SIM Technology Group Limited — AGM Information 2017

Apr 27, 2017

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 you should take, 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 SIM Technology Group Limited, you should at once hand this circular, together with the enclosed form of proxy to the purchaser or the transferee or to the bank, a licensed securities dealer 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 take no responsibility for the contents of this circular, makes 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.

SIM Technology Group Limited 晨訊科技集團有限公司[*]

(Incorporated in Bermuda with limited liability) (Stock Code: 2000)

PROPOSED GRANT OF GENERAL MANDATES TO ISSUE AND TO REPURCHASE SHARES; PROPOSED RE-ELECTION OF DIRECTORS; AND NOTICE OF ANNUAL GENERAL MEETING

The notice convening the annual general meeting of SIM Technology Group Limited to be held at Unit 2402, 24th Floor, Tower 1, Admiralty Centre, 18 Harcourt Road, Admiralty, Hong Kong on Thursday, 8 June 2017 at 10:00 a.m. is set out on pages AGM-1 to AGM-5 of this circular. Whether or not you are able to attend the annual general meeting in person, you are requested to complete the form of proxy accompanying the notice of the annual general meeting in accordance with the instructions printed thereon and return it to the Company’s principal place of business in Hong Kong at Unit 2908, 29th Floor, 248 Queen’s Road East, Wanchai, Hong Kong by 10:00 a.m., on Tuesday, 6 June 2017 or not less than 48 hours before the time appointed for holding any adjourned meeting. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the annual general meeting (or any adjournment thereof) should you so wish.

• For identification purposes only

27 April 2017

CONTENTS

		Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
Letter from the Board
(I)	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
(II)	Proposed grant of general mandates to issue and to repurchase Shares . . .	4
(III)	Proposed re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
(IV)	Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
(V)	Closure of register of members for determining entitlement to attend
	and vote at the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . .	6
(VI)	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
(VII)	Responsibility statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
**Appendix **	I – Explanatory statement on repurchase of Shares . . . . . . . . . . .	7
**Appendix **	II – Brief biographical background of Directors to be re-elected. .	10
**Notice of **	Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	AGM-1

– i –

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 convened to be held at 10:00 a.m. on Thursday, 8 June 2017 at Unit 2402, 24th Floor, Tower 1, Admiralty Centre, 18 Harcourt Road, Admiralty, Hong Kong and any adjournment thereof (if any), the notice of which is set out on pages AGM-1 to AGM-5 of this circular

• “associate(s)” has the meaning ascribed to it under the Listing Rules

• “Board” the board of Directors

• “Business Day” any day on which the Stock Exchange is open for the business of dealing in securities

• “Bye-laws”

• the bye-laws of the Company, as amended from time to time

• “close associate(s)”

• has the meaning ascribed to it under the Listing Rules

• “Companies Act”

• the Companies Act 1981 of Bermuda (as amended)

• “Company”

• SIM Technology Group Limited, a company incorporated in Bermuda with limited liability and the Shares of which are listed on the Main Board of the Stock Exchange

• “core connected person(s)” has the meaning ascribed to it under the Listing Rules

• “Director(s)” director(s) of the Company

• “Group”

• the Company and its subsidiaries from time to time and “member(s) of the Group” shall be construed accordingly

• “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China

• “Latest Practicable Date”

• 21 April 2017, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

• “Listing Rules”

the Rules Governing the Listing of Securities on the Stock Exchange

– 1 –

DEFINITIONS

“PRC”	the People’s Republic of China which for	the People’s Republic of China which for	the purpose
	of this circular, excludes Hong	Kong,	the Macau
	Special Administrative Region of the People’s Republic
	of China and Taiwan
“Share(s)”	share(s) of HK$0.10 each in the	share capital of the
	Company
“Shareholder(s)”	holder(s) of the issued Share(s)
“Stock Exchange”	The Stock Exchange of Hong Kong	Limited
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“RMB”	Renminbi, the lawful currency of the PRC
“%”	per cent.

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LETTER FROM THE BOARD

SIM Technology Group Limited 晨訊科技集團有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 2000)

Executive Directors: Ms Yeung Man Ying (Chairman) Mr Wong Cho Tung Ms Tang Rongrong Mr Chan Tat Wing, Richard Mr Liu Hong Mr Liu Jun

Independent non-executive Directors: Mr Liu Hing Hung Mr Wang Tianmiao Mr Wu Zhe

Registered office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Principal place of business in Hong Kong: Unit 2908, 29th Floor 248 Queen’s Road East Wanchai Hong Kong 27 April 2017

