SIM Technology : NOTICE OF SPECIAL GENERAL MEETING

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SIM Technology Group Limited ોৃ߅ҦණྠϞࠢʮ̡*

(Incorporated in Bermuda with limited liability)

(Stock Code: 2000)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the special general meeting of SIM Technology Group Limited (the "Company") will be held at 10:00 a.m. on Tuesday, 13 February 2018 at 24th Floor, Admiralty Centre I, 18 Harcourt Road, Admiralty, Hong Kong to consider and, if thought fit, pass the following resolutions as ordinary resolutions.

ORDINARY RESOLUTIONS

"THAT:

(a) the sale and purchase agreement (the "Sale and Purchase Agreement") dated 21 December 2017 entered into between SIM Technology Group Limited, Simcom International Holdings Limited, ଉέ˚ऎஷৃҦஔٰ΅Ϟࠢʮ̡ (Shenzhen Sunsea Communication Technology Co., Ltd.*),

Shanghai Simcom Electronic Limited €ɪऎڃஷཥɿϞࠢʮ̡ and Shanghai Simcom Wireless Solutions Limited€ڃৃஷೌᇞ߅Ҧ€ɪऎϞࠢʮ̡in respect of the sale and purchase of all the equity interest in Shanghai Simcom Electronic Limited €ɪऎڃஷཥɿϞࠢʮ̡ and Shanghai Simcom Wireless Solutions Limited €ڃৃஷೌᇞ߅Ҧ€ɪऎϞࠢʮ̡ and the transactions contemplated thereunder (including the IP Transfer (as defined in the Company's circular dated 18

January 2018 (the "Circular")) (a copy of each of the Sale and Purchase Agreement and the Circular has been produced to the meeting marked "A" and "B", respectively, and initialled by the chairman of the meeting for identification purposes) be and are hereby approved, ratified and confirmed; and

(b) any one of the directors of the Company (the "Directors") be and is hereby authorised to do all such acts and things, to sign and execute such documents or agreements or deeds on behalf of the Company and to do such other things and to take all such actions as they consider necessary, appropriate, desirable and expedient for the purposes of giving effect to or in connection with the Sale and Purchase Agreement, the IP Transfer and all transactions contemplated thereunder, and to

*

For identification purposes only

agree to such variation, amendments or waiver or matters relating thereto (including any variation, amendments or wavier of such documents or any terms thereof, which are not fundamentally different from those as provided in the Sale and Purchase Agreement) as are, in the opinion of the Directors or the duly authorised committee, in the interest of the Company and its shareholders as a whole."

• (1) Any member of the Company holding two or more Shares entitled to attend and vote at the above meeting is entitled to appoint one or more proxies to attend and, subject to the provisions of the bye-laws of the Company, vote in his/ her/its stead. A proxy needs not be a member of the Company.

• (2) In the case of joint holders of a Share, any one of such joint holders may vote, either in person or by proxy, in respect of such Share as if he/she/it was solely entitled thereto; but if more than one of such joint holders are present at the above 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).

• (3) To be valid, a form of proxy, together with the power of attorney or other authority, if any, under which it is signed, or a certified copy of such power or authority must be deposited at the Company's principal place of business in Hong Kong at Unit 2908, 29th Floor, 248 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for the holding of the above meeting (or any adjournment thereof). Completion and return of the form of proxy will not preclude any member from attending and voting at the above meeting (or any adjournment thereof) in person.

As at the date of this notice, the executive Directors are Ms Yeung Man Ying, Mr Wong Cho Tung, Ms Tang Rongrong, Mr Chan Tat Wing, Richard and Mr Liu Jun; and the independent non-executive Directors are Mr Liu Hing Hung, Mr Wang Tianmiao and Mr Wu Zhe.