Glory Sun Land Group Limited - Proxy Solicitation & Information Statement 2006

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 to be taken, you should consult a licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in SinoCom Software Group Limited, you should at once hand this circular to the purchaser or other transferee or to the bank, a licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or 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 on the whole or any part of the contents of this circular.

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SINOCOM SOFTWARE GROUP LIMITED 中訊軟件集團股份有限公司

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 299)

GENERAL MANDATES TO ISSUE SHARES

AND REPURCHASE SHARES

AND

RE-ELECTION OF DIRECTORS

AND

AMENDMENT TO THE ARTICLES OF ASSOCIATION

The notice convening the annual general meeting of SinoCom Software Group Limited to be held at Boardroom III, 5/F., Four Seasons Hotel Hong Kong, 8 Finance Street, Central, Hong Kong on 10 May 2006 at 3:30pm is set out on pages 16 to 19 of this circular.

Whether or not you are able to attend the AGM, you are requested to complete the form of proxy enclosed with the 2005 Annual Report in accordance with the instructions printed thereon and return the same to the Company’s Registrar in Hong Kong, Tricor Investor Services Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.

11 April 2006

	Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
General mandate to repurchase Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
General mandate to issue Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Amendment to the Articles of Association . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Annual general meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Procedures to demand a Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Responsibility statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
APPENDIX I – EXPLANATORY STATEMENT ON
REPURCHASE MANDATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
APPENDIX II – DETAILS OF THE DIRECTORS TO BE RE-ELECTED. . . . . .	10
APPENDIX III – NOTICE OF AGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16

– i –

DEFINITIONS

In this circular, the following expressions have the following meanings unless the context otherwise requires:

“Articles of Association”

the existing articles of association of the Company;

“AGM”
the annual general meeting of the Company to be held at Boardroom III, 5/F., Four Seasons Hotel Hong Kong, 8 Finance Street, Central, Hong Kong on 10 May 2006 at 3:30pm, notice of which is set out on pages 16 to 19 of this circular, or any adjournment thereof;
“2005 Annual Report”
the annual report of the Company dated 30 March 2006 for the year ended 31 December 2005;
“Board”
the board of Directors;
“Code”
Code on Corporate Governance Practices as set out in Appendix 14 to the Listing Rules;
“Companies Law” the Companies Law, Cap 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands;
“Company”
SinoCom Software Group Limited, a company incorporated in the Cayman Islands with limited liability and the shares of which are listed on the Stock Exchange;
“Director(s)” the director(s) of the Company;
“Group”
the Company and its subsidiaries;
“Hong Kong”
the Hong Kong Special Administrative Region of the People’s Republic of China;
“Latest Practicable Date”
4 April 2006, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein;
“Listing Rules”
the Rules Governing the Listing of Securities on the Stock Exchange;
“SFO”
the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong);
“Shareholder(s)”

holder(s) of Shares;

– 1 –

	DEFINITIONS
“Share(s)”	share(s) of HK$0.10 each in the issued share capital of
	the Company;
“Stock Exchange”	The Stock Exchange of Hong Kong Limited;
“Takeovers Code”	the Hong Kong Code on Takeovers and Mergers; and
“%”	per cent.

– 2 –

LETTER FROM THE BOARD

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SINOCOM SOFTWARE GROUP LIMITED 中訊軟件集團股份有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 299)

Executive Directors: Mr Wang Zhiqiang (Chairman) Mr Wang Xubing Dr Shi Chongming Mr Siu Kwok Leung

Non-executive Director: Mr Wang Nengguang

Registered office: Century Yard Cricket Square Hutchins Drive P.O. Box 2681 GT George Town Grand Cayman British West Indies

Independent non-executive Directors: Mr Pang Chor Fu Professor Li Weian Mr Lee Kit Wah

Principal place of business in Hong Kong: Units 1713-18 17/F Shui On Centre 6-8 Harbour Road Wanchai Hong Kong 11 April 2006

To the Shareholders

Dear Sir or Madam,

GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES AND RE-ELECTION OF DIRECTORS AND AMENDMENTS TO THE ARTICLES OF ASSOCIATION

INTRODUCTION

The purpose of this circular is to provide you with information regarding the Directors proposed to be re-elected, the proposed granting of the general mandates to allot and issue Shares and to repurchase Shares and the proposed amendments to the Articles of Association to enable you to make a decision on whether to vote for or against the resolutions in connection with such matters to be proposed at the AGM.