To the Shareholder

Dear Sir or Madam,

PROPOSED GRANT OF GENERAL MANDATES TO ISSUE AND TO REPURCHASE SHARES; AND PROPOSED RE-ELECTION OF DIRECTORS

(I) INTRODUCTION

The purpose of this circular is to provide you with information regarding the resolutions to be proposed at the Annual General Meeting to be held on Thursday, 8 June 2017 at Unit 2402, 24th Floor, Tower 1, Admiralty Centre, 18 Harcourt Road, Admiralty, Hong Kong, the notice of which (“ Notice of the Annual General Meeting ”) is set out on pages AGM-1 to AGM-5 of this circular. These proposed resolutions include, among others, the ordinary resolutions to (i) grant the Directors general mandates to allot, issue and deal with Shares and repurchase issued Shares and, subject to the passing of the resolutions approving the grant of the aforesaid general mandates, to extend the general mandate to

• For identification purposes only

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LETTER FROM THE BOARD

allot, issue and deal with additional Shares by an amount not exceeding the number of Shares purchased by the Company under the authority to repurchase; and (ii) re-elect the Directors who are due to retire at the Annual General Meeting.

(II) PROPOSED GRANT OF GENERAL MANDATES TO ISSUE AND TO REPURCHASE SHARES

At the Annual General Meeting, an ordinary resolution will be proposed in the terms set out in Resolution 5A of the Notice of the Annual General Meeting to renew the general and unconditional mandate to authorise the Directors to allot, issue and otherwise deal with new Shares of up to 20 per cent. (20%) of the number of issued shares of the Company as at the date of passing the resolution with effect from the expiry of the current general mandate to issue Shares granted to the Directors at the last annual general meeting of the Company held on 1 June 2016 (“ Issue Mandate ”). As at the Latest Practicable Date, a total of 2,557,896,300 Shares were in issue. Subject to the passing of the proposed resolution granting the Issue Mandate to the Directors and on the basis that no Shares will be issued or repurchased by the Company prior to the Annual General Meeting, the Company will be allowed under the Issue Mandate to issue a maximum of 511,579,260 Shares.

At the Annual General Meeting, an ordinary resolution will be proposed in the terms set out in Resolution 5B of the Notice of the Annual General Meeting to renew the general mandate to authorise the Directors to exercise the powers of the Company to repurchase Shares up to a limit of 10 per cent. (10%) of the number of issued shares of the Company as at the date of passing the resolution (“ Repurchase Mandate ”).

In addition, if the resolutions approving the Issue Mandate and the Repurchase Mandate are passed, an ordinary resolution in the terms set out in Resolution 5C of the Notice of the Annual General Meeting will be proposed to authorise the Directors to allot, issue and otherwise deal with further Shares up to an amount equal to the aggregate number of the Shares repurchased under the Repurchase Mandate (“ Extension Mandate ”).

An explanatory statement as required under the Listing Rules giving information regarding the Repurchase Mandate is set out in Appendix I to this circular.

(III) PROPOSED RE-ELECTION OF DIRECTORS

In accordance with bye-law 87 of the Bye-laws, at the Annual General Meeting, each of Mr Wong Cho Tung (an executive Director), Mr Chan Tat Wing, Richard (an executive Director) and Mr Liu Hing Hung (an independent non-executive Director) will retire from office by rotation and, being eligible, will offer himself for re-election.

Pursuant to bye-law 86(2) of the Bye-laws, each of Mr Wang Tianmiao and Mr Wu Zhe shall only hold office until the Annual General Meeting. Each of them, being eligible, will offer himself for re-election at the Annual General Meeting.

Pursuant to provision A.4.3 of the Corporate Governance Code set out in Appendix 14 to the Listing Rules, (a) having served the Company for more than nine years could be relevant to the determination of a non-executive director’s independence, and (b) if an

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LETTER FROM THE BOARD

independent non-executive director serves more than nine years, his further appointment should be subject to a separate resolution to be approved by shareholders. Mr Liu Hing Hung (“ Mr Liu ”) will have been serving as an independent non-executive Director for more than nine years by the end of this year. Accordingly, he will retire by rotation at the Annual General Meeting and, being eligible, will offer himself for re-election at the Annual General Meeting.

The Company has received from Mr Liu his confirmation of independence pursuant to Rule 3.13 of the Listing Rules. The Directors consider that Mr Liu has not engaged in any executive management of the Group or is not involved in any relationships or circumstances which would interfere with the exercise of his independent judgment. During Mr Liu’s appointment as independent non-executive Director since September 2008, he made objective decisions, contributed to the Board with his valuable experience and demonstrated a firm commitment to his role in promoting the best interests of the Company and the Shareholders.

