Glory Sun Land Group Limited — Proxy Solicitation & Information Statement 2013

Oct 18, 2013

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.

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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)

PAYMENT OF SPECIAL DIVIDEND OUT OF RETAINED EARNINGS AND SHARE PREMIUM ACCOUNT

RE-ELECTION OF DIRECTORS

AND

NOTICE OF EGM

A notice convening the EGM of SinoCom Software Group Limited to be held at 3/F, Nexxus Building, 77 Des Voeux Road, Central, Hong Kong on Monday, 11 November 2013, at 10:00 a.m. is set out on pages 12 to 13 of this circular.

Whether or not you are able to attend the EGM, 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 EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof if you so wish and, in such event, the form of proxy shall be deemed to be revoked.

21 October 2013

CONTENTS

		Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
LETTER FROM THE BOARD
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	Payment of Special Dividend out of Retained Earnings and
	Share Premium Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
3.	Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
4.	EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
5.	Voting by poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
6.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
7.	General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
APPENDIX I — DETAILS OF THE DIRECTORS TO BE RE-ELECTED . . . . . . . .		8
NOTICE OF EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		12

– i –

DEFINITIONS

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

• ‘‘2012 Annual Results’’ the annual results of the Company and its subsidiaries for the year ended 31 December 2012

• ‘‘2013 Interim Results’’ the interim results of the Company and its subsidiaries for the six months ended 30 June 2013

• ‘‘Articles of Association’’ the articles of association of the Company

• ‘‘Board’’ the board of Directors

• ‘‘Cayman 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

• ‘‘EGM’’ the extraordinary general meeting of the Company to be held at 3/F, Nexxus Building, 77 Des Voeux Road, Central, Hong Kong on Monday, 11 November 2013, at 10:00 a.m., notice of which is set out on pages 12 to 13 of this circular, or any adjournment thereof

• ‘‘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 October 2013, 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

• ‘‘Re-elected Directors’’ Mr. Li Jian, Mr. Kotoi Hirofumi, Mr. Zuo Jian Zhong, Mr. Chui Man Lung Everett, Mr. Wu Hong and Mr. Yamamoto Yoshimasa, being the Directors who will retire and, being eligible, offer themselves for re-election at the EGM

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DEFINITIONS

• ‘‘Retained Earnings’’

the retained earnings of the Group, the amount standing to the credit of which was HK$316,140,443 as at 30 June 2013 based on the unaudited consolidated financial statements of the Company as at that date

• ‘‘SFO’’ the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

• ‘‘Share(s)’’

• share(s) of HK$0.025 each in the issued share capital of the Company

• ‘‘Shareholder(s)’’ holder(s) of Shares

• ‘‘Share Premium Account’’ the share premium account of the Group, the amount standing to the credit of which was HK$166,188,334 as at 30 June 2013 based on the unaudited consolidated financial statements of the Company as at that date

• ‘‘SinoCom BVI’’ SinoCom Holdings (BVI) Limited, a company incorporated under the law of the British Virgin Islands and is a whollyowned subsidiary of the Company

• ‘‘Special Dividend’’ the proposed special dividend of HK$0.07 per Share as recommended by the Board

• ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited

• ‘‘%’’ per cent

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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 (Co-Chairman) Mr. Zuo Jian Zhong (Co-Chairman) Mr. Kotoi Hirofumi

Non-executive Directors: Mr. Li Jian Mr. Wang Xubing Dr. Shi Chongming

Independent non-executive Directors: Mr. Chui Man Lung Everett Mr. Wu Hong Mr. Yamamoto Yoshimasa

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 21 October 2013

To the Shareholders

Dear Sir or Madam,

PAYMENT OF SPECIAL DIVIDEND OUT OF RETAINED EARNINGS AND SHARE PREMIUM ACCOUNT

RE-ELECTION OF DIRECTORS

AND

NOTICE OF EGM

1. INTRODUCTION

Reference is made to the announcement of the Company dated 10 October 2013 in relation to the proposed payment of Special Dividend out of the Retained Earnings and Share Premium Account.

