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SIM Technology Group Limited — Capital/Financing Update 2011
Jul 13, 2011
50331_rns_2011-07-13_f4c91be7-9408-4644-af84-30875f3ed1e2.pdf
Capital/Financing Update
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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.
SIM TECHNOLOGY GROUP LIMITED 晨訊科技集團有限公司[*] (Incorporated in Bermuda with limited liability) (Stock Code: 2000)
CONNECTED TRANSACTION: DISPOSAL OF 40% OF SIM REAL ESTATE SUPPLEMENTAL AGREEMENT
Reference is made to the Announcement of the Company dated 4 November 2010 regarding the entering into the Agreement between the Vendor and the Purchaser in respect of the Disposal of the Sale Interest, representing 40% equity interest in SIM Real Estate.
On 13 July 2011, the Vendor and the Purchaser entered into the Supplemental Agreement, pursuant to which the Vendor shall, among others, procure the completion of the registration of the transfer of the Sale Interest in accordance with the relevant laws and regulations and the obtaining of the new business licence of SIM Real Estate after the change of shareholders and assist SIM Real Estate in the completion of land use rights registration procedures in respect of the Land. It was further agreed in the Supplemental Agreement that within two months upon completion of the land use rights registration procedures, the Purchaser shall pay the Consideration to the Vendor and upon the Consideration being paid in full to the Vendor, the transfer of the Sale Interest shall be deemed as completed.
Reference is made to the announcement of the Company dated 4 November 2010 (“ Announcement ”) regarding the entering into the Agreement between the Vendor and the Purchaser in respect of the Disposal of the Sale Interest, representing 40% equity interest in SIM Real Estate. Unless the context otherwise requires, terms used in this announcement shall have the same meaning as defined in the Announcement.
Pursuant to the Agreement, the Consideration shall be payable by the Purchaser in cash within three months after the obtaining of the new business licence of SIM Real Estate after the change of shareholders and the Vendor shall commence the approval and registration procedures with the relevant PRC governmental authorities for the transfer of the Sale Interest after the signing of the Agreement. Since the land use rights registration procedures for the Land are in progress, the new business licence of SIM Real Estate obtained was only a temporary one.
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In order to clarify the obligations of the Vendor on the obtaining of the new business licence of SIM Real Estate and the obligations of the Purchaser on the payment of the Consideration, on 13 July 2011, the Vendor and the Purchaser entered into a supplemental agreement to the Agreement (“ Supplemental Agreement ”), pursuant to which the Vendor shall, among others, procure the completion of the registration of the transfer of the Sale Interest in accordance with the relevant laws and regulations and the obtaining of the new business licence of SIM Real Estate after the change of shareholders and assist SIM Real Estate in the completion of land use rights registration procedures in respect of the Land. It was further agreed in the Supplemental Agreement that within two months upon completion of the land use rights registration procedures, the Purchaser shall pay the Consideration to the Vendor and upon the Consideration being paid in full to the Vendor, the transfer of the Sale Interest shall be deemed as completed.
Save for the above, all other terms and conditions in the Agreement shall remain unchanged.
The Board (including the independent non-executive Directors) is of the view that the entering into the Supplemental Agreement is in the interests of the Company and the terms of the Supplemental Agreement are on normal commercial terms and are fair and reasonable and in the interests of the shareholders of the Company as a whole.
By order of the Board SIM Technology Group Limited Wong Cho Tung Director
Hong Kong, 13 July 2011
As at the date of this announcement, the executive Directors are Ms Yeung Man Ying, Mr Wong Cho Tung, Mr Wong Hei, Simon, Mr Zhang Jianping, Ms Tang Rongrong and Mr Chan Tat Wing, Richard, and the independent non-executive Directors are Mr Liu Hing Hung, Mr Dong Yunting and Mr Xie Linzhen.
- For identification purposes only
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