SIM Technology Group Limited — Capital/Financing Update 2012

Dec 7, 2012

IMPORTANT

Excess Application Form No.

Reference is made to the prospectus (the “ Prospectus ”) issued by SIM Technology Group Limited dated 7 December 2012 in relation to the Rights Issue. Terms defi ned in the Prospectus shall bear the same meanings when used herein unless the context otherwise requires.

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

THIS DOCUMENT IS VALUABLE BUT IS NOT TRANSFERABLE AND IS FOR THE USE ONLY OF THE QUALIFYING SHAREHOLDER(S) NAMED BELOW WHO WISH(ES) TO APPLY FOR THE RIGHTS SHARES IN ADDITION TO THOSE ALLOTTED PROVISIONALLY TO HIM/HER/THEM/IT. APPLICATIONS MUST BE RECEIVED BY THE SHARE REGISTRAR BY NO LATER THAN 4:00 P.M. ON FRIDAY, 21 DECEMBER 2012.

IF YOU ARE IN ANY DOUBT AS TO ANY ASPECT OF THIS DOCUMENT OR AS TO THE ACTION TO BE TAKEN, YOU SHOULD CONSULT YOUR LICENSED SECURITIES DEALER, REGISTERED INSTITUTION IN SECURITIES, BANK MANAGER, SOLICITOR, PROFESSIONAL ACCOUNTANT OR OTHER PROFESSIONAL ADVISERS.

This form of application for excess Rights Shares (“ Excess Application Form ”) and any acceptance of and application made under it are governed by and shall be construed in accordance with the laws of Hong Kong.

A copy of this Excess Application Form, together with a copy of each of the Prospectus and the Provisional Allotment Letter and the written consent referred to in the paragraph headed “Expert” in Appendix III to the Prospectus, has been registered with the Registrar of Companies in Hong Kong as required by Section 342C of the Companies Ordinance. A copy of this Excess Application Form, together with a copy of each of the Prospectus and the Provisional Allotment Letter, has been fi led with the Registrar of Companies in Bermuda as required by the Companies Act. The Registrar of Companies in Hong Kong, the Registrar of Companies in Bermuda and the SFC take no responsibility as to the contents of any of these documents.

Dealings in the Shares and the Rights Shares in both nil-paid and fully-paid forms may be settled through CCASS and you should consult your licensed securities dealer, registered institution in securities, bank manager, solicitor, professional accountant or other professional advisers for details of those settlement arrangements and how such arrangements may affect your rights and interests.

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

(Incorporated in Bermuda with limited liability)

Stock Code: 02000

Share Registrar: Stock Code: 02000 Computershare Hong Kong Investor Services Limited

Shops 1712-1716, 17th FloorHopewell Centre183 Queen’s Road East, Wanchai ONE RIGHTS SHARE FOR EVERY TWO EXISTING SHARES RIGHTS ISSUE ON THE BASIS OF

Hong Kong HELD ON THE RECORD DATE FORM OF APPLICATION FOR EXCESS RIGHTS SHARES

Name(s) and address of Qualifying Shareholder(s)

Registered office of the Company: 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 7 December 2012

Application can be made only by the Qualifying Shareholder(s) named here.

To The Directors

SIM Technology Group Limited (the “ Company ”)

Dear Sirs,

excess Rights Shares at the subscription price of HK$0.20 per Rights Share under the Rights Issue. I/We enclose a separate Account Payee Only ” for HK$$ , being payment in full on application for the abovementioned