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LETTER FROM THE BOARD

Reference is also made to the announcements of the Company dated 11 June 2012, 18 July 2012 and 17 September 2013 in relation to, among others, the appointment of Mr. Li Jian, Mr. Kotoi Hirofumi, Mr. Zuo Jian Zhong, Mr. Chui Man Lung Everett, Mr. Wu Hong and Mr. Yamamoto Yoshimasa as Directors.

The purpose of this circular is to provide you with information regarding the proposed payment of Special Dividend out of the Retained Earnings and Share Premium Account and reelection of the Re-elected Directors, 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 EGM.

2. PAYMENT OF SPECIAL DIVIDEND OUT OF RETAINED EARNINGS AND SHARE PREMIUM ACCOUNT

Subject to approval of the Shareholders, the Board proposes the declaration and payment of the Special Dividend of HK$0.07 per Share out of the Retained Earnings and Share Premium Account.

As at the Latest Practicable Date, the Company has 1,115,835,128 Shares in issue. Based on the number of issued Shares as at the Latest Practicable Date, the Special Dividend, if declared and paid, will amount to an aggregate amount of HK$78,108,459. Subject to the fulfilment of the conditions set out in the paragraph headed ‘‘Conditions of the Payment of Special Dividend out of Retained Earnings and Share Premium Account’’ below, the Special Dividend is intended to be paid out of the Retained Earnings and Share Premium Account pursuant to Articles 136 and 137 of the Articles of Association and in accordance with the Cayman Companies Law.

As at 30 June 2013, based on the unaudited consolidated financial statements of the Group, the amount standing to the credit of the Retained Earnings and the Share Premium Account were HK$316,140,443 and HK$166,188,334 respectively. Following the payment of the Special Dividend, there will be a remaining balance of approximately HK$293,031,984 and HK$111,188,334 standing to the credit of the Retained Earnings and the Share Premium Account respectively.

Conditions of the Payment of Special Dividend out of Retained Earnings and Share Premium Account

The payment of the Special Dividend out of the Retained Earnings and Share Premium Account is conditional upon the satisfaction of the following conditions:

• (a) the passing of an ordinary resolution by the Shareholders declaring and approving the payment of the Special Dividend out of the Retained Earnings and Share Premium Account pursuant to Articles 136 and 137 of the Articles of Association;

• (b) the distribution of special dividend by SinoCom BVI to the Company in the amount of HK$100,000,000; and

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LETTER FROM THE BOARD

• (c) the Directors being satisfied that there are no reasonable grounds for believing that the Company is, immediately following the date on which the Special Dividend is paid, unable to pay its debts as they fall due in the ordinary course of business.

Subject to the fulfilment of the above conditions, it is expected that the Special Dividend will be paid in cash on or about 27 November 2013 to those Shareholders whose names appear on the register of members of the Company at close of business on 15 November 2013, being the record date for determination of entitlements to the Special Dividend.

The conditions set out above cannot be waived. If the conditions set out above are not satisfied, the Special Dividend will not be paid.

Reasons for and effect of the payment of Special Dividend out of Retained Earnings and Share Premium Account

Trading in the shares of the Company have been suspended since 2 April 2013 and will remain suspended until the release of the 2012 Annual Results and the 2013 Interim Results. The Board anticipates that it will take additional time for the Company to release the 2012 Annual Results and 2013 Interim Results.

With the adverse impact of depreciation of Japanese yen and the intense SinoJapanese political relationship, the revenue and profitability of the Group are slightly worsened than those of the past few years. However, the Group disposed its equity interest in Sinocom DIR Business Innovation Co., Ltd. to Daiwa Institute of Research Business Innovation Ltd. in 2012 (‘‘Disposal’’) (please refer to the announcement of the Company dated 8 June 2012 regarding the Disposal). During the year ended 31 December 2012 and the six months ended 30 June 2013, the Group has received consideration in respect of the Disposal of an aggregate amount of JPY1.818 billion (equivalent to approximately HK$178 million). In addition, the Company has accumulated sufficient Retained Earnings and capital reserves for stability and development of the Company.

In light of the above circumstances, the Board considers it appropriate to distribute the Special Dividend to increase market confidence and recognition and to repay the Shareholders’ support.