– 3 –

LETTER FROM THE BOARD

GENERAL MANDATE TO REPURCHASE SHARES

Pursuant to an ordinary resolution passed by the Shareholders at the annual general meeting of the Company held on 12 May 2005, a general mandate was given to the Directors to exercise powers of the Company to repurchase Shares up to 10% of the issued share capital of the Company as at the date of passing such resolution on 12 May 2005. Such mandate will expire at the conclusion of the forthcoming AGM.

An ordinary resolution (the “ Repurchase Resolution ”) will be proposed at the AGM to grant a general mandate to the Directors to exercise the powers of the Company to repurchase, at any time until the next annual general meeting of the Company following the passing of the Repurchase Resolution or such earlier date as stated therein, Shares up to a maximum of 10% of the issued share capital of the Company at the date of passing of the Repurchase Resolution (the “ Repurchase Mandate ”).

An explanatory statement, as required under the Listing Rules to provide the requisite information in connection with the Repurchase Mandate, is set out in Appendix I to this circular.

GENERAL MANDATE TO ISSUE SHARES

Pursuant to an ordinary resolution passed by the Shareholders at the annual general meeting of the Company held on 12 May 2005, a general mandate was given to the Directors to exercise powers of the Company to issue Shares up to 20% of the issued share capital of the Company as at the date of passing such resolution on 12 May 2005. Such mandate will expire at the conclusion of the forthcoming AGM.

An ordinary resolution will be proposed at the AGM to grant a general mandate to the Directors to allot, issue and deal with Shares not exceeding 20% of the issued share capital of the Company (the “ Issue Mandate ”) and to extend the Issue Mandate by adding to it the number of Shares repurchased by the Company under the Repurchase Mandate.

RE-ELECTION OF DIRECTORS

In accordance with Article 87 of the Articles of Association, Mr Wang Zhiqiang, Mr Wang Xubing, Dr Shi Chongming, Mr Siu Kwok Leung, Mr Wang Nengguang, Mr Pang Chor Fu, Professor Li Weian, and Mr Lee Kit Wah (together, “ Retiring Directors ”) will retire at the AGM and, being eligible, offer themselves for re-election by the Shareholders. Details of the Retiring Directors which are required to be disclosed by the Listing Rules are set out in Appendix II to this circular.

AMENDMENT TO THE ARTICLES OF ASSOCIATION

Appendices 3 and 13 of the Listing Rules has recently been amended, inter alia, to enable the removal of Directors by an ordinary resolution passed in a general meeting. In order to bring the Articles of Association in line with the recently amended Listing Rules, a special resolution to amend the Articles of Association will be proposed at the AGM.

– 4 –

LETTER FROM THE BOARD

ANNUAL GENERAL MEETING

A notice dated 11 April 2006 convening the AGM as set out in Appendix III, which contains, among others, ordinary resolutions to approve the Repurchase Mandate and Issue Mandate and a special resolution to approve the proposed amendments to the Articles of Association, is contained in this circular.

PROCEDURES TO DEMAND A POLL

Pursuant to Article 66 of the Articles of Association, a resolution put to the vote of a general meeting of the Company (including the AGM) shall be decided on a show of hands unless (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is demanded:

(i) by the Chairman of such meeting; or
(ii) by at least three Shareholders of the Company present in person or in the case of a Shareholder being a corporation by its duly authorised representative or by proxy for the time being entitled to vote at the meeting; or
(iii) by a Shareholder or Shareholders present in person or in the case of a Shareholder being a corporation by its duly authorised representative or by proxy and representing not less than one-tenth of the total voting rights of all Shareholders having the right to vote at the meeting; or
(iv) by a Shareholder or Shareholders present in person or in the case of a Shareholder being a corporation by its duly authorised representative or by proxy and holding Shares in the Company conferring a right to vote at the meeting being Shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all Shares conferring such right; or
(v) by any Director or Directors who, individually or collectively, hold proxies in respect of Shares representing 5% or more of the total voting rights at such meeting.

RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules or 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.

