SIM Technology Group Limited ( ) * (Incorporated in Bermuda with limited liability) (Stock Code: 2000)

Transcription

1 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to any aspect of this circular or as to the action you should take, you should consult a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in SIM Technology Group Limited, you should at once hand this circular to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee. The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular. SIM Technology Group Limited ( ) * (Incorporated in Bermuda with limited liability) (Stock Code: 2000) DISCLOSEABLE TRANSACTION CONSTRUCTION PROJECT IN SHANGHAI * For identification purposes only 22 February 2008

2 CONTENTS Page Definitions... 1 Letter From The Board Introduction... 3 The Construction Project... 4 The Construction Works Contract... 4 Further Contracts... 5 Reasons for and Benefits of the Construction Project... 5 Financial Effects on the Group General... 6 Appendix General Information... 7 i

3 DEFINITIONS In this circular, the following definitions apply throughout unless otherwise stated: Company Contractor Construction Project Construction Works Contract Directors SIM Technology Group Limited, a company incorporated in Bermuda with limited liability, the shares of which are listed on the Stock Exchange; (Shanghai No. 7 Construction Co., Ltd), the main contractor for the Construction Project; the construction of two buildings to be used respectively as the office and research and development centre of the Group in Shanghai, the PRC; the agreement dated 1 February 2008 entered into between Shanghai SIM Technology and the Contractor; the directors of the Company; Existing Contracts various contracts entered into between Shanghai SIM Technology and various Independent Third Parties since 17 August 2006 for the Construction Project; Group HK$ Hong Kong Independent Third Party(ies) Latest Practicable Date Listing Rules RMB PRC the Company and its subsidiaries; Hong Kong dollars, the lawful currency of the Hong Kong; The Hong Kong Special Administrative Region of PRC; party(ies) that is/are independent of and not connected with the Company and its connected persons (as defined under the Listing Rules); 18 February 2008, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein; The Rules Governing the Listing of Securities on the Stock Exchange; Renminbi, the lawful currency of PRC; the People s Republic of China; Shanghai SIM Technology Shanghai SIM Technology Limited ( ), a wholly-owned subsidiary of the Company; 1

4 DEFINITIONS Shareholders Stock Exchange shareholders of the Company; and The Stock Exchange of Hong Kong Limited. For illustrative purpose, the exchange rate of HK$1: RMB has been used in this circular. No representation is made that any amount of HK$ or RMB could be converted at such rates or any other rates. 2

5 LETTER FROM THE BOARD SIM Technology Group Limited ( ) * (Incorporated in Bermuda with limited liability) (Stock Code: 2000) Directors: Ms Yeung Man Ying (Chairman) Mr Wong Cho Tung Mr Tsang Hen Loon, Raymond Mr Zhang Jianping Mr Wong Hei, Simon Mr Wong Sun Ms Tang Rongrong Mr Heng Kwoo Seng* Mr Wang Chengwei* Mr Zhuang Xingfang* * Independent non-executive directors Registered office: Clarendon House 2 Church Street Hamilton HK 11 Bermuda Principal place of business in Hong Kong: Suites , 50th Floor Central Plaza No. 18 Harbour Road Hong Kong 22 February 2008 To the Shareholders Dear Sir/Madam, DISCLOSEABLE TRANSACTION CONSTRUCTION PROJECT IN SHANGHAI INTRODUCTION On 1 February 2008, the Company announced that Shanghai SIM Technology has entered into the Construction Works Contract for the construction of two buildings to be used respectively as office and research and development centre of the Group. The Construction Project (including the entering into of the Construction Works Contract) constitutes a discloseable transaction for the Company under Rule of the Listing Rules. The purpose of this circular is to provide you with information relating to the Construction Project. * For identification purposes only 3