The payment of the Special Dividend out of the Retained Earnings and Share Premium Account does not involve any reduction in the authorised or issued share capital of the Company nor does it involve any reduction in the nominal value of the Shares or any change in the trading arrangements in respect of the Shares.

After taking into consideration of the existing cash flow of the Group, the Board considered that the Company has sufficient cash flow to pay the Special Dividend. The payment of the Special Dividend out of the Retained Earnings and Share Premium Account will not have any material adverse effect on the financial position of the Group.

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LETTER FROM THE BOARD

The Directors consider the declaration and proposed payment of the Special Dividend out of the Retained Earnings and Share Premium Account to be in the interests of the Company and its Shareholders as a whole.

Closure of register of members

The register of members of the Company will be closed on 15 November 2013, for the purpose of determining the entitlements of the Shareholders to the Special Dividend, during which period no transfer of shares in the Company will be effected. In order to qualify for the proposed Special Dividend, all transfers, accompanied by the relevant share certificates, must be lodged with the Company’s Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, no later than 4:30 p.m. on 14 November 2013.

3. RE-ELECTION OF DIRECTORS

In accordance with Article 86(3) of the Articles of Association, any Director appointed by the Board either to fill a casual vacancy or as an addition to the existing Directors shall hold office only until the next general meeting and shall then be eligible for re-election. Each Reelected Director will hold office until the EGM and, being eligible, offer himself for re-election as Directors at the EGM.

Particulars of the Re-elected Directors are set out in Appendix I to this circular.

4. EGM

A notice dated 21 October 2013 convening the EGM is set out on pages 12 to 13, which contains ordinary resolutions to approve the payment of the Special Dividend out of the Retained Earnings and Share Premium Account and the re-election of the Re-elected Directors as Directors as set out in this circular.

A form of proxy for use at the EGM is enclosed with this circular. Whether or not you are able to attend the EGM, 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 EGM or any adjournment thereof. Completion and return of the form of proxy will not prevent you from attending and voting in person at the EGM and at any adjournment thereof if you so wish and, in such event, the form of proxy shall be deemed to be revoked.

5. VOTING BY POLL

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

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LETTER FROM THE BOARD

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 EGM, 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.

6. RECOMMENDATION

The Directors consider that the payment of the Special Dividend out of the Retained Earnings and Share Premium Account and the re-election of the Re-elected Directors as 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 EGM.

7. 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; (ii) no Shareholders have material interest in the proposed payment of the Special Dividend and re-election of the Re-elected Directors as Directors and are required to abstain from voting in respect of the resolutions to approve the payment of the Special Dividend and the re-election of the Re-elected Directors as Directors; and (iii) 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 Appendix to this circular.

Please note that the trading of Shares has been suspended from 9:00 a.m. on 2 April 2013 and will remain suspended until further notice.

By Order of the Board Wang Zhiqiang Zuo Jian Zhong Co-Chairman Co-Chairman

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DETAILS OF THE DIRECTORS TO BE RE-ELECTED

APPENDIX I

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

Mr. Li Jian (aged 51)

Mr. Li Jian is a non-executive Director of the Company. Mr. Li is also the president of SJI Inc., a company whose shares are listed on Tokyo Stock Exchange JASDAQ (Standard) with stock code 2315, and is mainly responsible for the daily management of SJI Inc.. SJI Inc. is the ultimate holding company of SJI (Hong Kong) Limited, the controlling shareholder of the Company. Mr. Li is also the representative of SinoCom Japan Corporation, a wholly-owned subsidiary of the Company. Mr. Li obtained his master degree in computer science in the University of Electro-Communications in Japan in 1987. In 1990, Mr. Li joined Sun Japan, which later merged with other companies and formed SJI Inc. In March 2013, Mr. Li is also the director of Lian Di Clean Technology Limited, a company whose shares are quoted on OTC Pink Sheet in the United States of America. Mr. Li currently holds 33,840 shares of SJI Inc., representing approximately 4.09% of the total issued share capital of SJI Inc.

