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SIM Technology Group Limited Board/Management Information 2015

May 29, 2015

50331_rns_2015-05-29_12654228-2e5b-4633-8afe-37084c42d5f7.pdf

Board/Management Information

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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

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SIM TECHNOLOGY GROUP LIMITED 晨訊科技集團有限公司 *

(Incorporated in Bermuda with limited liability)

(Stock code: 2000)

CHANGE OF EXECUTIVE DIRECTORS

The Board announces that:

  • (i) Mr Zhang Jianping will resign as an executive Director with effect from 30 May 2015; and

  • (ii) Mr Liu Jun will be appointed as an executive Director with effect from 4 June 2015.

RESIGNATION OF EXECUTIVE DIRECTOR

The board (“ Board ”) of directors (each, a “ Director ”) of SIM Technology Group Limited (“ Company ”, together with its subsidiaries, the “ Group ”) announces that with effect from 30 May 2015, Mr Zhang Jianping (“ Mr Zhang ”) will resign as an executive Director due to his other commitments which require more of his time.

Mr Zhang has confirmed that he has no disagreement with the Board and there are no other matters relating to his resignation that need to be brought to the attention of The Stock Exchange of Hong Kong Limited (“ Stock Exchange ”) or the shareholders of the Company (“ Shareholders ”).

APPOINTMENT OF EXECUTIVE DIRECTOR

The Board wishes to announce that with effect from 4 June 2015, Mr Liu Jun (“ Mr Liu ”) will be appointed as an executive Director.

The biographical details of Mr Liu are set out below:

Mr Liu, aged 42, has been the chief executive officer of the Company (“ Chief Executive Officer ”) since 11 September 2014, and is responsible for the overall management of the Group. He joined the Group in 2009 after the acquisition by the Company of 北京華創智豐科技有限公司 (Smartwireless Technology Limited*), a company founded by Mr Liu in 2007, as a non wholly-owned subsidiary of the Company. Mr Liu has

previously served as the chief technical officer of the Group and was responsible for the management of the product and technology platform of the Group. Mr Liu holds a bachelor’s degree in electronic engineering from 天津大學 (Tianjin University) in 1994 and was awarded a master’s degree in information technology from 南 京郵電學院 (Nanjing Institute of Post and Telecommunications*) (currently known as 南京郵電大學 (Nanjing University of Post and Telecommunications)) in 1997. Mr Liu has extensive experience in the field of telecommunication technology and software programmes development. Prior to joining the Group, Mr Liu has worked for the mobile research and development centre of Motorola in Beijing and was responsible for the development of telecommunication software programmes. Mr Liu has also worked for China Techfaith Wireless Communication Technology Limited, a company listed on the NASDAQ, from August 2002 to March 2007, in various positions including as a director, chief operating officer and executive senior vice president.

Mr Liu will enter into a service contract (“ Service Contract ”) with the Company in relation to his appointment as an executive Director for a term of one year from 4 June 2015 to 3 June 2016 (both days inclusive) and is subject to retirement by rotation and re-election at general meeting of the Company in accordance with the bye-laws of the Company.

As the Chief Executive Officer, Mr Liu is entitled to (i) a fixed salary of RMB60,000 per month, which is subject to review by the remuneration committee of the Board (“ Remuneration Committee ”); (ii) a discretionary bonus as determined by the Remuneration Committee by reference to the performance of the Group and Mr Liu as the Chief Executive Officer; and (iii) subject to the decision of the Remuneration Committee, the Company may also grant to Mr Liu options to subscribe for shares of the Company in accordance with the share option scheme adopted or to be adopted by the Company. Under the Service Contract, Mr Liu will not receive any fixed salary for his acting as an executive Director but will be entitled to a discretionary bonus as determined by the Remuneration Committee by reference to the performance of the Group and Mr Liu in acting as an executive Director, which will be determined with reference to the prevailing market conditions, his roles and responsibilities and taking into account the emolument of Mr Liu as the Chief Executive Officer. The emolument of Mr Liu was determined by reference to the level of remuneration package normally granted to senior executives in the industry of comparable calibre and job responsibilities.

As at the date of this announcement, Mr Liu is beneficially interested in (i) 1,000,000 ordinary shares of the Company; and (ii) share options to subscribe for 936,000 ordinary shares of the Company. Save as disclosed herein, Mr Liu does not have any other interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Mr Liu does not have any relationship with any other Directors, senior management, substantial or controlling shareholders (having the meaning ascribed to it in the Rules Governing the Listing of Securities on the Stock Exchange (“ Listing Rules ”)) of the Company.

Save as the positions held in the Group as disclosed above, Mr Liu has not held any other positions with the Group, and he did not hold any directorships in any public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years. Save as disclosed above, Mr Liu has not held any other major appointments and professional qualification.

Mr Liu has confirmed to the Board 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 him in relation to those paragraphs. Mr Liu has further confirmed to the Board that save as disclosed above, there is no other matter that needs to be brought to the Shareholders’ attention in relation to his appointment as an executive Director 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.

The Board would like to take this opportunity to express its sincere gratitude to Mr Zhang for his contribution to the Company during his tenure of office and is looking forward to Mr Liu’s continuous contribution to the Company in the future.

By order of the Board SIM Technology Group Limited Wong Cho Tung Executive Director

Hong Kong, 29 May 2015

As at the date of this announcement, the executive Directors are Ms Yeung Man Ying, Mr Wong Cho Tung, Mr Zhang Jianping, Ms Tang Rongrong, Mr Chan Tat Wing, Richard and Mr Liu Hong and the independent non-executive Directors are Mr Liu Hing Hung, Mr Xie Linzhen and Mr Dong Yunting.

  • for identification purpose only