IMPORTANT If you are in any doubt about this prospectus, you should obtain independent professional advice. CO S342 (2A) CO S38(1A) Computime Group Limited App 1A 1 * (a company incorporated in the Cayman Islands with limited liability) LR 8.02 GLOBAL OFFERING Number of Shares under the Global Offering : 200,000,000 (subject to adjustment and the LR 8.09(1) Over-allotment Option) Number of Hong Kong Offer Shares : 20,000,000 (subject to adjustment) App 1A 15(2)(a) CO 3rd Sch (I)9 App 1A Maximum Offer Price : HK$2.28 per Share payable in full on 15(2)(c) CO 3rd Sch (I)2 application in Hong Kong dollars, subject to refund, plus brokerage of 1%, SFC transaction levy of 0.005% and Stock Exchange trading fee of 0.005% Nominal value : HK$0.10 each App 1A 15(2)(c) Stock code : 320 CO 3rd Sch(I) 2 Global Coordinator, Bookrunner, Sponsor and Lead Manager Financial Advisor to the Company Co-lead Manager DBS Asia Capital Limited The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this prospectus, LR 10.06 (1)(b)(xi) make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance LR 11.20 upon the whole or any part of the contents of this prospectus. A copy of this prospectus, having attached thereto the documents specified in the paragraphs headed “Documents Delivered to the Registrar of Companies CO S342C and Available for Inspection” in Appendix VI to this prospectus, has been registered by the Registrar of Companies in Hong Kong as required by section 342C of the Companies Ordinance (Chapter 32 of the Laws of Hong Kong). The Securities and Futures Commission and the Registrar of Companies in Hong Kong take no responsibility for the contents of this prospectus or any other document referred to above. The Offer Price is expected to be fixed by agreement between the Global Coordinator (on behalf of the Underwriters) and us on the Price Determination I.E. Note 9 Date. The Price Determination Date is expected to be on or around September 29, 2006. The Offer Price will be announced in the South China Morning Post (in English) and the Hong Kong Economic Times (in Chinese) as soon as practicable after it is fixed. The Offer Price will be not more than HK$2.28 and is currently expected to be not less than HK$1.83 unless otherwise announced. Applicants for Hong Kong Offer Shares are required to pay, on application, the maximum offer price of HK$2.28 for each Offer Share, together with a brokerage fee of 1%, SFC transaction levy of 0.005% and Stock Exchange App 1A 15(2)(c) trading fee of 0.005%, which shall be payable in full on application, subject to refund if the Offer Price should be lower than HK$2.28. The Global Coordinator, on behalf of the Underwriters, may, with our consent, reduce the indicative offer price range below that stated in this prospectus I.E. Note 12 (which is HK$1.83 to HK$2.28 per Offer Share) at any time on or prior to the morning of the last day for lodging applications under the Hong Kong Public I.E. Note 8 Offering. In such case, notices of the reduction in the indicative offer price range will be published in the South China Morning Post (in English) and the Hong Kong Economic Times (in Chinese) not later than the morning of the last day for lodging applications under the Hong Kong Public Offering. If applications for Hong Kong Offer Shares have been submitted prior to the last day for lodging applications under the Hong Kong Public Offering, then even if the indicative offer price range is so reduced, such applications cannot be subsequently withdrawn solely by virtue of such reduction. Further details are set out in the section headed “Structure of the Global Offering — Pricing and Allocation” in this prospectus. If, for any reason, the Offer Price is not agreed by October 3, 2006, the Global Offering (including the Hong Kong Public Offering) will not I.E. Note 10 proceed and will lapse. The obligations of the Hong Kong Underwriters under the Hong Kong Underwriting Agreement to subscribe, and to procure applicants for the subscription for, the Hong Kong Offer Shares, may be terminated by the Global Coordinator (on behalf of the Hong Kong Underwriters) if certain grounds arise prior to 8:00 a.m. on the day that trading in the Shares commences on the Stock Exchange. Such grounds are set out in the section headed ‘‘Underwriting — Underwriting arrangements and expenses — Hong Kong Public Offering — Grounds for termination’’ in this prospectus. It is important that you refer to that section for further details. The Offer Shares have not been and will not be registered under the U.S. Securities Act and may not be offered, sold, pledged or transferred within the United States or to, or for the