I/We, being the Qualifying Shareholder(s) named above, hereby irrevocably apply for

remittance by cheque or cashier’s order drawn in favour of “ SIM TECHNOLOGY GROUP LTD–EAF Account ” and crossed “ Account Payee Only ” for HK$$ , being payment in full on application for the abovementioned number of excess Rights Shares. I/We hereby request you to allot such excess Rights Shares applied for, or any smaller number, to me/us and to send by ordinary mail at my/our risk to the address shown above my/our certifi cate(s) for the number of excess Rights Shares allotted to me/us in respect of this application and/or a cheque for any application monies returnable to me/us. I/We understand that allotments in respect of this application shall be at the discretion of the Directors on a fair and equitable basis as set out in the section headed “Application for excess Rights Shares” of the “Letter from the Board” in the Prospectus. I/We acknowledge that I am/we are not guaranteed to be allotted any of the excess Rights Shares applied for. I/We hereby undertake to accept such number of excess Rights Shares as may be allotted to me/us as aforesaid upon the terms set out in the Prospectus and the Provisional Allotment Letter and subject to the memorandum of association and bye-laws of the Company. In respect of any excess Rights Shares allotted to me/us, I/we authorise you to place my/our name(s) on the register of members of the Company as the holder(s) of such Rights Shares.

1. 1. 1. Signature(s) of Shareholder(s) (all joint Shareholders must sign)

Date: 2012

This Excess Application Form should be completed in full and lodged, together with payment of HK$0.20 per Rights Share for the number of excess Rights Shares applied for, with the Share Registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, so as to be received by the Share Registrar by no later than 4:00 p.m. on Friday, 21 December 2012. All remittances must be made in Hong Kong dollars and must be forwarded either by cheque drawn on an account with, or cashier’s order issued by, a licensed bank in Hong Kong. All such cheques or cashier’s orders must be made payable to “ SIM TECHNOLOGY GROUP LTD–EAF Account ” and crossed “ Account Payee Only ”. All enquiries in connection with this Excess Application Form for excess Rights Shares should be directed to the Share Registrar, Computershare Hong Kong Investor Services Limited at the above address.

Completion and return of this Excess Application Form for excess Rights Shares together with a cheque or a cashier’s order in payment for the additional Rights Shares applied for which are the subject of this form will constitute a warranty by the applicant that the cheque or the cashier’s order will be honoured on fi rst presentation. All cheques and cashier’s orders will be presented for payment immediately following receipt and all interest earned on such monies will be retained for the benefi t of the Company. If any cheque or cashier’s order accompanying this application is dishonoured on fi rst presentation, without prejudice to the other rights of the Company, this Excess Application Form is liable to be rejected. The Rights Issue Documents have not been registered or fi led under the applicable securities laws or equivalent legislation of any jurisdiction other than Hong Kong, Bermuda and Taiwan. The Rights Issue Documents have been fi led with the Registrar of Companies in Bermuda in accordance with the Companies Act. It is the responsibility of anyone outside Hong Kong wishing to make an application for the Rights Shares to satisfy himself/herself/itself as to the observance of the laws and regulations of the relevant jurisdictions, including the obtaining of any government or other consents and to pay any taxes and duties required to be paid in such jurisdictions, in connection therewith. Any acceptance of the offer of the Rights Shares by any person will be deemed to constitute a representation and warranty from such person to the Company that these local laws and requirements have been fully complied with. If you are in doubt as to your position, you should consult your own professional advisers. The Company reserves the right to refuse to accept any acceptances of or applications for the Rights Shares where it believes that doing so would violate applicable securities or other laws or regulations of any territory or jurisdiction.

If you have your Shares held by a nominee company (or which are held with CCASS), you should note that the Board will regard the nominee company as a single Shareholder according to the register of members of the Company. Accordingly, you should note that the above arrangement in relation to the allocation of the excess Rights Shares will not be extended to benefi cial owners individually. You will be notifi ed by the Share Registrar of any allotment of the excess Rights Shares made to you. If no excess Rights Share are allotted to you, it is expected that the amount tendered on application will be refunded in full without interest to you by means of a cheque despatched by ordinary mail to your registered address at your risk on or before Friday, 4 January 2013. If the number of the excess Rights Shares allotted to you is less than that applied for, it is expected that the surplus application monies will be refunded in full without interest to you by means of a cheque despatched by ordinary mail to your registered address at your risk on or before Friday, 4 January 2013. Any such cheque will be drawn in favour of the person(s) named on this form. It is expected that certifi cates in respect of the Rights Shares will be despatched by ordinary mail to your registered address on or before Friday, 4 January 2013 to those entitled thereto at your own risk. Termination of the Underwriting Agreement:

The Rights Issue is conditional upon the fulfi llment and/or (in respect of concern conditions) waiver of the conditions as set out in the section headed “Conditions of the Rights Issue” of the “Letter from the Board” in the Prospectus.

