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SIM Technology Group Limited Capital/Financing Update 2011

Jan 5, 2011

50331_rns_2011-01-05_fa38b64f-b5e2-4cf7-a4d8-e7e36667c443.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.

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

SIM TECHNOLOGY GROUP LIMITED 晨訊科技集團有限公司[*] (Incorporated in Bermuda with limited liability) (Stock Code: 2000)

PROPOSED OFFERING AND LISTING OF TAIWAN DEPOSITARY RECEIPTS ON THE TAIWAN STOCK EXCHANGE

This announcement is made by the Company pursuant to Rule 13.09(1) of the Listing Rules.

The Board is pleased to announce that the Company has obtained the required approvals from the Taiwan Central Bank, the Taiwan Stock Exchange and Taiwan Financial Supervisory Committee on 8 December 2010, 22 December 2010 and 5 January 2011, respectively in relation to the offering and listing of not more than 165,000,000 and not less than 137,500,000 units of TDR, representing (i) not more than 165,000,000 and not less than 137,500,000 New Shares to be issued by the Company; and (ii) not more than 165,000,000 and not less than 137,500,000 existing Shares to be offered by Info Dynasty. The tentative offer price for each TDR (each unit of TDR representing two Shares) is NT$11.2 (equivalent to approximately HK$2.95 per TDR or approximately HK$1.48 per Share). There is no assurance that the actual offer price in relation to the proposed TDR Issue will not vary from the same.

As the proposed TDR Issue is subject to, among others, the then prevailing market and economic conditions, the proposed TDR Issue may or may not proceed. As such, shareholders and potential investors of the Company are advised to exercise caution when dealing in the Shares.

Reference is made to the announcement of the Company dated 26 November 2010 and 6 December 2010 (“ Announcements ”) regarding the proposed TDR Issue. Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings as those defined in the Announcements.

This announcement is made by the Company pursuant to Rule 13.09(1) of the Listing Rules.

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The Board is pleased to announce that the Company has obtained the required approvals from the Taiwan Central Bank, the Taiwan Stock Exchange and Taiwan Financial Supervisory Committee on 8 December 2010, 22 December 2010 and 5 January 2011, respectively in relation to the offering and listing of not more than 165,000,000 and not less than 137,500,000 units of TDR, representing (i) not more than 165,000,000 and not less than 137,500,000 New Shares to be issued by the Company; and (ii) not more than 165,000,000 and not less than 137,500,000 existing Shares to be offered by Info Dynasty. The tentative offer price for each TDR (each unit of TDR representing two Shares) is NT$11.2 (equivalent to approximately HK$2.95 per TDR or approximately HK$1.48 per Share). Shareholders and potential investors should note that any tentative offer price referred to in this announcement or elsewhere in relation to the proposed TDR Issue is strictly subject to final agreement to be made between the Company, Info Dynasty and underwriter of the proposed TDR Issue and should not be taken to be in any way a statement or indication of the expected, forecast or actual offer price in relation to the proposed TDR Issue. Accordingly, there is no assurance that the actual offer price in relation to the proposed TDR Issue will not vary from the same. The Company will, upon conclusion of the book-building exercise, in consultation with the underwriter, fix the actual offer price, taking into consideration, inter alia, the prevailing market conditions, the closing price of the Shares on the Hong Kong Stock Exchange, the industry conditions at the time of the TDR Issue, the performance of the Company as well as conditions for future development of the Group’s business and the market response to the proposed TDR Issue.

The approval from the Taiwan Stock Exchange is subject to compliance of the applicable shareholding spread requirement of the Taiwan Stock Exchange after completion of the underwriting exercise.

Further announcement(s) will be made by the Company in relation to the proposed TDR Issue in accordance with the requirements of the Listing Rules as and when appropriate.

It is currently proposed that the TDR will be offered in Taiwan by way of offer for subscription by the general public in Taiwan and book building for selected institutional and individual investors in Taiwan. None of the TDR will be offered to the general public in Hong Kong nor will they be placed to any connected persons of the Group.

As the proposed TDR Issue is subject to, among others, the then prevailing market and economic conditions, the proposed TDR Issue may or may not proceed. As such, shareholders and potential investors of the Company are advised to exercise caution when dealing in the Shares. When in doubt, shareholders and potential investors of the Company are strongly advised to seek independent advice from their bankers, stockbrokers, solicitors or other professional advisers.

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Shareholders and potential investors of the Company should further note that this announcement does not constitute, and is not intended to be, an offer or a notice, advertisement calling or drawing attention to an offer to any persons to subscribe for any TDRs or Shares or a statement intended to induce any person to apply for any TDRs in the proposed TDR Issue.

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

Hong Kong, 5 January 2011

In this announcement, for the purpose of illustration only, amounts quoted in NT$ have been converted into HK$ at the rate of NT$3.792 to HK$1 (based on the closing bank sell rate as quoted by Bank of Taiwan on 4 January 2011). Such exchange rate has been used, where applicable, for the purpose of illustration only and does not constitute a representation that any amounts were or may have been exchanged at this or any other rates or at all.

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 Zhuang Xingfang and Mr Xie Linzhen.

  • for identification purpose only

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