account or benefit of U.S. persons, except that the Offer Shares may be offered, sold or delivered to QIBs in reliance on an exception from registration under the U.S. Securities Act provided by, and in accordance with the restrictions of, Rule 144A or to non-U.S. persons outside the United States in accordance with Rule 903 or Rule 904 of Regulation S. * For identification purposes only CO S342 September 25, 2006 EXPECTED TIMETABLE(1) Latest time to lodge PINK Application Forms ..........5:00 p.m. on Wednesday, September 27, 2006 (2) Application lists open ...........................11:45 a.m. on Thursday, September 28, 2006 App 1A 15(2)(f) CO 3rd Sch(I)8 Latest time to lodge WHITE and YELLOW CO 3rd Sch (I)9 Application Forms ............................12:00 noon on Thursday, September 28, 2006 Latest time to give electronic application instructions to HKSCC(3) .................................12:00 noon on Thursday, September 28, 2006 Application lists close ............................12:00 noon on Thursday, September 28, 2006 Expected Price Determination Date(4) ...............................Friday, September 29, 2006 Announcement of the Offer Price, the indication of level of interest App 1A 15(2)(k) I.E. Note 13 in the International Offering and the results of applications in the PN 18(4.4) Hong Kong Public Offering to be published in the South China Morning Post and Hong Kong Economic Times on or before ...............Friday, October 6, 2006 (5) Dispatch of Share certificates and refund cheques on or before .............Friday, October 6, 2006 App 1A 15(2)(g) Dealings in Shares on the Stock Exchange expected to commence on ........Monday, October 9, 2006 App 1A 22 Notes: (1) All references to times and dates refer to Hong Kong local times and dates, except as otherwise stated. Details of the structure of the Global Offering, including its conditions, are set out in the section headed “Structure of the Global Offering” in this prospectus. (2) If there is a “black” rainstorm warning or a tropical cyclone warning signal number 8 or above in force at any time between 9:00 a.m. and 12:00 noon on Thursday, September 28, 2006, the application lists will not open on that day. Particulars of the arrangements are set out in the section headed “How to apply for Hong Kong Offer Shares — Effect of bad weather conditions on the opening of the application lists” in this prospectus. (3) Applicants who wish to apply by giving electronic application instructions to HKSCC should refer to the section headed “How to apply for the Hong Kong Offer Shares — How to apply by giving electronic application instructions to HKSCC” in this prospectus. (4) The Price Determination Date is expected to be on or around Friday, September 29, 2006 and in any event, not later than Tuesday, October 3, 2006. If, for any reason, the Global Coordinator (on behalf of the Underwriters) and us are unable to reach an agreement on the Offer Price, the Hong Kong Public Offering and the International Offering will not become unconditional and will lapse immediately. (5) Refund cheques will be issued in respect of wholly or partially unsuccessful applications and also in respect of successful applications in the event that the Offer Price is less than the initial price per Share payable on application. Applicants for 1,000,000 Shares or more and who have indicated in their Application Forms that they wish to collect refund cheques and Share certificates (as relevant) personally from the Hong Kong Share Registrar may collect refund cheques (where applicable) and Share certificates (where applicable) from Computershare Hong Kong Investor Services Limited, Shops 1712-1716, 17th LR 8.16 Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong from 9:00 a.m. to 1:00 p.m. on Friday, October 6, 2006 or any other date notified by us in the newspaper as the date of dispatch of Share certificates/refund cheques. Individual applicants who opt for personal collection must not authorize any other person to make their collection on their behalf. Corporate applicants who opt for personal collection must attend by their authorized representatives, each bearing a letter of authorization from such corporation stamped with the corporation’s chop. Both individuals and authorized representatives, as the case may be, must produce, at the time of collection, evidence of identity acceptable to the Hong Kong Share Registrar. Part of your Hong Kong Identity Card number/passport number, or, if you are joint applicants, part of the Hong Kong Identity Card number/passport number of the first-named applicant, provided by you may be printed on your refund cheque, if any.