– 5 –

LETTER FROM THE BOARD

RECOMMENDATION

The Directors consider that the grant of the Repurchase Mandate and the Issue Mandate, (and the extension thereto as described in resolution 5(c) set out in the notice of the AGM contained in Appendix III to this circular), the re-election of Retiring Directors and the proposed amendments to the Articles of Association at the AGM are all in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend you to vote in favour of all the relevant resolutions to be proposed at the AGM.

By Order of the Board Wang Zhiqiang Chairman and Chief Executive Officer

– 6 –

APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE MANDATE

This Appendix I serves as an explanatory statement, as required by Rule 10.06(1)(b) of the Listing Rules, to provide the requisite information to you to enable you to make an informed decision as to whether to vote for or against the Repurchase Resolution.

SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 270,167,782 Shares. Subject to the passing of the Repurchase Resolution at the AGM and on the basis that no further Shares are issued or repurchased prior to the date of the AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 27,016,778 Shares.

REASONS FOR REPURCHASE

The Directors believe that the Repurchase Mandate is in the best interests of the Company and the Shareholders. Whilst it is not possible to anticipate in advance any specific circumstance in which the Directors might think it appropriate to repurchase Shares, they believe that an ability to do so would give the Company additional flexibility that would be beneficial to the Company and the Shareholders as such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value of the Company and/or its earnings per Share.

FUNDING OF REPURCHASE

In repurchasing shares, the Company may only apply funds legally available for such purpose in accordance with its memorandum and articles of association, the Listing Rules and the applicable laws of the Cayman Islands.

There might be material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited accounts contained in the 2005 Annual Report for the year ended 31 December 2005) in the event that repurchases of Shares under the Repurchase Mandate were to be carried out in full during the period of the Repurchase Mandate.

The Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements or the gearing levels of the Company, which in the opinion of the Directors are from time to time appropriate for the Company.

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APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE MANDATE

SHARE PRICES

The highest and lowest prices at which the Shares have been traded on the Stock Exchange in each of the previous twelve months prior to Latest Practicable Date:


Month	Highest	Lowest
	HK$	HK$
2005
April	5.30	4.70
May	6.10	5.00
June	6.30	5.65
July	6.15	4.725
August	5.80	4.625
September	5.95	5.20
October	6.10	5.70
November	5.70	5.35
December	5.50	4.825
2006
January	5.80	5.25
February	6.15	5.45
March	7.85	6.00
April (up to the Latest Practicable Date)	7.85	7.45

DIRECTORS, THEIR ASSOCIATES AND CONNECTED PERSONS

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, their associates (as defined in the Listing Rules), have any present intention, in the event that the proposed Repurchase Mandate is approved by the Shareholders, to sell any Shares to the Company.

No connected persons (as defined in the Listing Rules) of the Company have notified the Company that they have any present intention to sell Shares to the Company, or have undertaken not to do so, in the event that the Company is authorised to make repurchase of its own Shares.

UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to make repurchases pursuant to the Repurchase Resolution in accordance with the Listing Rules and the applicable laws of the Cayman Islands.

– 8 –

APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE MANDATE

TAKEOVERS CODE

If as a result of repurchase(s) of Shares by the Company, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Takeovers Code. As a result, a Shareholder or a group of Shareholders acting in concert could, depending on the level of increase of his or their interest, obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, each of Mr Wang Xubing and Mr Wang Zhiqiang was interested in a total of 140,750,000 Shares, representing approximately 52.10% of the total issued share capital of the Company. The exercise in full of the Repurchase Mandate by the Company, assuming that the issued share capital of the Company remains 270,167,782 Shares and based on the shareholding of Mr Wang Xubing and Mr Wang Zhiqiang, the shareholding of Mr Wang Xubing and Mr Wang Zhiqiang in the Company will increase to approximately 57.89%. On this basis, the Directors are not aware of any consequence that would arise under the Takeovers Code as a result of a repurchase pursuant to the Repurchase Mandate.

SHARE REPURCHASE BY THE COMPANY

The Company had not purchased any of its Shares (whether on the Stock Exchange or otherwise) in the six months preceding the date of this circular.