Mr. Li entered into a service contract with the Company with an initial term of one (1) year commencing on 11 June 2012 unless and until terminated by either party by serving not less than three months’ written notice. He will be subject to retirement by rotation at least once every three years and re-election at the annual general meeting of the Company in accordance with the Articles of Association. As there is a temporary reduction of monthly salary from HK$100,000 to HK$50,000, Mr. Li will receive a monthly remuneration of HK$50,000 for six months from 30 September 2013 to 31 March 2014. Mr. Li is also entitled to such additional benefits as the Board shall in its discretion deem appropriate. The remuneration of Mr. Li has been reviewed by the Salary Review Committee of the Company and was determined by the Board with reference to the prevailing market conditions, and the qualifications, experience, duties and responsibilities of Mr. Li with the Company. Mr. Li’s remuneration is subject to review by the Board from time to time pursuant to the power conferred on it in the annual general meeting of the Company.

Mr. Kotoi Hirofumi (aged 50)

Mr. Kotoi is an executive Director of the Company and vice president and a director of SJI Inc., a company whose shares are listed on Tokyo Stock Exchange JASDAQ (Standard) with stock code 2315, and is mainly responsible for the daily management of SJI Inc.. SJI Inc. is the ultimate holding company of SJI (Hong Kong) Limited, the controlling shareholder of the Company. Mr. Kotoi obtained his master degree in information engineering in Kyoto University in Japan in 1987. Mr. Kotoi currently holds 27,442 shares of SJI Inc., representing approximately 3.32% of the total issued share capital of SJI Inc.

Mr. Kotoi entered into a service contract with the Company with an initial term of one (1) year commencing on 11 June 2012 unless and until terminated by either party by serving not less than three months’ written notice. He will be subject to retirement by rotation at least once every three years and re-election at the annual general meeting of the Company in accordance with the Articles of Association. Mr. Kotoi will receive a remuneration of HK$100,000 per month. Mr. Kotoi is also entitled to such additional benefits as the Board shall in its discretion

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DETAILS OF THE DIRECTORS TO BE RE-ELECTED

APPENDIX I

deem appropriate. The remuneration of Mr. Kotoi has been reviewed by the Salary Review Committee of the Company and was determined by the Board with reference to the prevailing market conditions, and the qualifications, experience, duties and responsibilities of Mr. Kotoi with the Company. Mr. Kotoi’s remuneration is subject to review by the Board from time to time pursuant to the power conferred on it in the annual general meeting of the Company.

Mr. Zuo Jian Zhong (aged 43)

Mr. Zuo is an executive Director and a co-chairman of the Company. He graduated from University of Science and Technology Beijing in 1992. Mr. Zuo is a director of Hua Shen Trading (International) Limited and Petrochemical Engineering Limited in Hong Kong, a director of Lian Di Petrochemical Technology Limited in the People’s Republic of China, and a director and the chief executive officer of Lian Di Clean Technology Limited, a company whose shares are quoted on OTC Pink Sheet in the United States of America and approximately 54.55% of the entire issued share capital of which is owned by SJI Inc., a company whose shares are listed on the Tokyo Stock Exchange JASDAQ (Standard) and a controlling shareholder of the Company.

Mr. Zuo entered into a service contract with the Company with an initial term of one (1) year commencing on 18 July 2012 unless and until terminated by either party by serving not less than three months’ written notice. He will be subject to retirement by rotation at least once every three years and re-election at the annual general meeting of the Company in accordance with the Articles of Association. Mr. Zuo will receive a remuneration of HK$40,000 per month. Mr. Zuo is also entitled to such additional benefits as the Board shall in its discretion deem appropriate. The remuneration of Mr. Zuo has been reviewed by the Salary Review Committee of the Company and was determined by the Board with reference to the prevailing market conditions, and the qualifications, experience, duties and responsibilities of Mr. Zuo with the Company. Mr. Zuo’s remuneration is subject to review by the Board from time to time pursuant to the power conferred on it in the annual general meeting of the Company.

