SIM Technology Group Limited — Capital/Financing Update 2012

Dec 28, 2012

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. This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.

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

(Incorporated in Bermuda with limited liability) (Stock code: 02000)

RESULTS OF THE RIGHTS ISSUE ON THE BASIS OF ONE RIGHTS SHARE FOR EVERY TWO EXISTING SHARES HELD ON THE RECORD DATE

AND

ADJUSTMENTS TO EXERCISE PRICE AND NUMBER OF SHARE OPTIONS

RESULTS OF THE RIGHTS ISSUE

The Board is pleased to announce that as at 4:00 p.m. on Friday, 21 December 2012, being the latest time for acceptance of and payment for Rights Shares and application and payment for excess Rights Shares, a total of 2,380 valid acceptances and applications were received for a total of 3,254,945,280 Rights Shares, which comprise (i) 662 valid acceptances for the provisional allotment under the Provisional Allotment Letters in respect of a total of 741,583,908 Rights Shares, representing approximately 86.99% of the total number of 852,499,500 Rights Shares available under the Rights Issue; and (ii) 1,718 valid applications for excess Rights Shares under the Excess Application Forms in respect of a total of 2,513,361,372 Rights Shares, representing approximately 294.82% of the total number of 852,499,500 Rights Shares available under the Rights Issue.

The aggregate of 3,254,945,280 Rights Shares validly accepted and applied for under the Provisional Allotment Letters and Excess Application Forms represent approximately 381.81% of the total number of 852,499,500 Rights Shares available under the Rights Issue. Accordingly, the Rights Issue was oversubscribed by 2,402,445,780 Rights Shares, representing 281.81% of the total number of 852,499,500 Rights Shares available under the Rights Issue.

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Underwriting Agreement

As all the conditions set out in the Underwriting Agreement have been fulfilled and the Underwriting Agreement was not terminated by the Underwriter on or before 4:00 p.m. on Thursday, 27 December 2012, the Underwriting Agreement became unconditional after 4:00 p.m. on the same day. Given the Rights Issue was oversubscribed, the obligations of the Underwriter under the Underwriting Agreement had been fully discharged.

Excess Rights Shares

The Board has resolved to allot and issue a total of 110,915,592 Rights Shares available for excess application on a fair and equitable basis as set out in this announcement.

Despatch of share certificates for the Rights Shares

It is expected that share certificates for all fully-paid Rights Shares and the refund cheques in respect of wholly or partially unsuccessful applications for the excess Rights Shares will be despatched to the allottees of the Rights Shares, and unsuccessful applicants who have applied for, and paid for, excess Rights Shares, by ordinary post at their risks to their registered addresses on Friday, 4 January 2013.

Commencement of dealings in the fully-paid Rights Shares

Dealings in the Rights Shares, in their fully-paid form, on the Stock Exchange are expected to commence at 9:00 a.m. on Monday, 7 January 2013.

ADJUSTMENTS TO THE SHARE OPTIONS

Upon completion of the Rights Issue, adjustments were made to the exercise price and number of the Share Options to subscribe for Shares granted pursuant to the Share Option Schemes, details of which are set out in this announcement.

Reference is made to the prospectus of the Company dated 7 December 2012 (the “ Prospectus ”) in relation to the Rights Issue. Unless otherwise stated, capitalised terms used in this announcement shall have the same meanings as those defined in the Prospectus.

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RESULTS OF THE RIGHTS ISSUE

The Board is pleased to announce that as at 4:00 p.m. on Friday, 21 December 2012, being the latest time for acceptance of and payment for Rights Shares and for application and payment for excess Rights Shares, a total of 2,380 valid acceptances and applications were received for a total of 3,254,945,280 Rights Shares, which comprise (i) 662 valid acceptances of the provisional allotment under the Provisional Allotment Letters in respect of a total of 741,583,908 Rights Shares, representing approximately 86.99% of the total number of 852,499,500 Rights Shares being offered under the Rights Issue; and (ii) 1,718 valid applications for excess Rights Shares under the Excess Application Forms in respect of a total of 2,513,361,372 Rights Shares, representing approximately 294.82% of the total number of 852,499,500 Rights Shares being offered under the Rights Issue.