– 9 –

DETAILS OF THE DIRECTORS TO BE RE-ELECTED

APPENDIX II

The following sets out the details of the Directors who will retire and, being eligible, offer themselves for re-election at the AGM pursuant to the Articles of Association:

BIOGRAPHICAL INFORMATION

Executive Directors

Mr Wang Zhiqiang

Mr Wang Zhiqiang (王志強 ), aged 42, is the chairman of the Board and the chief executive officer of the Group. He has been a member of the senior management since the establishment of Zhongxun Computer System (Beijing) Co., Ltd. (中訊計算機系統（北京）有限公司 ) (“SinoCom Beijing”) in August 1995. Mr Wang is responsible for the formulation of corporate strategies, and oversees financial and human resources management of the Group. He has over ten years’ experience in the information technology industry. He graduated from the Northern Jiaotong University (北方交通大學 ) in 1984 and obtained a bachelor’s degree in computer studies. Before founding the Group in 1995, he worked in Beijing Oracle Software Systems Co., Ltd. from 1990 to 1994 during which period he was engaged as sales representative, senior sales representative and business manager and was responsible for the sales and marketing of its products.

Mr Wang has no relationship with any other Directors, senior management or substantial or controlling Shareholders of the Company. Save as disclosed herein, Mr Wang did not hold any directorship in any other listed public companies during the last three years preceding the Latest Practicable Date.

As at the Latest Practicable Date, Mr Wang has a beneficial interest in a controlled corporation of 140,750,000 Shares in the Company pursuant to Part XV of SFO. Mr Wang has entered into a service contract with the Company for a period of 12 months under which Mr Wang is currently entitled to a remuneration comprising an annual salary of HK$1,432,440, a discretionary bonus to be determined by the Company having regard to the operating results of the Group and other retirement benefit scheme contributions, the amounts of which are yet to be determined by the Company and Mr Wang. The emoluments of the Director of the Company are determined with reference to that director’s responsibilities, abilities and performance, the Company’s operations, as well as remuneration benchmark in the industry and prevailing market conditions.

Save as disclosed above, there is no other information which is discloseable nor is/was he involved in any matters required to be disclosed pursuant to the requirements under Rule 13.51(2)(h) to Rule 13.51(2)(x) of the Listing Rules. There is no other matters that need to be brought to the attention of the Shareholders in relation to the re-election of the above retiring Director.

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DETAILS OF THE DIRECTORS TO BE RE-ELECTED

APPENDIX II

Mr Wang Xubing

Mr Wang Xubing (王緒兵 ), aged 43, is the president and a founder of the Group. Mr Wang is responsible for the management and business development of the Group. He has over ten years’ experience in software development and corporate management. Mr Wang graduated from Northern Jiaotong University in 1987 with a master’s degree in computer studies. Before founding the Group in August 1995, Mr Wang worked in Japan from 1988 to 1994. During that period, Mr Wang gained experience in software development and technical management during his employment with (TSD) and (JCC). After returning to the PRC from Japan, Mr Wang established SinoCom Beijing in 1995 at which time P. R.O. Co., Ltd. held an approximately 77% equity interest in SinoCom Beijing as nominee on his behalf.

Dr Shi Chongming

Dr Shi Chongming (時崇明 ), aged 51, is an executive Director and the managing director of Zhongxun Software Inc. (日本中訊株式會社 ). Dr Shi graduated from Shenyang Institute of Technology (瀋陽機電學院 ) in 1982 with a bachelor’s degree in electronic engineering. He then obtained a master’s degree in engineering from Northeast China Heavy Machinery Institute (東北重型機械學院 ) in 1984. He then continued his studies in Japan and obtained a doctorate in engineering from Hokkaido University in 1988. In 1991, Dr Shi worked as the chief engineer in Think Co., Ltd., a software company in Japan. From June 1994 to June 1999, Dr Shi worked for Sysnauts Co, Ltd as its senior managing director. He joined the Group in July 1999.

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DETAILS OF THE DIRECTORS TO BE RE-ELECTED

APPENDIX II

Dr Shi has no relationship with any other Directors, senior management or substantial or controlling Shareholders of the Company. Save as disclosed herein, Dr Shi did not hold any directorship in any other listed public companies during the last three years preceding the Latest Practicable Date.