For the reasons mentioned above, the Directors are satisfied that Mr Liu has the required character, integrity and experience to continue fulfilling his role of an independent non-executive Director and propose to re-elect Mr Liu as a Director by way of a separate resolution to be approved by the Shareholders in the Annual General Meeting.

Details of the Directors who are proposed to be re-elected at the Annual General Meeting are set out in Appendix II to this circular.

(IV) ANNUAL GENERAL MEETING

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll. Therefore, all the resolutions put to the vote at the Annual General Meeting will be taken by way of poll. The chairman of the Annual General Meeting will explain the procedures for conducting a poll at the commencement of the Annual General Meeting. To the best of the Directors’ knowledge, information and belief, none of the Shareholders is required to abstain from voting for the resolutions to be proposed at the Annual General Meeting.

After the conclusion of the Annual General Meeting, the poll results will be published on the website of the Stock Exchange at www.hkexnews.hk and the website of the Company at www.sim.com.

The notice convening the Annual General Meeting to be held at Unit 2402, 24th Floor, Tower 1, Admiralty Centre, 18 Harcourt Road, Admiralty, Hong Kong on Thursday, 8 June 2017 at 10:00 a.m. is set out on pages AGM-1 to AGM-5 of this circular. Whether or not you are able to attend the Annual General Meeting in person, you are requested to complete the form of proxy accompanying the Notice of the Annual General Meeting in accordance with the instructions printed thereon and return it to the Company’s principal place of business in Hong Kong at Unit 2908, 29th Floor, 248 Queen’s Road East, Wanchai, Hong Kong by 10:00 a.m., on Tuesday, 6 June 2017 or not less than 48 hours before the time

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LETTER FROM THE BOARD

appointed for holding any adjourned Annual General Meeting. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the Annual General Meeting or (any adjournment thereof) should you so wish.

(V) CLOSURE OF REGISTER OF MEMBERS FOR DETERMINING ENTITLEMENT TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING

To ascertain the Shareholders’ entitlement to attend and vote at the Annual General Meeting, the register of members of the Company will be closed from Monday, 5 June 2017 to Thursday, 8 June 2017, both days inclusive, during which period no transfer of Shares will be registered. In order to qualify for the entitlement to attend and vote at the Annual General Meeting, all transfer of Shares accompanied by the relevant Share certificates must be lodged with the branch share registrar and transfer office of the Company 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 no later than 4:00 p.m. on Friday, 2 June 2017.

(VI) RECOMMENDATION

The Directors believe that all the ordinary resolutions in respect of, among others, the granting of the Issue Mandate, the Repurchase Mandate, the Extension Mandate and the re-election of Directors, as set out in the Notice of the Annual General Meeting, are in the best interests of the Company and its shareholders as a whole. Accordingly, the Directors recommend you to vote in favour of all the ordinary resolutions to be proposed at the Annual General Meeting.

(VII) RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

Yours faithfully, For and on behalf of the Board SIM Technology Group Limited Yeung Man Ying Chairman

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APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE OF SHARES

The following is the explanatory statement required to be sent to the Shareholders under Rule 10.06(1)(b) of the Listing Rules to provide requisite information for the Shareholders to make an informed decision whether to vote for or against the resolution to approve the Repurchase Mandate.

1. Share capital

As at the Latest Practicable Date, the issued share capital of the Company comprised 2,557,896,300 Shares. Subject to the approval of the Repurchase Mandate and on the basis that no further Shares are issued or repurchased prior to the passing of the relevant resolution at the Annual General Meeting, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 255,789,630 Shares.

2. Reasons for repurchases

The Directors believe that the Repurchase Mandate is in the best interests of the Company and its shareholders as a whole. Such repurchase may, depending on market conditions and funding arrangements at the time of repurchase, lead to an enhancement of the net asset value and/or earnings per Share and will only be made when the Directors believe that such repurchase will benefit the Company and its shareholders as a whole.

3. Funding of repurchases

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with its memorandum of association and Bye-laws and the applicable laws of Bermuda. A listed company may not repurchase its own shares on the Main Board of the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange. Bermuda law provides that the amount to be paid in connection with a Share repurchase may only be paid out of the capital paid up on the relevant purchased Shares or out of the funds of the Company which would otherwise be available for dividend or distribution or out of the proceeds of a fresh issue of Shares made for the purpose. The amount of premium payable on a repurchase may only be paid out of either the funds of the Company that would otherwise be available for dividend or distribution or out of the share premium account of the Company. It is envisaged that the funds required for any repurchase under the Repurchase Mandate would be derived from such sources.

