Glory Sun Land Group Limited - Proxy Solicitation & Information Statement 2012

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 and the accompanying form of proxy 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.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance on the whole or any part of the contents of this circular.

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

RE-ELECTION OF DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the AGM of SinoCom Software Group Limited to be held at Falcon Room II, Gloucester Luk Kwok Hong Kong, 72 Gloucester Road, Wanchai, Hong Kong on 22 May 2012, Tuesday at 3:00 p.m. is set out on pages 15 to 18 of this circular.

Whether or not you are able to attend the AGM, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon and return the same to the branch share registrar of the Company 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 of 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 if you so wish and, in such event, the form of proxy shall be deemed to be revoked.

20 April 2012

	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
Annual general meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Voting by poll. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
APPENDIX I – EXPLANATORY STATEMENT ON REPURCHASE MANDATE. . . . . . . 7
APPENDIX II – DETAILS OF THE DIRECTORS TO BE RE-ELECTED. . . . . . . . . . . . . . 10
NOTICE OF AGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

DEFINITIONS

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

“2011 Annual Report”	the annual report of the Company dated 28 March 2012 for the
	financial year ended 31 December 2011;
“AGM”	the annual general meeting of the Company to be held at Falcon
	Room II, Gloucester Luk Kwok Hong Kong, 72 Gloucester Road,
	Wanchai, Hong Kong on 22 May 2012, Tuesday at 3:00 p.m.,
	notice of which is set out on pages 15 to 18 of this circular, or any
	adjournment thereof;
“Articles of Association”	the articles of association of the Company;
“Board”	the board of Directors;
“Code”	Code on Corporate Governance Practices as set out in Appendix
	14 to the Listing Rules;
“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”	16 April 2012, 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;

DEFINITIONS

“Share(s)” share(s) of HK$0.025 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.

LETTER FROM THE BOARD

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 Directors: Mr. Wang Nengguang Mr. Pang Chor Fu

Independent non-executive Directors: Professor Liang Neng Mr. Lee Kit Wah

Registered office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Principal place of business in Hong Kong: Unit 1601 16/F Shui On Centre 6-8 Harbour Road Wanchai Hong Kong

20 April 2012

To the Shareholders

Dear Sir or Madam,

GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information regarding the Directors proposed to be re-elected, and the proposed granting of the general mandates to allot and issue Shares and to repurchase Shares 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 forthcoming AGM.

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 23 May 2011, 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 23 May 2011. 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 ”), which assuming no further Shares are issued or repurchased prior to the AGM represents 111,529,512 Shares.

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 23 May 2011, 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 23 May 2011. 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 ”), which assuming no further Shares are issued or repurchased prior to the AGM represents 223,059,025 Shares 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, Professor Liang Neng, Mr Lee Kit Wah, Mr Wang Nengguang and Mr. Pang Chor Fu will retire as Directors at the AGM and are eligible for re-election by the Shareholders. With the exception of Mr. Wang Nengguang and Mr. Pang Chor Fu, all of the other retiring Directors will offer themselves for re-election by the Shareholders. Details of those retiring Directors who are offering themselves for re-election which are required to be disclosed by the Listing Rules are set out in Appendix II to this circular.

Mr. Wang Nengguang has indicated that he will not offer himself for re-election due to his other business commitments and will retire upon conclusion of the AGM. Upon retirement of Mr. Wang Nengguang, he will cease to be a member of the Salary Review Committee of the Company.

LETTER FROM THE BOARD

Mr. Pang Chor Fu has indicated that he will not offer himself for re-election due to his other business commitments and will retire upon conclusion of the AGM. Upon retirement of Mr. Pang Chor Fu, he will cease to be the chairman of the Salary Review Committee and a member of the Audit Committee of the Company.

ANNUAL GENERAL MEETING

A notice dated 20 April 2012 convening the AGM is set out in Appendix III, which contains, among others, ordinary resolutions to approve the Repurchase Mandate and Issue Mandate as set out in this circular.