As at the Latest Practicable Date, Dr Shi has a beneficial interest of 1,010,800 Shares in the Company pursuant to Part XV of SFO. Dr Shi has entered into a service contract with the Company for a period of 12 months under which Dr Shi is currently entitled to a remuneration comprisng an annual salary of HK$1,222,200, a discretionary bonus to be determined by the Company having regard to the operating results of the Group and other retirement benefit scheme contributions, the amounts of which are yet to be determined by the Company and Dr Shi. The emoluments of the Director of the Company are determined with reference to that director’s responsibilities, abilities and performance, the Company’s operations, as well as remuneration benchmark in the industry and prevailing market conditions.

Mr Siu Kwok Leung

Mr Siu Kwok Leung (邵國樑 ), aged 43, is an executive Director as well as the chief financial officer and the company secretary of the Company. He is responsible for budget preparation, cost control, investment and financing, and merger and acquisition activities of the Group. He is also responsible for the management of the finance department of the Group. He is a member of the Hong Kong Institute of Certified Public Accountants and a fellow of the Association of Chartered Certified Accountants. Mr Siu graduated from Hong Kong Polytechnic University with a professional diploma in accountancy in 1986. He then obtained a master’s degree in finance from the Chinese University of Hong Kong in 1999, and a master’s degree in ecommerce from the University of Hong Kong in 2001. Mr Siu was a senior accounting officer of KPMG Peat Marwick in Hong Kong from 1986 to 1988; financial accountant of the Dairy Farm Group from 1988 to 1990; and finance and administration manager of Oracle Systems Hong Kong Limited from 1990 to 1991. He was then appointed as the financial controller and subsequently an executive director of China Star Entertainment Limited from 1991 to 1996; the financial controller of Kessel Electronics (HK) Ltd. from 1997 to 2000; and the finance and operations directors of Emphasis Media Limited of the Time Warner Group in Hong Kong from 2000 to 2001. Mr Siu joined the Group in 2002.

Mr Siu has no relationship with any other Directors, senior management or substantial or controlling Shareholders of the Company. Save as disclosed herein, Mr Siu did not hold any directorship in any other listed public companies during the last three years preceding the Latest Practicable Date.

– 12 –

DETAILS OF THE DIRECTORS TO BE RE-ELECTED

APPENDIX II

As at the Latest Practicable Date, Mr Siu has a beneficial interest of 1,070,000 Shares in the Company pursuant to Part XV of SFO. Mr Siu has entered into a service contract with the Company for a period of 12 months under which Mr Siu is currently entitled to a remuneration compising an annual salary of HK$1,079,680, a discretionary bonus to be determined by the Company having regard to the operating results of the Group and other retirement benefit scheme contributions, the amounts of which are yet to be determined by the Company and Mr Siu. The emoluments of the Director of the Company are determined with reference to that director’s responsibilities, abilities and performance, the Company’s operations, as well as remuneration benchmark in the industry and prevailing market conditions.

Non-executive Director

Mr Wang Nengguang

Mr Wang Nengguang (王能光 ), aged 48, is the vice president and the chief financial officer of Legend Capital Limited, which engages in venture capital investments. Mr Wang holds a master’s degree (研究生 ) in economics management from the Chinese Communist Central Academy (中共中央黨校 ). Since 1994, he has been the general manager of the finance department of the Levono Group Limited, a company the shares of which are listed on the Main Board of the Stock Exchange. He was appointed as a Director in February 2003.

As at the Latest Practicable Date, Mr Wang does not have any beneficial interest in the Company pursuant to Part XV of SFO. Mr Wang has entered into a service contract with the Company for a period of 12 months under which Mr Wang is currently entitled to a remuneration comprising an annual salary of HK$66,000, a discretionary bonus to be determined by the Company having regard to the operating results of the Group and other retirement benefit scheme contributions, the amounts of which are yet to be determined by the Company and Mr Wang. The emoluments of the Director of the Company are determined with reference to that director’s responsibilities, abilities and performance, the Company’s operations, as well as remuneration benchmark in the industry and prevailing market conditions.

– 13 –

APPENDIX II DETAILS OF THE DIRECTORS TO BE RE-ELECTED

Independent non-executive Directors

Mr Pang Chor Fu

Mr Pang Chor Fu (彭楚夫 ), aged 38, graduated from Boston University in 1990 with a bachelor’s degree in manufacturing engineering. Mr Pang has worked with the Toshiba group as an engineer in Tokyo, Japan since 1990. He was appointed as a Director in February 2004. Mr Pang is a part-time research fellow of the Modern Enterprise Culture Research Center (當代企業文化研究所 ) and the World Modernisation Research Center (世界現代化進程研究中心 ) of the Peking University (北京大學 ). He is also a member of the Hong Kong Institute of Directors.