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 of the Company for the year ended 31 December 2016 in the event that the repurchase of Shares under the Repurchase Mandate were to be carried out in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the Repurchase 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 ON REPURCHASE OF SHARES

4. Share prices

The highest and lowest prices at which the Shares have been traded on the Stock Exchange during each of the twelve months preceding the Latest Practicable Date were as follows:

	Price per share	Price per share
Month	Highest	Lowest
	HK$	HK$
2016
April	0.405	0.370
May	0.380	0.335
June	0.350	0.315
July	0.340	0.310
August	0.365	0.300
September	0.395	0.315
October	0.350	0.315
November	0.335	0.300
December	0.330	0.295
2017
January	0.355	0.295
February	0.335	0.310
March	0.335	0.305
April (up to the Latest Practicable Date)	0.390	0.320

5. Undertaking and disclosure of interests

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the powers of the Company to make repurchases pursuant to the Repurchase Mandate in accordance with the Listing Rules, the applicable laws of Bermuda and the memorandum of association of the Company and Bye-laws.

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their close associates, has any present intention to sell any Shares to the Company or its subsidiaries if the Repurchase Mandate is approved by the Shareholders.

No core connected person (as defined in the Listing Rules) of the Company has notified the Company that he/she/it has a present intention to sell Shares to the Company or its subsidiaries and no such person has undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.

6. Hong Kong Code on Takeovers and Mergers

If on the exercise of the power to repurchase Shares pursuant to the Repurchase 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 Rule 32 of the

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APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE OF SHARES

Hong Kong Code on Takeovers and Mergers (“ Takeovers Code ”). As a result, 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.

As at the Latest Practicable Date, to the best of the knowledge and belief of the Directors, Info Dynasty Group Limited, Simcom Limited and Intellipower Investments Limited, Ms Yeung Man Ying, Mr Wong Cho Tung, Mr Wong Hei, Simon and Mr Wong Sun (together, the “ Concert Group ”) were together beneficially interested in 1,212,502,000 Shares, representing approximately 47.40% of the issued share capital of the Company. In the event that the Directors should exercise in full the Repurchase Mandate and if there is no other change in the issued share capital of the Company and the aggregate number of issued shares in which the Concert Group is interested remains unchanged, the shareholding of the Concert Group will be increased to approximately 52.67% of the issued share capital of the Company. Accordingly, an exercise of the Repurchase Mandate in full will result in the Concert Group becoming obliged to make a mandatory offer under Rule 26 of the Takeovers Code. Save as aforesaid, the Directors are not aware of any consequences which may arise under the Takeovers Code as a result of any repurchases made under the Repurchase Mandate.

Save as disclosed above, the Directors are not aware of any shareholder or group of shareholders of the Company acting in concert, who may become obliged to make a mandatory offer under Rule 26 of the Takeovers Code as a consequence of any repurchases made pursuant to the Repurchase Mandate.

7. Share repurchases made by the Company

The Company has not repurchased any Shares (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.

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BRIEF BIOGRAPHICAL BACKGROUND OF DIRECTORS TO BE RE-ELECTED

APPENDIX II

The biographical details of the Directors proposed to be re-elected at the Annual General Meeting are set out as follows:

Mr Wong Cho Tung (“ Mr Wong ”), aged 72, is an executive Director and the president of the Group. Mr Wong is responsible for participating in formulation of the direction, strategies and be responsible for the development plan of the new business of the Group. Mr Wong is the chairperson of Shanghai SIM Technology Limited, a director of Shanghai Sunrise Simcom Ltd. and SIM Technology HK Limited. Mr Wong is also the director of Info Dynasty Group Limited and Intellipower Investments Limited, both of which are the substantial shareholders of the Company. Mr Wong together with his spouse, Ms Yeung Man Ying, an executive Director, was the founder of the Company. Mr Wong graduated in 1968 from the Beijing University of Aeronautics and Astronautics (currently known as Beihang University), specialising in electrical engineering. Mr Wong has decades of experience in the electrical, electronics and telecommunications industry. Mr Wong is a controlling shareholder (as defined under the Listing Rules) of the Company and Info Dynasty Group Limited. Save as disclosed above, Mr Wong has not held any directorship in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas during the last three years. He does not have any relationship with any Directors, senior management or substantial or controlling shareholders of the Company.

As at the Latest Practicable Date, Mr Wong was interested in 1,212,182,000 Shares within the meaning of Part XV of the Securities and Futures Ordinance (“ SFO ”). Pursuant to the service agreement entered into between Mr Wong and the Company, Mr Wong is entitled to a fixed salary of HK$1 per annum which was reviewed and approved by the remuneration committee of the Company (“ Remuneration Committee ”) based on factors including the terms of remuneration as set out in the service agreement entered into between the Company and Mr Wong in 2016 and Mr Wong’s shareholding interest in the Company. The service agreement also provides that, subject to the decision of the Remuneration Committee, the Company may also grant Mr Wong options to subscribe for Shares in accordance with the share option schemes adopted or to be adopted by the Company. Under the service agreement between the Company and Mr Wong, Mr Wong’s appointment is for a term of one year from 31 May 2016, subject to retirement by rotation and re-election at general meetings of the Company as and when required under the Bye-laws.

