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SIM Technology Group Limited AGM Information 2012

Oct 25, 2012

50331_rns_2012-10-25_4a6a2f6f-29bd-4d0b-916b-f63a1be22d69.pdf

AGM Information

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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.

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

(Incorporated in Bermuda with limited liability)

(Stock code: 2000)

NOTICE OF THE SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting (“ Meeting ”) of SIM Technology Group Limited (“ Company ”) will be held on Monday, 19 November 2012 at 9:30 am at 29A, Admiralty Centre I, 18 Harcourt Road, Hong Kong, for the purposes of considering and, if thought fit, passing the following resolution which will be proposed as an ordinary resolution of the Company:

THAT subject to the Executive (as defined in the circular dated 26 October 2012 (the “ Circular ”)) granting to the Underwriter (as defined in the Circular) the Whitewash Waiver (as defined in the Circular) and the satisfaction of any condition attached to the Whitewash Waiver imposed by the Executive, the whitewash waiver pursuant to Note 1 on dispensations from Rule 26 of the Hong Kong Code on Takeovers and Mergers and Share Repurchases (“ Takeovers Code ”) waiving any obligation on the part of the Underwriter to make a mandatory general offer to the shareholders of the Company to acquire shares in the Company other than those already owned by the Underwriter and parties acting in concert with it which would otherwise arise under Rule 26.1 of the Takeovers Code as a result of any allotment and issue pursuant to application(s) made by parties acting in concert with the Underwriter and/or fulfillment of the Underwriter’s underwriting obligations under the Underwriting Agreement (as defined in the Circular), the terms of which are set out in a circular dated 26 October 2012 (“ Circular ”), a copy of which has been produced to the Meeting marked “A” and signed by the chairman of the Meeting for the purposes of identification, be and is hereby approved.”

By order of the board of directors of SIM Technology Group Limited Yeung Man Ying Chairman

Hong Kong, 26 October 2012

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Notes:

  1. A member entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or if he is the holder of two or more shares more than one proxy to attend and vote in his/her stead. A proxy need not be a member of the Company. Completion and return of the form of proxy will not preclude a member from attending and voting in person at the meeting or any adjourned meeting should he so wish.

  2. In order to be valid, the form of proxy, together with any power of attorney or other authority, if any, under which it is signed or a certified copy of that authority must be lodged with the principal place of business of the Company in Hong Kong at Unit 2908, 29th Floor, 248 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time for holding the meeting or adjourned meeting.

  3. The register of members of the Company will be closed from Wednesday, 14 November 2012 to Monday, 19 November 2012 , both days inclusive, during which period no transfer of shares will be effected. In order to determine entitlement to attend and vote at the meeting, all transfers of shares, accompanied by the relevant share certificates, must be lodged with the Share Registrar, Computershare Hong Kong Investor Services Limited of Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration by not later than 4:30 p.m. on Tuesday, 13 November 2012 .

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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