Mr Pang has no relationship with any other Directors, senior management or substantial or controlling Shareholders of the Company. Save as disclosed herein, Mr Pang did not hold any directorship in any other listed public companies during the last three years preceding the Latest Practicable Date.

As at the Latest Practicable Date, Mr Pang does not have any beneficial interest in the Company pursuant to Part XV of SFO. Mr Pang has entered into a service contract with the Company for a period of 12 months under which Mr Pang is currently entitled to a remuneration comprising an annual salary of HK$165,000, a discretionary bonus to be determined by the Company having regard to the operating results of the Group and other retirement benefit scheme contributions, the amounts of which are yet to be determined by the Company and Mr Pang. The emoluments of the Director of the Company are determined with reference to that director’s responsibilities, abilities and performance, the Company’s operations, as well as remuneration benchmark in the industry and prevailing market conditions.

Professor Li Weian

Professor Li Weian (李維安 ), aged 49, is a professor and dean of the School of Business of Nankai University (南開大學 ), and a director of Nankai MBA Centre (南開大學 MBA中心 ). Professor Li studied in Japan in 1990 and obtained a doctor’s degree in economics from Nankai University in 1993. He then received another doctor’s degree in commercial studies from Keio University in 1996. Professor Li was also the visiting professor of Tianjin University of Finance and Economics (天津財經大學 ), Shandong University (山東大學 ) and Beijing Teachers’ Academy (北京師範大學 ). He was appointed as a Director in February 2004.

Professor Li is currently an independent non-executive director of each of Shanxi Guoyang New Energy Co., Ltd (山西國陽新能股份有限公司 ) and Offshore Oil Engineering Co., Ltd. (海洋石油工程股份有限公司 ), both listed on the Shanghai Stock Exchange, and was an independent non-executive director of Huayi Compressor Co., Ltd. (華意壓縮機股份有限公司 ), a company listed on the Shenzhen Stock Exchange, during the period from August 2002 to June 2004.

– 14 –

DETAILS OF THE DIRECTORS TO BE RE-ELECTED

APPENDIX II

Professor Li has no relationship with any other Directors, senior management or substantial or controlling Shareholders of the Company. Save as disclosed herein, Professor Li did not hold any directorship in any other listed public companies during the last three years preceding the Latest Practicable Date.

As at the Latest Practicable Date, Professor Li does not have any beneficial interest in the Company pursuant to Part XV of SFO. Professor Li has entered into a service contract with the Company for a period of 12 months under which Professor Li is currently entitled to a remuneration comprising an annual salary of HK$66,000, a discretionary bonus to be determined by the Company having regard to the operating results of the Group and other retirement benefit scheme contributions, the amounts of which are yet to be determined by the Company and Professor Li. The emoluments of the Director of the Company are determined with reference to that director’s responsibilities, abilities and performance, the Company’s operations, as well as remuneration benchmark in the industry and prevailing market conditions.

Mr Lee Kit Wah

Mr Lee Kit Wah (李傑華 ), aged 51, graduated from University of Toronto in 1979 with a bachelor’s degree in Commerce. He is a fellow of the Association of Chartered Certified Accountants and the Hong Kong Institute of Certified Public Accountants, and a member of the Taxation Institute of Hong Kong. Mr Lee was trained at PricewaterhouseCoopers in Hong Kong from 1979 to 1984, and worked at F. S. Li & Co., Certified Public Accountants between 1985 to 1988 first as an audit supervisor and then as an audit manager. He has been practising as a certified public accountant in Hong Kong since 1988 and is the managing director of an accounting firm, Katon CPA Limited. He was appointed as a Director in March 2004. Mr Lee is also an independent non-executive director of ITC Corporation Limited and Huali Holdings (Group) Limited, both listed on the Stock Exchange.

Mr Lee has no relationship with any other Directors, senior management or substantial or controlling Shareholders of the Company. Save as disclosed herein, Mr Lee did not hold any directorship in any other listed public companies during the last three years preceding the Latest Practicable Date.