6 LETTER FROM THE BOARD THE CONSTRUCTION PROJECT Shanghai SIM Technology has entered into the Existing Contracts with various Independent Third Parties for the Construction Project. These Existing Contracts relate to, inter alia, the acquisition of the land use right over the site of the Construction Project, the surveying of the building site, the design of the buildings, purchases of construction materials and other ancillary contracts necessary for the purpose of constructing the buildings. None of the Existing Contracts constitutes a discloseable transaction under the Listing Rules by itself or when aggregated. To the best of the knowledge, information and belief of the Directors, after making all reasonable enquiries, the counterparties and (if applicable) their ultimate beneficial owners of each of the Existing Contracts are Independent Third Parties. In addition, the consideration payable under the Existing Contracts has been arrived at after negotiation conducted between the relevant parties on an arm s length basis and will be satisfied by internal resources of the Group. The Directors consider the terms of the Existing Contracts to be fair and reasonable and in the of the Shareholders as a whole. As part of the Construction Project, Shanghai SIM Technology has entered into the Construction Works Contract on 1 February The entering into the Construction Works Contract constitutes a discloseable transaction for the Company under Rule of the Listing Rules. THE CONSTRUCTION WORKS CONTRACT Date: 1 February 2008 Parties: Nature of service to be provided: Contract sum: Shanghai SIM Technology (as employer) Shanghai No.7 Construction Co., Ltd ( ) (as Contractor) The Contractor will act as the main contractor for the Construction Project Estimated to be RMB82.00 million (equivalent to approximately HK$88.96 million), the actual amount payable by Shanghai SIM Technology will be determined with reference to the values of the works done To the best of the knowledge, information and belief of the Directors, after making all reasonable enquiries, the Constructor and its ultimate beneficial owners are Independent Third Parties. In addition, the contract sum of the Contract Works Contract was determined after arm s length negotiations between Shanghai SIM Technology and the Contractor with reference to the market price of similar construction projects. The consideration will be settled by the Group s internal resources. 4

7 LETTER FROM THE BOARD The Directors are of the view that the terms of the Construction Works Contract are on normal commercial terms which are fair and reasonable and in the s of the Company and the Shareholders as a whole. FURTHER CONTRACTS Since the Construction Project is still in progress, further contracts will be entered into with Independent Third Parties, relating to, amongst others, construction services, installation of glazed curtain walls, fire detection and control systems, lifts, electricity, heating system, interior works, greenery and other ancillary contracts required for completion of the Construction Project (the Further Contracts ). Based on the capital commitments under the Existing Contracts and the Construction Works Contract (which amounted to approximately RMB million (equivalent to approximately HK$ million) and the aggregate estimated costs of the Further Contracts, it is anticipated that the total costs of the Construction Project will not exceed RMB million (equivalent to approximately HK$ million). The Construction Project will be a discloseable transaction under Rule of the Listing Rules as the applicable percentage ratios (as defined in the Listing Rules) will be more than 5% but less than 25%. The costs of the Construction Project will be funded by internal resources of the Group. A further announcement will be made after the execution of all the Further Contracts. REASONS FOR AND BENEFITS OF THE CONSTRUCTION PROJECT The Directors are of the view that the Construction Project, which will bring to the Group a new office building and a research and development centre, will be beneficial to the continuous developments of the Group and will help further enhance its research and development capability. The Directors believe that the Construction Project is in the s of the Company and the Shareholders as a whole. FINANCIAL EFFECTS ON THE GROUP Upon completion of the Construction Project, the estimated aggregate costs for the Construction Project of not exceeding RMB million (equivalent to approximately HK$ million) will be capitalised as an asset to the Group s balance sheet and therefore the transaction will not have any material effect on the Group s assets, liabilities, revenues and earnings. As the Group has enough internal resources to fund the Construction Project, the Group does not anticipate any material liability in this regard. 5

8 LETTER FROM THE BOARD GENERAL The Group is principally engaged in the development of mobile handsets and wireless communications modules and the manufacturing of LCD modules in the PRC. The primary businesses of the Contractor are supervision, quality control and progress monitor of construction projects and other construction-related businesses. Your attention is drawn to the further information contained in the appendix to this circular. By Order of the Board SIM Technology Group Limited Yeung Man Ying Chairman 6

9 APPENDIX GENERAL INFORMATION 1. RESPONSIBILITY STATEMENT This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief there are no other facts the omission of which would make any statement herein misleading. 2. DIRECTORS AND CHIEF EXECUTIVES INTERESTS AND SHORT POSITIONS IN SHARES As at the Latest Practicable Date, the s and short positions of the Directors and chief executives of the Company in the shares, underlying shares and debentures of the Company or of any associated corporation (within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong (the SFO )), which are required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO, or as recorded in the register maintained by the Company pursuant to Section 352 of the SFO, or as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Companies ( Model Code ) in the Listing Rules, were as follows: (a) Long position in the shares of the Company and the shares of associated corporations of the Company Name of Director Name of corporation Nature of Total number of ordinary shares in the corporation Approximate percentage of in the corporation as at the Latest Practicable Date Mr Wong Cho Tung Ms Yeung Man Ying Company Corporate (Note 1) 910,000, % Company Family 320, % Info Dynasty Group Limited ( Info Dynasty ) Personal 1, % Company Corporate (Note 2) 910,000, % Company Personal 320, % Info Dynasty Personal 1, % 7