Mr Chan Tat Wing, Richard (“ Mr Chan ”), aged 60, is an executive Director and the chief finance officer of the Group. Mr Chan was qualified as a certified general accountant (CGA) in Canada in 1988. He is a member of the Certified General Accountants Association of Canada. Mr Chan has more than 25 years of financial management experience and has worked as, amongst other positions, the chief finance officer of E-Mice Solutions (HK) Limited and Chinatron Group Holdings Limited, the financial controller of SmarTone Telecommunications Holdings Limited and the finance director of EMI (Hong Kong) Ltd and had also held a financial management position in Merrell Dow Pharmaceuticals (Canada) Inc. Mr Chan obtained a bachelor’s degree in arts from York University, Canada in 1979 and a bachelor’s degree in administrative studies with honours from the same university in 1982. Mr Chan joined SIM Technology (HK) in July 2004. Save as disclosed

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BRIEF BIOGRAPHICAL BACKGROUND OF DIRECTORS TO BE RE-ELECTED

APPENDIX II

above, Mr Chan has not held any directorship in any other listed public companies during the last three years. He does not have any relationship with any other Directors, senior management, substantial or controlling shareholders of the Company.

As at the Latest Practicable Date, Mr Chan was interested in 5,382,000 underlying shares of the Company within the meaning of Part XV of the SFO. Pursuant to the service agreement entered into between Mr Chan and the Company, Mr Chan is entitled to (i) a fixed salary of HK$1,560,000 per annum, which is subject to review by the Remuneration Committee after completion of twelve months of services; (ii) a discretionary bonus as determined by the Remuneration Committee by reference to the performance of the Group and Mr Chan; and (iii) subject to the decision of the Remuneration Committee, the Company may also grant to Mr Chan options to subscribe for Shares in accordance with the share option scheme adopted or to be adopted by the Company. The emolument of Mr Chan is determined by reference to the level of remuneration package normally granted to senior executives in the industry of comparable caliber and job responsibilities. Under the service agreement between Mr Chan and the Company, Mr Chan’s appointment is for a term of one year from 31 May 2016, subject to retirement by rotation and re-election at general meetings of the Company as and when required under the Bye-laws.

Mr Liu Hing Hung (“Mr Liu”) , aged 54, is an independent non-executive Director, the chairman of the audit committee of the Board and the chairman of the Remuneration Committee. Mr Liu is a fellow member of the Hong Kong Institute of Certified Public Accountants, the Association of Chartered Certified Accountants and the Taxation Institute of Hong Kong and also a member of the Society of Chinese Accountants and Auditors. Mr Liu now runs a professional accountancy firm in Hong Kong and has over ten years of experience in accounting, taxation, auditing and corporate finance. Mr Liu was an independent non-executive director of Emperor International Holdings Limited (stock code: 163), a company listed on the Main Board of The Stock Exchange of Hong Kong Limited from September 2004 to August 2015. Save as disclosed above, Mr Liu has not held any directorship in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas during the last three years. Mr Liu does not have any relationship with any other Directors, senior management, substantial or controlling shareholders of the Company.

As at the Latest Practicable Date, Mr Liu does not have any interest in Shares within the meaning of Part XV of the SFO. Pursuant to the appointment letter entered into between Mr Liu and the Company, the Director’s fee of Mr Liu as independent non-executive Director is US$20,000 per annum. The remuneration package of Mr Liu is determined by reference to his background, experience, qualifications, duties, responsibilities and expected time commitment to the Company’s affairs. Under the appointment letter between Mr Liu and the Company, Mr Liu’s appointment is for a term of one year from 25 January 2017, subject to retirement by rotation and re-election at general meetings of the Company as and when required under the Bye-laws.

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BRIEF BIOGRAPHICAL BACKGROUND OF DIRECTORS TO BE RE-ELECTED

APPENDIX II

Mr Liu, being an independent non-executive Director eligible for re-election at the Annual General Meeting, has made a confirmation of independence pursuant to Rule 3.13 of the Listing Rules. The Company is of the view that Mr Liu meets the independence guidelines set out in Rule 3.13 of the Listing Rules and is independent in accordance with the terms of the guidelines.