Mr. Chui Man Lung Everett (aged 49)

Mr. Chui is an independent non-executive director of the Company. He is a fellow member of the Hong Kong Institute of Certified Public Accountants and the Association of Chartered Certified Accountants and member of the Institute of Chartered Accountants in England and Wales. Mr. Chui qualified as a Professional Accountant with KPMG, Hong Kong in 1990 and left KPMG in 1993. Before his departure, he was in charge of audits of banks, fashion retailers and manufacturers listed on the Main Board of the Stock Exchange and initial public offering (‘‘IPO’’) audit for a major national corporation, and also participated in the restructuring of two banking groups. Since then Mr. Chui has been working on various IPOs and pre-IPO projects for various industries in China and Hong Kong before joining as the Chief Financial Officer and Company Secretary of Yau Lee Holdings Limited (a company listed on the Main Board of the Stock Exchange). Mr. Chui has, since 2008, been a founding partner of Cen-1 Partners Limited, a firm which provides professional advisory services on company restructuring, merger & acquisition, pre-IPO and fund raising exercises to its clients. Its portfolio of clients includes listed companies and private companies operating in China, Hong Kong, South East Asia and Europe. Mr. Chui was an independent non-executive director

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DETAILS OF THE DIRECTORS TO BE RE-ELECTED

APPENDIX I

of Cosmopolitan International Holdings Limited (a company listed on the Main Board of the Stock Exchange) from 2002 to 2003, an independent non-executive director and chairman of the audit committee of Duoyuan Printing, Inc. (a company listed on the New York Stock Exchange) from October 2010 to March 2013, and is currently an independent non-executive director and chairman of the audit committee of Taung Gold International Limited (a company listed on the Main Board of the Stock Exchange). Mr. Chui holds a Bachelor of Social Sciences (Hons) Degree in Business Economics & Accounting awarded by the University of Southampton in the United Kingdom.

Mr. Chui will enter into an appointment letter for a term of 3 years with the Company effective from 10 September 2013. Either parties may terminate the appointment by giving at least one (1) month’s notice in writing. He will be subject to retirement by rotation at least once every three years and re-election at the annual general meeting of the Company in accordance with the Articles of Association. Mr. Chui will receive a remuneration of HK$17,500 per month. The remuneration of Mr. Chui has been reviewed by the Salary Review Committee of the Company and was determined by the Board with reference to the prevailing market conditions, and the qualifications, experience, duties and responsibilities of Mr. Chui with the Company. Mr. Chui’s remuneration is subject to review by the Board from time to time pursuant to the power conferred on it in the annual general meeting of the Company.

Mr. Wu Hong (aged 54)

Mr. Wu is an independent non-executive director of the Company. He currently serves as vice president of Dagang Holdings Group Limited (大港控股集團有限公司). Mr. Wu served as a technological advisor of Peking University Resources Group (北京大學資源集團) from 2004 to 2008. During the same period, he was also the general manager of Xinjiang Peking University Science Park Company Limited (新疆北大科技園有限公司). Prior to this, Mr. Wu served as the general manager of the Japanese branch of U.S. based Netpilot LLC during 2002 to 2004. From 1994 to 2002, Mr. Wu was the division chief assistant, division chief, and department head assistant at Toyota Caelum Inc., a subsidiary of Toyota Motor Corporation. From 1988 to 1991, he served as an investment financial consultant of the Import Department of China Machinery Engineering Import and Export Corporation. Prior to this, Mr. Wu was an assistant researcher at the Research Institute of Automation Technology at the Chinese Academy of Sciences (中國科學院自動化技術研究所) from 1986 to 1988. Mr. Wu graduated from Peking University with a Bachelor Degree in 1983 and a Master’s Degree in 1986, both in computer software engineering.

Mr. Wu will enter into an appointment letter for a term of 3 years with the Company effective from 10 September 2013. Either parties may terminate the appointment by giving at least one (1) month’s notice in writing. He will be subject to retirement by rotation at least once every three years and re-election at the annual general meeting of the Company in accordance with the Articles of Association. Mr. Wu will receive a remuneration of HK$17,500 per month. The remuneration of Mr. Wu has been reviewed by the Salary Review Committee of the Company and was determined by the Board with reference to the prevailing market conditions, and the qualifications, experience, duties and responsibilities of Mr. Wu with the Company. Mr. Wu’s remuneration is subject to review by the Board from time to time pursuant to the power conferred on it in the annual general meeting of the Company.