The Underwriting Agreement contains provisions granting the Underwriter, by notice in writing, the ability to terminate its obligations under the Underwriting Agreement on the occurrence of certain events. The Underwriter may terminate its commitment under the Underwriting Agreement at any time prior to the Latest Time for Termination if:

• (a) there shall develop, occur, exist or come into effect:

  • (i) any new law or regulation or any change in existing laws or regulations or any change in the interpretation or application thereof by any court or other competent authority in Hong Kong or any other place in which any member of the Group conducts or carries on business; or

(ii) any local, national or international event or change of a political, military, fi nancial, economic or other nature, or in the nature of any local, national or international outbreak or escalation of hostilities or armed confl ict, or affecting local securities markets; or

• (iii) any act of God, war, riot, public disorder, civil commotion, fi re, fl ood, explosion, epidemic or threatened epidemic, terrorism, strike or lock-out; or

• (iv) the imposition of any moratorium, suspension or material restriction on trading in securities generally on the Stock Exchange occurring due to exceptional fi nancial circumstances; or

• (v) the occurrence of any event, or series of events, beyond the control of the Underwriter; which, in the reasonable opinion of the Underwriter:

• (1) is or will or is likely to have a material adverse effect on the business or fi nancial condition of the Group as a whole or the Rights Issue; or

• (2) has or will have or is likely to have a material adverse effect on the success of the Rights Issue or the level of Rights Shares taken up; or

• (3) makes it inadvisable or inexpedient for the Company to proceed with the Rights Issue; or

• (b) there comes to the notice of the Underwriter:

  • (i) any matter or event showing any of the representations, warranties and undertakings made by the Company was, when given, untrue or misleading or as having been breached in any respect; or

(ii) any breach by any of the other parties to the Underwriting Agreement of any of their respective obligations or undertakings under the Underwriting Agreement or under the Option Undertakings, then and in any such case the Underwriter may, upon giving notice to the Company terminate the Underwriting Agreement with immediate effect.

If the Underwriting Agreement is terminated by the Underwriter on or before the Latest Time for Termination or does not become unconditional, the Rights Issue will not proceed.

Shareholders and potential investors are advised to exercise caution when dealing in the Shares.

The Shares have been dealt in on an ex-rights basis from Tuesday, 27 November 2012. Dealings in the Rights Shares in nil-paid form will take place from Tuesday, 11 December 2012 to Tuesday, 18 December 2012 (both days inclusive). If the conditions of the Rights Issue are not fulfi lled and/or waived (where applicable) on or before the Latest Time for Termination (or such later time and/or date as the Company and the Underwriter may determine), or the Underwriting Agreement is terminated by the Underwriter, the Rights Issue will not proceed.

Any Shareholders or other persons contemplating dealing in the Shares or nil-paid Rights Shares will accordingly bear the risk that the Rights Issue may not become unconditional or may not proceed, and are recommended to consult their own professional advisers.

A SEPARATE CHEQUE OR CASHIER’S ORDER MUST ACCOMPANY EACH APPLICATION

NO RECEIPT WILL BE GIVEN

	A SEPARATE CHEQUE OR CASHIER’S ORDER MUST ACCOMPANY EACH APPLICATIONNO RECEIPT WILL BE GIVEN	A SEPARATE CHEQUE OR CASHIER’S ORDER MUST ACCOMPANY EACH APPLICATIONNO RECEIPT WILL BE GIVEN
	For office use only
Application no.	Number of additional Rights Sharesapplied for	Amount paid on application		Balance refunded
		HK$	HK$

* For identifi cation purposes only