The aggregate of 3,254,945,280 Rights Shares validly accepted and applied for under the Provisional Allotment Letters and Excess Application Forms represent approximately 381.81% of the total number of 852,499,500 Rights Shares being offered under the Rights Issue. Accordingly, the Rights Issue was oversubscribed by 2,402,445,780 Rights Shares, representing 281.81% of the total number of 852,499,500 Rights Shares being offered under the Rights Issue.

Underwriting Agreement

As all conditions set out in the Underwriting Agreement have been fulfilled and the Underwriting Agreement was not terminated by the Underwriter on or before 4:00 p.m. on Thursday, 27 December 2012, the Underwriting Agreement became unconditional in all respects at 4:00 p.m. on the same day. Given the Rights Issue was oversubscribed, the obligations of the Underwriter under the Underwriting Agreement had been fully discharged.

Excess Rights Shares

The Board has resolved to allot and issue a total of 110,915,592 Rights Shares available for excess application.

Allotment results in respect of the excess Rights Shares are set out as follows:

Number of excess Rights Shares applied for 1000 – 2000 2,001 – 10,000 10,001 – 100,000 100,001 – 1,000,000 1,000,001 – 20,000,000 Over 20,000,000 Total	Number of valid excess applications 321 1,149 114 73 49 12 1,718	Total number of excess Rights Shares applied for Total number of excess Rights Shares allocated Approximately percentage of allocation 629,159 629,159 100.00% 10,161,990 4,561,990 44.89% 6,627,463 617,463 9.32% 31,928,893 1,518,893 4.76% 188,876,810 7,998,810 4.23% 2,275,137,057 95,589,277 4.20% 2,513,361,372 110,915,592

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The above allocation is generally based on the following principles set out in the Prospectus:

• (1) subject to the availability of excess Rights Shares, preference will be given to applications for less than a board-lot of Rights Shares where they appear to the Directors that such applications are made to top up odd-lot holdings to board-lot holdings (unless the total number of excess Rights Shares is not sufficient to top up all odd-lots into whole board-lots) and that such applications are not made with the intention to abuse such mechanism; and

• (2) subject to availability of excess Rights Shares after allocation under principle (1) above, the excess Rights Shares will be allocated to the Qualifying Shareholders who have applied for excess Rights Shares on pro-rata basis with reference to their number of excess Rights Shares applied for, and with board-lot allocations to be made on a best effort basis. No reference will be made to the Rights Shares comprised in applications by Provisional Allotment Letters or the existing number of Shares held by the Qualifying Shareholders.

The Directors consider that the allocation of the Excess Rights Shares is on a fair and equitable basis.

Despatch of the share certificates for the Rights Shares

It is expected that the share certificates for all fully-paid Rights Shares and the refund cheques in respect of wholly or partially unsuccessful applications for the excess Rights Shares will be despatched to the allottees of the Rights Shares, and unsuccessful applicants who have applied for, and paid for, excess Rights Shares, by ordinary post at their risks to their registered addresses on Friday, 4 January 2013.

Commencement of dealings in the fully-paid Rights Shares

Dealings in the Rights Shares, in their fully-paid form, on the Stock Exchange are expected to commence at 9:00 a.m. on Monday, 7 January 2013.

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SHAREHOLDING STRUCTURE OF THE COMPANY

The shareholding in the Company immediately before and immediately after the completion of the Rights Issue will be as follows:

The Underwriter and parties acting in concert with it_(Notes 1 to 8) Director(Note 9)_ Other public Shareholders Total	Immediately before completion of the Rights Issue Shares Approximate % 775,918,000 45.51% 4,864,000 0.29% 924,217,000 54.20% 1,704,999,000 100%	Immediately after completion of the Rights Issue Shares Approximate % 1,181,320,000 46.19% 7,296,000 0.29% 1,368,882,500 53.52% 2,557,498,500 100%	Immediately after completion of the Rights Issue Shares Approximate % 1,181,320,000 46.19% 7,296,000 0.29% 1,368,882,500 53.52% 2,557,498,500 100%
			100%

Notes:

1. Info Dynasty, Intellipower, Simcom (BVI), Mr Wong Cho Tung, Ms Yeung Man Ying, the spouse of Mr Wong Cho Tung, Mr Wong Sun and Mr Wong Hei, Simon (both are the sons of Mr Wong Cho Tung) are persons acting in concert with the Underwriter under the Takeovers Code.