Mr Wang Tianmiao (“ Mr Wang ”), aged 57, is an independent non-executive Director (appointed on 18 April 2017). Mr Wang has been a professor at Beihang University in the PRC since 1995. He was (i) a member of the Academic Subject Assessment Expert Panel of the Academic Committee of the State Council of the PRC; (ii) the expert panel leader of the national “863 Programme” on robotics technology; (iii) the deputy leader of the Expert Panel Meeting of the Manufacturing Industry Informatization Project of the Ministry of Science and Technology of the PRC; (iv) a member of the Robotics Professional Committee of the Ministry of Science and Technology of the PRC; (v) the honourary department head at the Graduate School of Robotics of Beihang University; (vi) a supervisor of each of the major laboratory of the mechanic industrial service robot and the artificial intelligence and robotics engineering technology centre of Beihang University; and (vii) the deputy councillor of the Academic Committee of Beihang University. Mr Wang’s research areas mainly focus on advanced robotics technology, and he has achieved outstanding results in the research development of medical robots, bionic mechanical fish and embedded intelligent control. Mr Wang obtained a bachelor’s degree from Xi’an Jiaotong University in 1982, a master’s degree from the Northwestern Polytechnical University in 1987, and a doctoral degree from the Northwestern Polytechnical University in 1989 in the PRC. Mr Wang has been an independent director of Goertek Inc.（歌爾股份有限公司）, the shares of which are listed on the Main Board of the Shenzhen Stock Exchange (stock code: 002241), since April 2016. Save as disclosed above, Mr Wang has not held any directorship in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas during the last three years. He does not have any relationship with any other Directors, senior management, substantial or controlling shareholders of the Company.

As at the Latest Practicable Date, Mr Wang was not interested in any Shares within the meaning of Part XV of the SFO. Pursuant to the letter of appointment made between Mr Wang and the Company, Mr Wang has been appointed for a term of one year commencing from 18 April 2017, subject to retirement by rotation and re-election at general meetings of the Company as and when required under the Bye-laws. Mr Wang is entitled to an annual director’s fee of US$20,000, which was determined with reference to his background, experience, qualifications, duties and responsibilities with the Group and the prevailing market conditions.

Mr Wang, being an independent non-executive Director eligible for re-election at the Annual General Meeting, has made a confirmation of independence pursuant to Rule 3.13 of the Listing Rules. The Company is of the view that Mr Wang meets the independence guidelines set out in Rule 3.13 of the Listing Rules and is independent in accordance with the terms of the guidelines.

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BRIEF BIOGRAPHICAL BACKGROUND OF DIRECTORS TO BE RE-ELECTED

APPENDIX II

Mr Wu Zhe (“ Mr Wu ”), aged 60, is an independent non-executive Director (appointed on 18 April 2017). Mr Wu has been the professor at Beihang University in the PRC since October 1993 and the deputy principal at Dongguan University of Technology in the PRC since 2015. During the period from May 1991 to October 1993, Mr Wu was the lecturer and the associate professor in aircraft design of Beihang University. From 1997 to 2004, he was the deputy principal of Beihang University. He obtained a bachelor’s degree in Wuhan Institute of Construction （武漢建材學院） (currently known as Wuhan University of Technology) in 1982, a doctoral degree from Harbin Institute of Architecture（哈爾濱建工學 院） (currently known as Harbin Institute of Technology) in 1988 and a postdoctoral certificate from Northwestern Polytechnical University in 1991 in the PRC. Save as disclosed above, Mr Wu has not held any directorship in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas during the last three years. He does not have any relationship with any Director, senior management, substantial or controlling shareholders of the Company.

As at the Latest Practicable Date, Mr Wu was not interested in any shares of the Company within the meaning of Part XV of the SFO. Pursuant to the letter of appointment made between Mr Wu and the Company, Mr Wu has been appointed for a term of one year commencing from 18 April 2017, subject to retirement by rotation and re-election at general meetings of the Company as and when required under the Bye-laws. Mr Wu is entitled to an annual director’s fee of US$20,000, which was determined with reference to his background, experience, qualifications, duties and responsibilities with the Group and the prevailing market conditions.

Mr Wu, being an independent non-executive Director eligible for re-election at the Annual General Meeting, has made a confirmation of independence pursuant to Rule 3.13 of the Listing Rules. The Company is of the view that Mr Wu meets the independence guidelines set out in Rule 3.13 of the Listing Rules and is independent in accordance with the terms of the guidelines.

Each of Mr Wong, Mr Chan, Mr Liu, Mr Wang and Mr Wu has confirmed to the board of Directors that the details set out in paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules are not relevant to him and therefore no information needs to be disclosed by any of them in relation to those paragraphs. Each of Mr Wong, Mr Chan, Mr Liu, Mr Wang and Mr Wu has further confirmed to the board of Directors that save as disclosed above, there is no other matter that needs to be brought to the Shareholders’ attention in relation to their re-election as Directors and there is no other information which is discloseable pursuant to any of the requirements set out in Rule 13.51(2) of the Listing Rules.

