SIM Technology Group Limited — Proxy Solicitation & Information Statement 2017

Apr 27, 2017

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

(Incorporated in Bermuda with limited liability)

(Stock Code: 2000)

PROXY FORM

Form of proxy for 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. (“Meeting”)

I/We[(Note][1)]

of

being the registered holder(s) of[(Note][2)] shares of HK$0.10 each (“ Shares ”) in the issued share capital of SIM Technology Group Limited (“ Company ”), hereby appoint[(Note][3)]

of or failing him/her, the Chairman of the Meeting, as my/our proxy to attend on my/our behalf at the Meeting (and at any adjournment thereof) to consider and, if thought fit, vote for me/us in my/our name(s) in respect of the resolutions set out in the notice of the Meeting (with or without amendments) as hereunder indicated.

				Ordinary Resolutions			For (Note 4)	For (Note 4)	Against (Note 4)	Against (Note 4)
	1.	To receive and adopt	the audited consolidated financial statements of the Company
		and the reports of the directors and of 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”).
		(b) To re-elect Mr Chan		Tat Wing, Richard as a Director.
		(c) To re-elect Mr Liu Hing Hung as a Director.
		(d) To re-elect Mr Wang Tianmiao as a Director.
		(e) To re-elect Mr Wu Zhe as a Director.
		(f) To authorise the board of Directors to fix the Directors’ remuneration.
	4.	To re-appoint Messrs.	Deloitte Touche Tohmatsu as the auditors of the Company and
		to authorise the board	of	Directors to fix their remuneration.
	5A.	To grant a general mandate to the Directors to allot, issue and deal with Shares not
		exceeding 20 per cent. of		the number of issued shares of the Company.
	5B.	To grant a general mandate to the Directors to repurchase Shares not exceeding 10 per
		cent. of the number of issued shares of the Company.
	5C.	To extend the general mandate granted to the Directors to			allot, issue and deal with
		Shares in resolution 5A by a number not exceeding the aggregate number of Shares
		repurchased by the Company.
	Dated	this		day of , 2017 Signature(s) (Note			7):

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS . The names of all joint holders should be stated.

2. Please insert the number of Shares registered in your name(s); if no number is inserted, this form of proxy will be deemed to relate to all the Shares registered in your name(s).

3. Full name and address of proxy to be inserted in BLOCK CAPITALS. IF NOT COMPLETED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY. A holder of two or more Shares may appoint one or more proxies to attend and vote in his/her/its stead and if more than one proxy is appointed, the appointment shall specify the number of Shares in respect of which such proxy is appointed.

4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION(S), TICK IN THE BOX(ES) MARKED “FOR” BESIDE THE APPROPRIATE RESOLUTION(S). IF YOU WISH TO VOTE AGAINST ANY RESOLUTION(S), TICK IN THE BOX(ES) MARKED “AGAINST” BESIDE THE APPROPRIATE RESOLUTION(S). If no direction is given, the proxy will be entitled to vote or abstain as he thinks fit. Your proxy will also be entitled to vote or abstain at his discretion on any resolution(s) properly put to the Meeting other than those referred to in the notice convening the Meeting.

5. To be valid, this form of proxy, together with the power of attorney or other authority, if any, under which it is signed, or a certified copy of that power or authority must be deposited at 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 the holding of any adjourned Meeting.

6. In the case of joint holders of any Share, any one of such persons may vote at the Meeting, either personally or by proxy, in respect of such Share as if he/she/it were solely entitled thereto; but if more than one of such joint holders are present at the 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).

7. This form of proxy must be signed by you or your attorney duly authorised in writing or, if you are a corporation, must either be executed under seal or under the hand of an officer or attorney duly authorised.

8. The proxy needs not be a member of the Company but must attend the Meeting in person to represent you.

9. Completion and delivery of this form of proxy shall not preclude you from attending and voting in person if you so wish.

10. Any alteration to this form of proxy must be initialed by the person who signs it.

11. For identification purposes only