A form of proxy for use at the AGM is enclosed with this circular. Whether or not you are able to attend the AGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the branch share registrar of the Company in Hong Kong, Tricor Investor Services Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wan Chai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding of the AGM or any adjournment thereof. Completion and return of the form of proxy will not prevent you from attending and voting in person at the AGM and at any adjournment thereof if you so wish and, in such event, the form of proxy shall be deemed to be revoked.

VOTING BY POLL

All the resolutions set out in the notice of the AGM would be decided by poll in accordance with the Listing Rules and the Articles of Association. The Chairman will explain the detailed procedures for conducting a poll at the commencement of the AGM.

On a poll, every Shareholder present in person (or, in the case of a Shareholder being a corporation, by its duly authorised representative) or by proxy shall have one vote for every fully paid Share held. A Shareholder present in person (or, in the case of a Shareholder being a corporation, by its duly authorised representative) or by proxy who is entitled to more than one vote need not use all his/its votes or cast all his/its votes in the same way.

After the conclusion of the AGM, the poll results will be published on the website of Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk and the website of the Company at www.sinocom. cn.

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) and the re-election of Retiring Directors 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.

LETTER FROM THE BOARD

GENERAL

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief: (i) the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive; and (ii) there are no other matters the omission of which would make any statement in this circular or this circular misleading.

Your attention is also drawn to the additional information set out in the Appendices to this circular.

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

EXPLANATORY STATEMENT ON REPURCHASE MANDATE

APPENDIX I

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 1,115,295,128 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 111,529,512 Shares, being 10% of the issued share capital of the Company.

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 securities, 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 2011 Annual Report for the year ended 31 December 2011) 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.

EXPLANATORY STATEMENT ON REPURCHASE MANDATE

APPENDIX I

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 the Latest Practicable Date:

	Month	Prices
	Highest	Lowest
	HK$	HK$
2011
April	0.970	0.800
May	0.910	0.750
June	0.840	0.680
July	0.780	0.690
August	0.770	0.590
September	0.660	0.510
October	0.560	0.485
November	0.580	0.500
December	0.560	0.485
2012
January	0.660	0.540
February	0.740	0.640
March	1.000	0.680
April (up to the Latest Practicable Date)	0.970	0.850

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 proposed Repurchase Mandate is approved by the Shareholders.

UNDERTAKING OF THE DIRECTORS

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

EXPLANATORY STATEMENT ON REPURCHASE MANDATE

APPENDIX I

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, Mr. Wang Xubing, Mr. Wang Zhiqiang, Ms. Yuan Yue Ling and Ms. Zhang Yue through their interest in China Way International Limited (“ China Way ”) were deemed to be interested in a total of 563,000,000 Shares, representing approximately 50.48% 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 1,115,295,128 Shares and there is no alteration to the existing shareholding of Mr. Wang Xubing, Mr. Wang Zhiqiang, Ms. Yuan Yue Ling and Ms. Zhang Yue in China Way, the indirect shareholding of Mr. Wang Xubing, Mr. Wang Zhiqiang, Ms. Yuan Yue Ling and Ms. Zhang Yue in aggregate in the Company will increase to approximately 56.09%. 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.

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 48, 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 eleven 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 public companies the securities of which are listed on any securities market in the last three years preceding the Latest Practicable Date.

As at the Latest Practicable Date, Mr Wang, through his interest in a controlled corporation, China Way, was deemed to be interested in 563,000,000 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$1,960,723, 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 Directors 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 required to be disclosed pursuant to the requirements under Rule 13.51(2)(h) to Rule 13.51(2)(v) of the Listing Rules. There are no other matters that need to be brought to the attention of the Shareholders in relation to the re-election of Mr. Wang.

DETAILS OF THE DIRECTORS TO BE RE-ELECTED

APPENDIX II

Mr. Wang Xubing

Mr. Wang Xubing (王緒兵), aged 49, 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 eleven 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 テー•エス •デー株式会社 (TSD) and 日中コミュニケーションズ株式会社 (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 57, is an executive Director and the managing director of SinoCom Japan Corporation (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.

