pay the Balance Purchase Price in accordance with the Sale and Purchase Agreement, the Payment Deadline shall be automatically extended to the Extended Payment Deadline, provided that the Purchaser pays to the Vendor interest on the Balance Purchase Price then outstanding at the rate of eight per centum (8%) per annum calculated on a daily basis from the first day of the extended period until the Completion Date. The interest due, if any, shall be paid at the same time as the payment of the Balance Purchase Price.

The Purchase Price was determined after arm's length negotiation between the Vendor and the Purchaser taking into account (1) the Property Valuation and (2) the reasons and benefits detailed in the paragraph headed the "Reasons and Benefits of the Acquisition".

The Directors consider the terms and conditions of the Acquisition to be fair and reasonable and are in the interests of the Company and its Shareholders as a whole.

The Purchase Price will be financed by external bank borrowings.

Basis of Sale

Subject to the Vendor's warranties given in the Sale and Purchase Agreement, the Manufacturing Facilities are sold on an "as is where is" basis and the Purchaser is deemed to have inspected the Manufacturing Facilities and agrees to purchase and accept the same in the state and condition in which it is on the actual delivery date of its vacant possession to the Purchaser.

Conditions Precedent

The Completion is conditional upon the following Conditions Precedent:

1. the Vendor having obtained the approval of Penang Development Corporation to sell or transfer the Manufacturing Facilities to the Purchaser (the "PDC Approval");
2. the Vendor having obtained the approval of any Appropriate Authority to sell or transfer the Manufacturing Facilities to the Purchaser (the "Transfer Approval");
3. the Purchaser having at its own costs and expenses obtained the approval of the Appropriate Authority to purchase the Manufacturing Facilities pursuant to Section 433B of the National Land Code 1965 from the Vendor, where applicable (the "State Authority Approval");
4. the Vendor having at its own costs and expenses obtained the consent of Tenaga Nasional Berhad to sell or transfer the Manufacturing Facilities to the Purchaser (the "TNB Consent"); and
5. the Purchaser having at its own costs and expenses obtained a written confirmation or support letter from the Economic Planning Unit of the Prime Minister's Department that its approval is not required for the acquisition of the Manufacturing Facilities by the Purchaser, where applicable (the "EPU Confirmation").

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If the Conditions Precedent are not fulfilled on or before the expiry of two (2) months from the date of the Sale and Purchase Agreement provided always that if any Condition Precedent is not fulfilled or complied with by the expiry of the said two (2) months, an extension of one

1. month shall automatically be granted. If so required, the Parties may mutually on a further extension of the said one (1) month period for fulfilling the Conditions Precedent.

Completion

Subject to the satisfaction of the Conditions Precedent, Completion shall take place on the Completion Date.

Within seven (7) Business Days of the Unconditional Date, the Vendor shall deliver the following documents to the Purchaser's solicitors:

1. copies of the duly paid quit rent and the latest assessment receipts for the current year/ prevailing period in respect of the Manufacturing Facilities;
2. the original PDC Approval;
3. the original Transfer Approval;
4. the original TNB Consent; and
5. any other document or documents which are necessary to enable the valid and registrable Memorandum of Transfer in Form 14A of the National Land Code 1965 duly executed by the Vendor in favour of the Purchaser in respect of the Manufacturing Facilities to be registered in accordance with the Sale and Purchase Agreement.

On the Completion Date, the Vendor shall deliver vacant possession of the Manufacturing Facilities to the Purchaser. In the event the Vendor fails to deliver vacant possession of the Manufacturing Facilities to the Purchaser pursuant to the terms of the Sale and Purchase Agreement on the Completion Date, the Vendor shall pay to the Purchaser interest at the rate of eight per centum (8%) per annum on the Purchase Price calculated on a daily basis from the day after the Completion Date until the actual delivery date of vacant possession to the Purchaser.

If the Purchaser takes vacant possession of the Manufacturing Facilities before the time specified in on the Completion Date, the Purchaser shall occupy the Manufacturing Facilities as a bare licensee of the Vendor. In such event the Purchaser shall immediately surrender possession of the Manufacturing Facilities in a clean and tenantable condition (fair wear and tear excepted) to the Vendor if the sale and purchase of the Manufacturing Facilities is not completed in accordance with the terms of the Sale and Purchase Agreement.

Upon Completion, the Company will indirectly hold the Manufacturing Facilities.

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INFORMATION ON THE VENDOR

The Vendor is a private limited company incorporated in Malaysia. The principal business of the Vendor is designing, assembling and maintaining its own proprietary crystal growth furnaces to grow highpurity, lowstress, ultralowdefectdensity sapphire crystals. It is the registered proprietor and beneficial owner of the Manufacturing Facilities as at the date of this announcement.

The Vendor is owned by Rubicon Technology Inc., a Delaware corporation and its shares are listed on the NASDAQ Capital Market (NASDAQ: RBCN). Rubicon Technology Inc. is an advanced materials provider specializing in monocrystalline sapphire for applications in optical and industrial systems.

As at the date of this announcement, to the best of the Directors' knowledge, information and belief after having made all reasonable enquires, the Vendor and the ultimate beneficial owner of the Vendor are the third parties independent of the Company and its connected persons.

REASONS AND BENEFITS OF THE ACQUISITION

The principal activities of the Group is research and development, design, manufacture and trading of electronic control products. Upon Completion, the Company will indirectly hold the Manufacturing Facilities.

The Group intends to utilise the Manufacturing Facilities for the purpose of developing its manufacturing and supply chain capabilities in Malaysia. The Board considers that the Acquisition is an important milestone in realising the Group's strategic direction in geographic expansion of its manufacturing solutions. The Board believes that the resultant enhancement in overall manufacturing and supply chain capability of the Group will in turn open up additional opportunities of new business uptake in the future.

The Board is of the view that the terms of the Sale and Purchase Agreement are on normal commercial terms and are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

INFORMATION ON THE COMPANY, THE PURCHASER AND THE GROUP

The Company is an investment holding company. The Group is principally engaged in the research and development, design, manufacture and trading of electronic control products.

The Purchaser, a wholly-owned subsidiary of the Company, is a limited liability company incorporated in Malaysia and is principally engaged in investment holding as at the date of this announcement.

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THE LISTING RULES IMPLICATIONS

As one or more of the applicable percentage ratios (as defined under the Listing Rules) for the Acquisition are more than 5% but are all less than 25%, the Acquisition constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules and is therefore subject to the notification and announcement requirements under Chapter 14 of the Listing Rules.

As the Acquisition is subject to the fulfillment of certain conditions precedent under the Sale and Purchase Agreement, the Acquisition may or may not proceed. Shareholders and potential investors should exercise caution when dealing in the Shares.

DEFINITIONS

In this announcement, unless the context otherwise requires, the following terms shall have the following meanings:

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"Extended Payment Deadline" the last day of the period of one (1) week after the last day of

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For the purpose of this announcement and for illustrative purpose only, RM is converted into HK$ at the rate of RM1 = HK$1.88. No representation is made that any amounts in RM has been or could be converted at the above rates or at any other rates.

By order of the Board

Computime Group Limited

AUYANG Ho

Chairman

Hong Kong, 19 December 2019

As at the date of this announcement, the directors of the Company are:

Executive Directors:

Mr. AUYANG Ho (Chairman)

Dr. OWYANG King (Chief Executive Officer)

Non-executive Directors:

Mr. KAM Chi Chiu, Anthony

Mr. Arvind Amratlal PATEL

Mr. WONG Chun Kong

Mr. AU Hing Lun, Dennis

Independent Non-executive Directors:

Mr. LUK Koon Hoo

Mr. Patrick Thomas SIEWERT

Mr. CHEUNG Ching Leung, David

This announcement has been printed in English and Chinese. In the event of inconsistency, the English text of this announcement shall prevail over the Chinese text.

• For identification purposes only

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