2. As at 27 December 2012, the Underwriter and persons acting in concert with it were interested in a total of 775,918,000 Shares representing approximately 45.51% of the existing issued share capital of the Company.

3. As at 27 December 2012, Info Dynasty owned 703,675,000 Shares, representing approximately 41.27% of the issued share capital of the Company. Mr Wong Cho Tung controlled more than one-third of the voting power of Info Dynasty. Mr Wong Cho Tung was therefore deemed to be interested in all the 703,675,000 Shares held by Info Dynasty by virtue of Part XV of the SFO.

4. As at 27 December 2012, Intellipower owned 48,825,000 Shares, representing approximately 2.86% of the issued share capital of the Company. Intellipower was wholly-owned by Mr Wong Cho Tung and he was therefore deemed to be interested in all the 48,825,000 Shares held by Intellipower.

5. As at 27 December 2012, Simcom (BVI) owned 20,000,000 Shares, representing approximately 1.17% of the issued share capital of the Company. Simcom (BVI) was wholly-owned by Mr Wong Cho Tung and he was therefore deemed to be interested in all the 20,000,000 Shares held by Simcom (BVI).

6. As at 27 December 2012, Mr Wong Cho Tung and Ms Yeung Man Ying jointly owned 3,098,000 Shares via CCASS, representing approximately 0.18% of the issued share capital of the Company.

7. As at 27 December 2012, Ms Yeung Man Ying, the spouse of Mr Wong Cho Tung, controlled more than one-third of the voting power of Info Dynasty. Ms Yeung Man Ying is therefore deemed to be interested in all the 703,675,000 Shares held by Info Dynasty by virtue of Part XV of the SFO.

8. As at 27 December 2012, Ms Yeung Man Ying owned 320,000 Shares via CCASS, representing approximately 0.02% of the issued share capital of the Company.

9. As at 27 December 2012, Mr Zhang Jianping, a Director who is not a person acting in concert with the Underwriter, owned 4,864,000 Shares via CCASS, representing approximately 0.29% of the issued share capital of the Company.

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ADJUSTMENTS TO THE SHARE OPTIONS

Upon completion of the Rights Issue, adjustments were made to the exercise price and the number of the Share Options to subscribe for Shares granted pursuant to the Share Option Schemes. The Company’s auditor, Deloitte Touche Tohmatsu, has certified in writing that the adjustments made under the Share Option Schemes are in compliance with the requirements as set out in Rule 17.03(13) of the Listing rules and the supplementary guidelines regarding adjustments to share options issued by the Stock Exchange on 5 September 2005. Such adjustments will be effective from 4 January 2013 upon the Company’s allotment and issue of the Rights Shares. Separate notification regarding the adjustments will be sent to each of the holders of the Share Options.

The following table sets out the adjustments that have been made to the outstanding Share Options as at 27 December 2012:

						Adjusted
			Exercise	Adjusted	Number	number
			price per	exercise price	of Share	of Share
	Date of grant		Share before	per Share after	Options before	Options after
	of the Share	Exercise	completion of	completion of	completion of	completion of
Share Options	Options	period	the Rights Issue	the Rights Issue	the Rights Issue	the Rights Issue
			(HK$)	(HK$)
Pre-IPO Share	30 May 2005	1 April 2006 to	1.02	0.87	3,057,000	3,576,690
Options		29 May 2015
Post-IPO Share	12 May 2006	1 January 2007	3.675	3.14	3,145,000	3,679,650
Options		to 11 May 2016
	13 November	1 April 2008 to	1.64	1.40	4,309,000	5,041,530
	2007	12 November
		2017
	28 March 2008	15 April 2009 to	0.81	0.69	16,859,500	19,725,615
		27 March 2018
	3 September	15 April 2010	0.79	0.68	50,612,500	59,216,625
	2009	to 2 September
		2019

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

Hong Kong, 28 December 2012

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The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement the omission of which would make any statement in this announcement misleading.

As at the date of this announcement, the executive directors of the Company 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 of the Company are Mr Liu Hing Hung, Mr Xie Linzhen and Mr Dong Yunting.

• For identification purposes only

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