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 public companies the securities of which are listed on any securities market in the last three years preceding the Latest Practicable Date.

As at the Latest Practicable Date, Dr Shi was beneficially interested in 5,543,200 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 comprising an annual salary of HK$1,505,750 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 Directors 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 49, 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 in Hong Kong from 1986 to 1988; a financial accountant of the Dairy Farm Group from 1988 to 1990; and a 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 Star Entertainment (International Holding) 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. Mr. Siu did not hold any directorship in any other public companies the securities of which are listed on any securities market in the last three years preceding the Latest Practicable Date.

DETAILS OF THE DIRECTORS TO BE RE-ELECTED

APPENDIX II

As at the Latest Practicable Date, Mr Siu was beneficially interested in 4,280,000 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 comprising an annual salary of HK$1,307,496, 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 Directors 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.

Independent non-executive Directors

Mr. Lee Kit Wah

Mr. Lee Kit Wah (李傑華), aged 57, 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, the Hong Kong Institute of Certified Public Accountants, the Taxation Institute of Hong Kong and a member of the Institute of Chartered Accountants in England and Wales. Mr. Lee was trained at Price Waterhouse (presently 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 an independent non-executive Director in March 2004. Mr. Lee is also an independent non-executive director of ITC Corporation Limited (“ ITC ”) and Datronix Holdings 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 public companies the securities of which are listed on any securities market in the last three years preceding the Latest Practicable Date.

As at the Latest Practicable Date, Mr. Lee did not have any 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$200,000, 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 Directors 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.

APPENDIX II

DETAILS OF THE DIRECTORS TO BE RE-ELECTED

On 15 November 2005, the Securities and Futures Commission (the “ SFC ”) criticized the board of directors of ITC for breach of Rule 21.3 of the Takeovers Code in respect of the dealing in the securities of Hanny Holdings Limited by Famex Investment Limited, a subsidiary of ITC during an offer period without the consent of the Executive Director of the Corporate Finance Division of the SFC. Mr. Lee was then an independent non-executive director of ITC and did not take part in such dealing of securities. The Board (other than Mr. Lee Kit Wah) are of the view that the criticism of the board of ITC by the SFC will not affect the eligibility and suitability of Mr. Lee being appointed as a Director of the Company.

Professor Liang Neng

Professor Liang (梁能), aged 60, was appointed as the independent non-executive Director in 2008. He is the Professor of Management and Associate Dean of Faculty at the China Europe International Business School (“ CEIBS ”). Previously he was a tenured Professor of Management at Loyola University of Maryland, USA, and a professor of management at the China Centre for Economic Research of Beijing University. From 1998 to 2001, he served as the first Chinese director of the Beijing International MBA program at Beijing University. Professor Liang received his Ph.D. from Indiana University (Bloomington), an MBA from The Wharton School, and was a Fulbright Scholar at Stanford University in 1984. He received three Academy of Management Best Paper awards in 2005, and CEIBS Teaching Excellence Award in 2007 and 2010.

Professor Liang served as a consultant to multinational firms such as General Electric Company, Johnson & Johnson and PepsiCo Inc., as a vice president of the Chinese Economists Society (“ CES ”), and as the Chairman of the Baltimore-Xiamen Sister City Committee of the Municipal Government of Baltimore, USA. He was elected vice president of the International Association of Chinese Management Research (IACMR) in July 2011 and would take up the position officially in June 2012.

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

As at the Latest Practicable Date, Professor Liang did not have any interest in the Company pursuant to Part XV of SFO. Professor Liang has entered into a service contract with the Company for a period of 12 months under which he is entitled to a remuneration comprising an annual salary of HK$200,000 and 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 Liang. The emoluments of the Directors 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.