10 APPENDIX GENERAL INFORMATION Name of Director Name of corporation Nature of Total number of ordinary shares in the corporation Approximate percentage of in the corporation as at the Latest Practicable Date Mr Wong Hei, Info Dynasty Personal % Simon Mr Wong Sun Info Dynasty Personal % Mr Tsang Hen Loon, Raymond Company Personal 2,250, % Mr Zhang Jianping Company Personal 1,500, % Ms Tang Rongrong Company Personal 186, % Notes: 1. Mr Wong Cho Tung ( Mr Wong ) controls more than one-third of the voting power of Info Dynasty. Mr Wong is therefore deemed to be ed in all the 841,175,000 shares held by Info Dynasty in the Company. Both Intellipower Investments Limited ( Intellipower ) and Simcom Limited ( Simcom (BVI) ) are wholly-owned by Mr Wong and he is therefore deemed to be ed in all the 48,825,000 shares and 20,000,000 shares held by Intellipower and Simcom (BVI) in the Company, respectively. 2. Ms Yeung Man Ying, the spouse of Mr Wong ( Mrs Wong ), controls more than one-third of the voting power of Info Dynasty. Mrs Wong is therefore deemed to be ed in all the 841,175,000 shares held by Info Dynasty. Mrs Wong is the spouse of Mr Wong and will be taken to be ed in the s of Mr Wong by virtue of Part XV of the SFO. 3. Calculation is based on the issued share capital of 1,517,177,500 shares of the Company as at the Latest Practicable Date. 8

11 APPENDIX GENERAL INFORMATION (b) Share options Name of Director Nature of Number of share options Total number of underlying ordinary shares in the Company Approximate percentage of in the Company as at the Latest Practicable Date (Note A) Mr Tsang Hen Loon, Raymond Mr Zhang Jianping Ms Tang Rongrong Personal Personal Personal 750, , % 1,500,000 1,500, % 464, , % Note A: Calculated based on the issued share capital of 1,517,177,500 shares of the Company as at the Latest Practicable Date. As at the Latest Practicable Date, save as disclosed above, none of the Directors, chief executive or their associates had any s or short positions in the shares, underlying shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) as recorded in the register required to be kept under section 352 of the SFO or as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code. 3. SUBSTANTIAL SHAREHOLDERS As at the Latest Practicable Date, the s of persons (other than a Director or chief executive of the Company) in the shares and underlying shares of the Company as recorded in the register of substantial shareholders maintained by the Company pursuant to section 336 of the SFO were as follows: Name of Shareholder Nature of Number of shares in the Company Approximate percentage of in the Company (Note A) Info Dynasty Beneficial 841,175, % Note A: Calculation is based on the issued share capital of 1,517,177,500 shares of the Company as at the Latest Practicable Date. 9

12 APPENDIX GENERAL INFORMATION Save as disclosed above, as at the Latest Practicable Date, so far as is known to the Directors, none of the Shareholders (other than a Director or the chief executive of the Company), had any or short position in the Shares and underlying shares of the Company which would fall to be disclosed to the Company under the provisions of Division 2 and 3 of Part XV of the SFO, or had, directly or indirectly, any s in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any other member of the Group. 4. COMPETING INTERESTS As at the Latest Practicable Date, none of the Directors or their respective associates was ed in any business which competed or was likely to compete, either directly or indirectly, with the businesses of the Group. 5. SERVICE CONTRACTS As at the Latest Practicable Date, none of the Directors had any existing or proposed service contracts with any member of the Group which was not expiring or determinable within one year without payment of compensation (other than statutory compensation). 6. LITGATION So far as the Directors are aware, as at the Latest Practicable Date, no member of the Group was engaged in any litigation or arbitration or claim of material importance and no litigation or claims of material importance was pending or threatened against any member of the Group. 7. MISCELLANEOUS (a) (b) (c) (d) The company secretary of the Company is Mr Chan Yee Tak, an associate member of the Hong Kong Institute of Certified Public Accountants. The qualified accountant of the Company is Mr Chan Tat Wing, Richard, a member of the Certified General Accountants Association of Canada. The principal share registrar and transfer office of the Company is Butterfield Fund Services (Bermuda) Limited at Rosebank Centre, 11 Bermudiana Road, Pembroke, Bermuda and the Hong Kong branch share registrar and transfer office is Computershare Hong Kong Investor Services Limited at Shops , 17th Floor, Hopewell Centre, 183 Queen s Road East, Wanchai, Hong Kong. The registered office of the Company is Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda. 10

13 APPENDIX GENERAL INFORMATION (e) (f) The head office and principal place of business of the Company in Hong Kong is situated at Suites , 50th Floor, Central Plaza, No. 18 Harbour Road, Wanchai, Hong Kong. Save and except for the Chinese names of the PRC entities, which in case of inconsistencies with their English translations, the Chinese version shall prevail, the English text of this circular shall prevail over the Chinese text in case of inconsistencies. 11