As at the Latest Practicable Date, Mr Lee does not have any beneficial interest in the Company pursuant to Part XV of SFO. Mr Lee has entered into a service contract with the Company for a period of 12 months under which Mr Lee is currently entitled to a remuneration comprising an annual salary of HK$165,000, a discretionary bonus to be determined by the Company having regard to the operating results of the Group and other retirement benefit scheme contributions, the amounts of which are yet to be determined by the Company and Mr Lee. The emoluments of the Director of the Company are determined with reference to that director’s responsibilities, abilities and performance, the Company’s operations, as well as remuneration benchmark in the industry and prevailing market conditions.

– 15 –

NOTICE OF AGM

APPENDIX III

NOTICE IS HEREBY GIVEN that an Annual General Meeting of SinoCom Software Group Limited (the “ Company ”) will be held at Boardroom III, 5/F., Four Seasons Hotel Hong Kong, 8 Finance Street, Central, Hong Kong on 10 May 2006 at 3:30pm for the following purposes:

To receive and consider the audited consolidated financial statements and the reports of the directors and the auditors for the financial year ended 31 December 2005.
To declare a final dividend for the year ended 31 December 2005.
To re-elect the retiring directors and authorise the board of directors of the Company (the “ Board ”) to fix the remuneration of the directors.
To re-appoint Deloitte Touche Tohmatsu as auditors and to authorise the Board to fix their remuneration.
As special business, to consider and, if thought fit, pass with or without amendments the following resolutions as Ordinary Resolutions :

(A) “ THAT

(i) subject to paragraph (iii) below, the exercise by the directors of the Company during the Relevant Period of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements, options (including bonds, warrants and debentures convertible into shares of the Company) and rights of exchange or conversion which might require the exercise of such powers, subject to and in accordance with all applicable laws and requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (as amended from time to time), be and is hereby generally and unconditionally approved;
(ii) the approval in paragraph (i) above shall authorise the directors of the Company during the Relevant Period to make or grant offers, agreements, options (including bonds, warrants and debentures convertible into shares of the Company) and rights of exchange or conversion which might require the exercise of such powers after the end of the Relevant Period;
(iii) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the directors of the Company pursuant to the approval granted in paragraph (i) above, otherwise than pursuant to (a) a Rights Issue, or (b) the exercise of options under any share option scheme or similar arrangement adopted by the Company for the grant or issue to the employees and directors of the Company and/or any of its subsidiaries and/or other eligible participants specified thereunder of options to subscribe for or rights to acquire shares of the Company, or (c) an issue of

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NOTICE OF AGM

APPENDIX III

shares upon the exercise of the subscription rights attaching to any warrants which may be issued by the Company; or (d) an issue of shares of the Company as scrip dividend or similar arrangement in accordance with the articles of association of the Company, shall not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and

(iv) for the purpose of this resolution:

“ Relevant Period ” means the period from the date of passing of this resolution until whichever is the earliest of:

(a) the conclusion of the next annual general meeting of the Company;

(b) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; and
(c) the date on which the authority sets out in this resolution is revoked or varied by an ordinary resolution of the Company in general meeting.

“ Rights Issue ” means an offer of shares of the Company open for a period fixed by the directors of the Company to holders of shares on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any legal restrictions under the laws of any relevant jurisdiction, or the requirements of any recognized regulatory body or any stock exchange, in any territory outside Hong Kong).”

(B) “ THAT

(i) subject to paragraph (ii) below, the exercise by the directors of the Company during the Relevant Period of all powers of the Company to purchase or otherwise acquire shares in the capital of the Company on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) or on any other stock exchange on which the shares of the Company may be listed and recognised by the Stock Exchange and the Hong Kong Securities and Futures Commission for this purpose, subject to and in accordance with all applicable laws and the requirements of the Hong Kong Code on Share Repurchases and the Rules Governing the Listing of Securities on the Stock Exchange (as amended from time to time) be is hereby generally and unconditionally approved;

– 17 –

NOTICE OF AGM

APPENDIX III

(ii) the aggregate nominal amount of shares of the Company which are authorised to be purchased pursuant to the approval in paragraph (i) above shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and
(iii) for the purpose of this resolution:

“ Relevant Period ” means the period from the date of passing of this resolution until whichever is the earliest of:

(a) the conclusion of the next annual general meeting of the Company;
(b) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; and
(c) the date on which the authority sets out in this resolution is revoked or varied by an ordinary resolution of the Company in general meeting.”