NOTICE OF AGM

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)

NOTICE IS HEREBY GIVEN THAT the annual general meeting of SinoCom Software Group Limited (the “ Company ”) will be held at Falcon Room II, Gloucester Luk Kwok Hong Kong, 72 Gloucester Road, Wanchai, Hong Kong on 22 May 2012, Tuesday at 3:00 p.m. 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 2011.
To declare final dividend for the year ended 31 December 2011.
To re-elect the retiring directors who are offering themselves for re-election 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, to pass with or without modification the following ordinary resolutions:

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;

NOTICE OF AGM

(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 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).”

NOTICE OF AGM

(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;
(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.”

NOTICE OF AGM

(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. ”

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

Hong Kong, 20 April 2012

Notes:

(a) The register of members of the Company will be closed from 21 May 2012 to 22 May 2012 (both days inclusive), during which period no transfer of shares in the Company can be registered. In order to qualify for attending the annual general meeting, all transfer documents accompanied by the relevant share certificates must be lodged for registration with the Company’s share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 26th Floor Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong by no later than 4:30 p.m. on 18 May 2012.
(b) In relation to proposed resolution numbered 2 above, the register of members of the Company will be closed from 28 May 2012 to 29 May 2012 (both days inclusive), during which period no transfer of shares in the Company can be registered. In order to qualify for the proposed final dividend, all transfer documents accompanied by the relevant share certificates must be lodged for registration with the Company’s share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 26th Floor Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong by no later than 4:30 p.m. on 25 May 2012.
(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) In the case of joint holders of any share, any one of such holders may vote at the meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders be present at the meeting personally or by proxy, the holder whose name stands first in the register of members of the Company shall alone be entitled to vote in respect of that share.
(e) 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 branch registrar of the Company 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 adjournment thereof.
(f) With reference to resolution number 3 above, Mr. Wang Zhiqiang, Mr. Wang Xubing, Dr. Shi Chongming, Mr. Siu Kwok Leung, Mr. Lee Kit Wah and Professor Liang Neng will retire and, being eligible, offer themselves for re-election at the meeting. Details of the above directors are set out in Appendix II to the circular dated 20 April 2012.
(g) As at the date hereof, the executive directors of the Company are Mr. Wang Zhiqiang, Mr.Wang Xubing, Dr. Shi Chongming, Mr. Siu Kwok Leung; the non-executive directors of the Company are Mr. Wang Nengguang and Mr. Pang Chor Fu; and the independent non-executive directors of the Company are Professor Liang Neng and Mr. Lee Kit Wah.

AI assistant

Glory Sun Land Group Limited — Proxy Solicitation & Information Statement 2012

49106_rns_2012-04-19_f9e7f7f2-f5d5-4d95-b71e-28a5b36ca82b.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

RE-ELECTION OF DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

Contents

DEFINITIONS

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 RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

LETTER FROM THE BOARD

GENERAL MANDATE TO REPURCHASE SHARES

GENERAL MANDATE TO ISSUE SHARES

RE-ELECTION OF DIRECTORS

LETTER FROM THE BOARD

ANNUAL GENERAL MEETING

VOTING BY POLL

RECOMMENDATION

LETTER FROM THE BOARD

GENERAL

SHARE CAPITAL

REASONS FOR REPURCHASE

FUNDING OF REPURCHASE

SHARE PRICES

DIRECTORS, THEIR ASSOCIATES AND CONNECTED PERSONS

UNDERTAKING OF THE DIRECTORS

TAKEOVERS CODE

BIOGRAPHICAL INFORMATION

Executive Directors

Mr. Wang Zhiqiang

Mr. Wang Xubing

Dr. Shi Chongming

APPENDIX II

Mr. Siu Kwok Leung

APPENDIX II

Independent non-executive Directors

Mr. Lee Kit Wah

APPENDIX II

DETAILS OF THE DIRECTORS TO BE RE-ELECTED

Professor Liang Neng

NOTICE OF AGM

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

ORDINARY RESOLUTIONS

NOTICE OF AGM

NOTICE OF AGM

(B) “ THAT

NOTICE OF AGM

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

More from Glory Sun Land Group Limited

Glory Sun Land Group Limited Proxy Solicitation & Information Statement 2012