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DETAILS OF THE DIRECTORS TO BE RE-ELECTED

APPENDIX I

Mr. Yamamoto Yoshimasa (aged 68)

Mr. Yamamoto is an independent non-executive director of the Company. He is the Chairman of Y’s Consulting Limited in Japan and the Chairman of Y’s Consulting Limited In Hong Kong. Mr. Yamamoto graduated from the School of Business Administration of Hosei University in Japan in 1967, and obtained the professional qualifications as a certified public consultant and a tax accountant in Japan in 1973. Mr. Yamamoto established 山本公認會計士 事務所 (Yamamoto Certified Public Accountants, the predecessor of Y’s Consulting Limited) in 1975.

Mr. Yamamoto has entered into a letter of appointment with the Company commencing on 11 June 2012 and shall continue until the Company’s next annual general meeting unless terminated by either party by serving not less than one (1) month’s written notice. He will be subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association. Mr. Yamamoto will receive a remuneration of HK$17,500 per month. The remuneration of Mr. Yamamoto has been reviewed by the Salary Review Committee of the Company and was determined by the Board with reference to the prevailing market conditions, and the qualifications, experience, duties and responsibilities of Mr. Yamamoto with the Company. Mr. Yamamoto’s remuneration is subject to review by the Board from time to time pursuant to the power conferred on it in the annual general meeting of the Company.

As at the Latest Practicable Date, each of the Re-elected Directors confirms that, save as disclosed in the above, (i) he does not have any relationship with any directors, senior management, management shareholders, substantial shareholders, or controlling shareholder of the Company; (ii) he does not have any interest in the shares of the Company within the meaning of Part XV of the SFO; (iii) he does not hold other positions with the Company and other members of the Group; and (iv) he did not hold any directorship in the last three years preceding the Latest Practicable Date in any public companies of which are listed on any securities market in Hong Kong or overseas.

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 each Re-elected Director.

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NOTICE OF EGM

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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)

NOTICE IS HEREBY GIVEN THAT the extraordinary general meeting of SinoCom Software Group Limited (the ‘‘Company’’) will be held at 3/F, Nexxus Building, 77 Des Voeux Road, Central, Hong Kong on Monday, 11 November 2013, at 10:00 a.m. to consider and, if thought fit, to pass with or without modification the following ordinary resolutions:

ORDINARY RESOLUTIONS

1. ‘‘THAT:

2. (a) the declaration and payment of a special dividend of HK$0.07 per ordinary share of HK$0.025 each of the Company out of the retained earnings and share premium account of the Company (the ‘‘Special Dividend’’) to shareholders of the Company whose names appear on the register of members of the Company on the record date fixed by the board of directors (the ‘‘Board’’) for determining the entitlements to the Special Dividend be and is hereby approved; and

3. (b) any director of the Company be and is hereby authorised to take such action, do such things and execute such further documents as the director may at his absolute discretion consider necessary or desirable for the purpose of or in connection with the implementation of the payment of the Special Dividend.’’

4. ‘‘THAT Mr. Kotoi Hirofumi be and is hereby re-elected as an executive director of the Board with immediate effect, and to authorise the Board to fix the remuneration.’’

5. ‘‘THAT Mr. Zuo Jian Zhong be and is hereby re-elected as an executive director of the Board with immediate effect, and to authorise the Board to fix the remuneration.’’

6. ‘‘THAT Mr. Li Jian be and is hereby re-elected as a non-executive director of the Board with immediate effect, and to authorise the Board to fix the remuneration.’’

7. ‘‘THAT Mr. Chui Man Lung Everett be and is hereby re-elected as an independent non-executive director of the Board with immediate effect, and to authorise the Board to fix the remuneration.’’

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NOTICE OF EGM

1. ‘‘THAT Mr. Wu Hong be and is hereby re-elected as an independent non-executive director of the Board with immediate effect, and to authorise the Board to fix the remuneration.’’

2. ