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, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in TIMELESS SOFTWARE LIMITED (the "Company"), you should at once hand this circular to the purchaser, transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

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.

TIMELESS SOFTWARE LIMITED

天 時 軟 件 有 限 公 司

(incorporated in Hong Kong with limited liability)

(Stock code: 8028)

    1. RE-ELECTIONOF RETIRING DIRECTORS;
  2. GENERAL MANDATES TO ISSUE AND BUY BACK SHARES; AND
    1. NOTICE OF ANNUAL GENERAL MEETING

The notice of the annual general meeting of the Company to be held at Best Western Plus Hotel Hong Kong, Lily Room, 3/F., 308 Des Voeux Road West, Hong Kong on Tuesday, 3 September 2019 at 4:00 p.m. is set out on pages 8 to 11 of this circular. A form of proxy for use at the Annual General Meeting is enclosed with this circular.

Whether or not you are able to attend the Annual General Meeting, please complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company's share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the Annual General Meeting or any adjournment thereof. Completion of the proxy form and its return will not preclude you from attending, and voting at, the Annual General Meeting, or any adjournment thereof, should you so wish and in such event, the form of proxy shall be deemed to be revoked.

This circular will remain on the "Latest Company Announcements" page of the GEM website at www.hkgem.com for at least 7 days from the date of publication and on the Company's website at www.timeless.com.hk.

28 June 2019

CHARACTERISTICS OF GEM OF THE STOCK EXCHANGE

GEM has been positioned as a market designed to accommodate small and mid-sized companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration.

Given that the companies listed on GEM are generally small and mid-sized companies, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board and no assurance is given that there will be a liquid market in the securities traded on GEM.

- i -

CONTENTS

Pages

Definitions . . . .

. . . . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1

Letter from the Board

1.

Introduction

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3

2.

Re-electionof Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

4

3.

General Mandates to Issue and Buy Back Shares . . . . . . . . . . . . . . . . . .

5

4.

2019 Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

6

5.

Closure of Register of Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

7

6.

Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

7

7.

Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

7

8.

General . . . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

7

Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

8

Appendix I

-

Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

12

Appendix II

-

Particulars of Retiring Directors Proposed

to Be Re-elected . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

15

- ii -

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 held

at Best Western Plus Hotel Hong Kong, Lily Room,

3/F., 308 Des Voeux Road West, Hong Kong on

Tuesday, 3 September 2019 at 4:00 p.m. or any

adjournment thereof

"Articles"

the articles of association of the Company as amended

and adopted from time to time

"Associate(s)"

shall have the meaning ascribed to it under the GEM

Listing Rules

"Board"

the board of Directors or a duly authorised committee

thereof

"Buy-back Mandate"

the proposed general mandate to be granted to the

Directors to exercise power of the Company to buy

back Shares on the Stock Exchange not exceeding 10%

of the total number of Shares in issue as at the date of

the Annual General Meeting

"Companies Ordinance"

the Companies Ordinance (Chapter 622 of the Laws of

Hong Kong)

"Company"

TIMELESS SOFTWARE LIMITED, a company

incorporated in Hong Kong with limited liability under

the Companies Ordinance, the Shares of which are

listed on GEM

"Director(s)"

the director(s) of the Company

"GEM"

GEM operated by the Stock Exchange

"GEM Listing Rules"

the rules governing the listing of securities on GEM

made by the Stock Exchange from time to time

"Group"

the Company and all of its subsidiaries from time to

time

- 1 -

DEFINITIONS

"HK$"

Hong Kong dollars, the lawful currency of Hong Kong

for the time being

"Hong Kong"

Hong Kong, the Special Administrative Region of the

People's Republic of China

"Latest Practicable Date"

21 June 2019, being the latest practicable date prior to

the printing of this circular for ascertaining certain

information contained herein

"Nomination Committee"

nomination committee of the Company

"Notice of Annual General

the notice convening the Annual General Meeting as set

Meeting"

out on pages 8 to 11 of this circular

"Ordinary Resolution(s)"

the proposed ordinary resolution(s) as referred to in the

Notice of Annual General Meeting

"Share(s)"

the ordinary share(s) of the Company

"Shareholder(s)"

the holder(s) of the Share(s) from time to time

"Share Issue Mandate"

the proposed general mandate to be granted to the

Directors to allot, issue and deal with new Shares not

exceeding 20% of the total number of Shares in issue

as at the date of the Annual General Meeting

"Stock Exchange"

The Stock Exchange of Hong Kong Limited

"Substantial Shareholder"

shall have the meaning ascribed to it under the GEM

Listing Rules

"Takeovers Code"

The Codes on Takeovers and Mergers and Share

Buy-backs issued by the Securities and Futures

Commission

- 2 -

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Timeless Software Ltd. published this content on 27 June 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 June 2019 10:59:06 UTC