SIM Technology Group Limited — Declaration of Voting Results & Voting Rights Announcements 2012

Nov 19, 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 SPECIAL GENERAL MEETING

AND

DESPATCH OF RIGHTS ISSUE DOCUMENTS

RESULTS OF THE SGM

The Board is pleased to announce that at the SGM held on 19 November 2012 the ordinary resolution approving the Whitewash Waiver was duly passed by the Independent Shareholders by way of poll.

DESPATCH OF RIGHTS ISSUE DOCUMENTS

Subject to the registration of the Rights Issue Documents with the Registrars of Companies in Bermuda and Hong Kong, (i) the Rights Issue Documents are expected to be despatched to the Qualifying Shareholders on 7 December 2012, and (ii) the Prospectus is also expected to be despatched to the Non-Qualifying Shareholders, for their information only, on the same day.

Reference is made to the circular of SIM Technology Group Limited (the “ Company ”) dated 26 October 2012 (the “ Circular ”) in relation to, among other things, the proposed Rights Issue and the application for the Whitewash Waiver. Unless otherwise stated, capitalised terms used in this announcement shall have the same meanings as those defined in the Circular.

RESULTS OF THE SGM

The Board is pleased to announce that at the SGM held on 19 November 2012 the ordinary resolution approving the Whitewash Waiver (the “ Resolution ”) was duly passed by the Independent Shareholders by way of poll. As at the date of the SGM, there were 1,704,999,000 Shares in issue.

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Pursuant to the Takeovers Code, Shareholders who are involved in, or interested in, the Whitewash Waiver (including the Underwriter and persons acting in concert with it) were required to abstain from voting on the Resolution and they have been so abstained. As at the date of the SGM, the Underwriter and persons acting in concert with it were beneficially interested in 775,918,000 Shares, representing approximately 45.51% of the existing issued share capital of the Company. Save for the Underwriter and persons acting in concert with it, there were no other Shareholders who are involved in or interested in the Whitewash Waiver who were required to abstain from voting in respect of the Resolution under the Takeovers Code.

The total number of Shares entitling the Independent Shareholders to attend the SGM and vote for or against the Resolution was 929,081,000 Shares. There was no Share entitling the holder to attend and vote only against the Resolution. The Share Registrar, Computershare Hong Kong Investor Services Limited, was appointed as the scrutineer at the SGM for the purposes of vote taking.

The poll results for the Resolution was as follows:

	Number of votes (%)	Number of votes (%)
Ordinary Resolution
	For	Against
To approve the Whitewash Waiver.	51,771,000	522,000
	(99.00%)	(1.00%)

Note: Please refer to the notice of the SGM in the Circular for the full text of the Resolution.

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CHANGES IN SHAREHOLDING STRUCTURE

The table below shows the changes in shareholding structure of the Company arising from the Rights Issue:

ShareholderThe Underwriter and persons actingin concert with it_(Notes 1 to 8)Director(Note 9)_PublicTotal	As at the dateof this announcementNo. of Shares%775,918,00045.514,864,0000.29924,217,00054.201,704,999,000100.00	Immediately aftercompletion of the RightsIssue assuming fullacceptance bythe QualifyingShareholders under theRights Issue and noexercise of the VestedOptions onor before theRecord DateNo. of Shares%1,163,877,00045.517,296,0000.291,386,325,50054.202,557,498,500100.00	Immediately aftercompletion of the RightsIssue assuming noacceptance bythe QualifyingShareholders under theRights Issue and noexercise of the VestedOptions onor before theRecord DateNo. of Shares%1,628,417,50063.674,864,0000.19924,217,00036.142,557,498,500100.00	Immediately aftercompletion of the RightsIssue assuming fullacceptance bythe QualifyingShareholders under theRights Issue and fullexercise ofthe Vested Options(other than those VestedOptions ofthe Directors) onor before theRecord DateNo. of Shares%1,163,877,00044.227,296,0000.281,460,973,00055.502,632,146,000100.00	Immediately aftercompletion of the RightsIssue assuming noacceptance bythe QualifyingShareholders under theRights Issue and fullexercise ofthe Vested Options(other than those VestedOptions ofthe Directors) onor before theRecord DateNo. of Shares%1,653,300,00062.814,864,0000.18973,982,00037.012,632,146,000100.00	Immediately aftercompletion of the RightsIssue assuming noacceptance bythe QualifyingShareholders under theRights Issue and fullexercise ofthe Vested Options(other than those VestedOptions ofthe Directors) onor before theRecord DateNo. of Shares%1,653,300,00062.814,864,0000.18973,982,00037.012,632,146,000100.00
						100.00

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 the date of this announcement, 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 the date of this announcement, 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 the date of this announcement, 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.

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1. As at the date of this announcement, 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).

2. As at the date of this announcement, 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.

3. As at the date of this announcement, 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.

4. As at the date of this announcement, Ms Yeung Man Ying owned 320,000 Shares via CCASS, representing approximately 0.02% of the issued share capital of the Company.

5. As at the date of this announcement, 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.

Shareholders and public investors should note that the above shareholding changes are for illustration purposes only and the actual changes in the shareholding structure of the Company upon completion of the Rights Issue are subject to various factors, including the results of acceptance of the Rights Issue. Further announcement(s) will be made by the Company in accordance with the Listing Rules following the completion of the Rights Issue.

DESPATCH OF RIGHTS ISSUE DOCUMENTS

Subject to the registration of the Rights Issue Documents with the Registrars of Companies in Bermuda and Hong Kong, (i) the Rights Issue Documents are expected to be despatched to the Qualifying Shareholders on 7 December 2012, and (ii) the Prospectus is also expected to be despatched to the NonQualifying Shareholders, for their information only, on the same day.

WARNING OF THE RISKS OF DEALING IN THE SHARES AND NIL-PAID RIGHTS SHARES

The Shares will be dealt in on an ex-rights basis from Tuesday, 27 November 2012. Dealings in the Rights Shares in the nil-paid form will take place from Tuesday, 11 December 2012 to Tuesday, 18 December 2012 (both days inclusive). If any of the conditions of the Rights Issue is not fulfilled and/or waived 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 on or before the Latest Time for Termination or does not become unconditional, the Rights Issue will not proceed and will lapse.

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Any person contemplating buying or selling Shares from the date of this announcement up to the date on which all the conditions of the Rights Issue are fulfilled, and any dealings in the Rights Shares in their nil-paid form between Tuesday, 11 December 2012 to Tuesday, 18 December 2012 (both days inclusive), bear the risk that the Rights Issue may not become unconditional or may not proceed.

Shareholders and potential investors of the Company are advised to exercise extreme caution when dealing in the Shares and the nil-paid Rights Shares, and if they are in any doubt about their position, they should consult their professional advisers.

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

Hong Kong, 19 November 2012

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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