(C) “ THAT

conditional upon the passing of the resolutions set out in paragraphs 5(A) and 5(B) of the notice convening this meeting, the general mandate granted to the directors of the Company to exercise the powers of the Company to allot, issue and otherwise deal with shares of the Company pursuant to the resolution set out in paragraph 5(A) of the notice convening this meeting be and is hereby extended by the addition thereto an amount representing the aggregate nominal amount of shares of the Company purchased or otherwise acquired by the Company pursuant to the authority granted to the directors of the Company under the resolution set out in paragraph 5(B) above of the notice convening this meeting, provided that such amount shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing this resolution.”

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NOTICE OF AGM

APPENDIX III

As special business, to consider and, if thought fit, pass with or without amendments the following resolution as a Special Resolution :
“ THAT the articles of association of the Company be amended as follows:

by deleting the word “special” before the word “resolution” in the first sentence of Article 86(5) and replacing therefor the words “ordinary”.”

By Order of the Board Siu Kwok Leung Executive Director and Company Secretary

Hong Kong, 11 April 2006

Notes:

(a) The register of members of the Company will be closed from 8 May 2006 to 10 May 2006 (both days inclusive), during which period no transfer of shares in the Company can be registered.
(b) All transfer documents accompanied by the relevant share certificates must be lodged with the Company’s Registrar in Hong Kong, Tricor Investor Services Limited at 26th Floor Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not later than 4:00pm on 4 May 2006.
(c) Any shareholder of the Company entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote on his behalf. A proxy need not be a shareholder of the Company.
(d) To be valid, a form of proxy in the prescribed form together with the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power or authority, must be deposited with the Company’s Registrar in Hong Kong, Tricor Investor Services Limited at 26th Floor Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time fixed for holding the meeting or any adjourned meeting.
(e) A circular containing, among other things, the biographical information regarding the retiring directors and further details regarding the resolutions set out in paragraphs 5 and 6 of this notice of the annual general meeting of the Company will be sent to the shareholders of the Company together with the 2005 annual report of the Company.

– 19 –

AI assistant

Glory Sun Land Group Limited — Proxy Solicitation & Information Statement 2006

49106_rns_2006-04-11_46eb6fe8-550c-41d4-ba72-255581385a64.pdf

SINOCOM SOFTWARE GROUP LIMITED 中訊軟件集團股份有限公司

GENERAL MANDATES TO ISSUE SHARES

AND REPURCHASE SHARES

AND

RE-ELECTION OF DIRECTORS

AND

AMENDMENT TO THE ARTICLES OF ASSOCIATION

CONTENTS

DEFINITIONS

SINOCOM SOFTWARE GROUP LIMITED 中訊軟件集團股份有限公司

GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES AND RE-ELECTION OF DIRECTORS AND AMENDMENTS TO THE ARTICLES OF ASSOCIATION

INTRODUCTION

GENERAL MANDATE TO REPURCHASE SHARES

GENERAL MANDATE TO ISSUE SHARES

RE-ELECTION OF DIRECTORS

AMENDMENT TO THE ARTICLES OF ASSOCIATION

ANNUAL GENERAL MEETING

PROCEDURES TO DEMAND A POLL

RESPONSIBILITY STATEMENT

RECOMMENDATION

SHARE CAPITAL

REASONS FOR REPURCHASE

FUNDING OF REPURCHASE

SHARE PRICES

DIRECTORS, THEIR ASSOCIATES AND CONNECTED PERSONS

UNDERTAKING OF THE DIRECTORS

TAKEOVERS CODE

SHARE REPURCHASE BY THE COMPANY

BIOGRAPHICAL INFORMATION

Executive Directors

Mr Wang Zhiqiang

APPENDIX II

Mr Wang Xubing

Dr Shi Chongming

Mr Siu Kwok Leung

APPENDIX II

Non-executive Director

Mr Wang Nengguang

Independent non-executive Directors

Mr Pang Chor Fu

Professor Li Weian

APPENDIX II

Mr Lee Kit Wah

(A) “ THAT

(B) “ THAT

APPENDIX III

(C) “ THAT

More from Glory Sun Land Group Limited

Glory Sun Land Group Limited Proxy Solicitation & Information Statement 2006