• For identification purposes only

– 13 –

NOTICE OF ANNUAL GENERAL MEETING

SIM Technology Group Limited 晨訊科技集團有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 2000)

NOTICE IS HEREBY GIVEN that the annual general meeting of SIM Technology Group Limited (“ Company ”) will be held at Unit 2402, 24th Floor, Tower 1, Admiralty Centre, 18 Harcourt Road, Admiralty, Hong Kong on Thursday, 8 June 2017 at 10:00 a.m. for the following purposes:

ORDINARY RESOLUTIONS

1. To receive and adopt the audited consolidated financial statements of the Company and the reports of the directors and the auditors for the year ended 31 December 2016.

2. To declare final dividend for the year ended 31 December 2016.

3. (a) To re-elect Mr Wong Cho Tung as a director of the Company (“ Director ”).

4. (b) To re-elect Mr Chan Tat Wing, Richard as a Director.

5. (c) To re-elect Mr Liu Hing Hung as a Director.

6. (d) To re-elect Mr Wang Tianmiao as a Director.

7. (e) To re-elect Mr Wu Zhe as a Director.

8. (f) To authorise the board of Directors to fix the Directors’ remuneration.

9. To re-appoint Messrs. Deloitte Touche Tohmatsu as the auditors of the Company and to authorise the board of Directors to fix their remuneration.

10. To consider and, if thought fit, pass the following resolutions as ordinary resolutions:

11. A. “ THAT :

    • (a) subject to paragraph (c) below, pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (“ Listing Rules ”), the exercise by the Directors during the Relevant

• For identification purposes only

– AGM-1 –

NOTICE OF ANNUAL GENERAL MEETING

Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with unissued shares in the capital of the Company or securities convertible into shares of the Company (“ Shares ”) or options, warrants, or similar right to subscribe for any shares or convertible securities of the Company and to make or grant offers, agreements and options, including bonds, warrants and debentures and any other securities which carry rights to subscribe for or are convertible into Shares which would or might require the exercise of such powers be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and options, including bonds, warrants and debentures and any other securities which carry rights to subscribe for or are convertible into Shares, which would or might require the Shares to be issued, allotted or disposed of, whether during the continuance of or after the end of the Relevant Period (as hereinafter defined);

• (c) the aggregate number of securities allotted and issued or agreed conditionally or unconditionally to be allotted and issued (whether pursuant to options or otherwise) by the Directors pursuant to the approval in paragraph (a) above, otherwise than any allotment and issue of the Shares (i) pursuant to a Rights Issue (as hereinafter defined); or (ii) on the exercise of the subscription or conversion rights attaching to any warrants or any securities which are convertible into Shares which may be issued by the Company from time to time; or (iii) on the exercise of any options granted under the share option schemes or similar arrangement of the Company adopted from time to time in accordance with the Listing Rules; or (iv) in lieu of the whole or part of a dividend on Shares in accordance with the bye-laws of the Company, shall not exceed the aggregate of: (aa) 20 per cent. (20%) of the number of the issued shares of the Company as at the date of passing this resolution; and (bb) (if the Directors are so authorised by a separate ordinary resolution of the shareholders of the Company) the aggregate number of the issued shares of the Company which may be repurchased by the Company subsequent to the passing of this resolution (up to a maximum equivalent to 10% of the number of the issued shares of the Company on the date of the passing of this resolution); and the said approval shall be limited accordingly;

• (d) if, after the passing of this resolution, the Company conducts a share consolidation or subdivision, the number of Shares subject to the limit set out in paragraph (c) above shall be adjusted to the effect that the number of Shares subject to the limit set out in paragraph (c) above as a percentage of the total number of issued Shares at the date immediately before and after such consolidation or subdivision shall be the same; and

– AGM-2 –

NOTICE OF ANNUAL GENERAL MEETING

• (e) for the purposes of this resolution:

“ Relevant Period ” means the period from the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by any applicable law or the bye-laws of the Company to be held; or

• (iii) the passing of an ordinary resolution by shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution.

“ Rights Issue ” means an offer of Shares, or offer or issue of warrants, options or other securities giving rights to subscribe for Shares open for a period fixed by the Directors to holders of Shares whose names appear on the register of members of the Company on a fixed record date in proportion to their then holdings of such Shares as at that date (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, or the expense and delay in determining the extent of any restrictions or obligations, under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory outside Hong Kong which are applicable to the Company).”

• B. “ THAT :

• (a) subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (for the purpose of this resolution, “ Relevant Period ” shall have the same meaning as assigned to it under the resolution set out in paragraph 5A of the notice convening this meeting) of all the powers of the Company to repurchase Shares on The Stock Exchange of Hong Kong Limited (“ Stock Exchange ”) or on any other stock exchange on which the securities of the Company may be listed and which is recognised by the Securities and Futures Commission and the Stock Exchange under the Code on Share Buy-backs for this purpose, subject to and in accordance with all applicable laws and/or the requirements of the Stock Exchange or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

– AGM-3 –

NOTICE OF ANNUAL GENERAL MEETING

• (b) the aggregate number of Shares to be repurchased by the Company pursuant to the approval in paragraph (a) above during the Relevant Period shall not exceed 10 per cent. (10%) of the number of issued shares of the Company as at the date of passing this resolution and the said approval shall be limited accordingly; and

• (c) if, after the passing of this resolution, the Company conducts a share consolidation or subdivision, the number of Shares subject to the limit set out in paragraph (b) above shall be adjusted to the effect that the number of Shares subject to the limit set out in paragraph (b) above as a percentage of the total number of issued Shares at the date immediately before and after such consolidation or subdivision shall be the same.”

• C. “ THAT conditional on the passing of the resolutions set out in paragraphs 5A and 5B of the notice convening this meeting, the general mandate granted to the Directors to exercise the powers of the Company to allot, issue and deal with additional Shares pursuant to the resolution set out in paragraph 5A of the notice convening this meeting be and is hereby extended by the addition to the aggregate number of securities of the Company which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to such general mandate of an amount representing the aggregate number of Shares of the Company repurchased by the Company under the authority granted pursuant to the resolution set out in paragraph 5B of the notice convening this meeting, provided that such extended amount shall not exceed 10 per cent. (10%) of the number of issued shares of the Company as at the date of passing this resolution.”

By order of the board of Directors SIM Technology Group Limited Wong Cho Tung Director

27 April 2017
Registered office:	Principal place of business
Clarendon House	in Hong Kong:
2 Church Street	Unit 2908, 29th Floor
Hamilton HM 11	248 Queen’s Road East
Bermuda	Wanchai
	Hong Kong

As at the date of this notice, the executive Directors are Ms Yeung Man Ying, Mr Wong Cho Tung, Ms Tang Rongrong, Mr Chan Tat Wing, Richard, Mr Liu Hong and Mr Liu Jun and the independent non-executive Directors are Mr Liu Hing Hung, Mr Wang Tianmiao and Mr Wu Zhe.

– AGM-4 –

NOTICE OF ANNUAL GENERAL MEETING

Notes:

1. Any member of the Company holding two or more Shares entitled to attend and vote at the above meeting is entitled to appoint one or more proxies to attend and, subject to the provisions of the bye-laws of the Company, vote in his stead. A proxy needs not be a member of the Company.

2. In the case of joint holders of a Share, any one of such joint holders may vote, either in person or by proxy, in respect of such Share as if he/she/it was solely entitled thereto; but if more than one of such joint holders are present at the above meeting, the vote of the person, whether attending in person or by proxy, whose name stands first on the register of members of the Company in respect of such Share shall be accepted to the exclusion of the vote(s) of the other joint holder(s).

3. To be valid, 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 such power or authority must be deposited at the Company’s principal place of business in Hong Kong at Unit 2908, 29th Floor, 248 Queen’s Road East, Wanchai, Hong Kong by 10:00 a.m., on Tuesday, 6 June 2017 or not less than 48 hours before the time appointed for holding of any adjourned meeting. Completion and return of the form of proxy will not preclude any member from attending and voting at the above meeting (or any adjournment thereof) in person.

4. To ascertain the right to attend the above meeting, register of members of the Company will be closed from Monday, 5 June 2017 to Thursday, 8 June 2017 (both days inclusive) during which period no transfer of Shares will be registered. In order to qualify for the attendance at the above meeting, all properly completed transfer forms accompanied by the relevant share certificates must be lodged with the Company’s branch registrar and transfer office 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 not later than 4:00 p.m. on Friday, 2 June 2017.

5. In relation to the proposed resolution numbered 5B above, the Directors wish to state that they will exercise the powers conferred thereby to repurchase the securities of the Company in circumstances which they deem appropriate for the benefit of the shareholders of the Company. An explanatory statement containing the information necessary to enable the shareholders of the Company to make an informed decision to vote on the proposed resolution as required by the Listing Rules is set out in Appendix I to the circular despatched to the shareholders of the Company on the date hereof.

– AGM-5 –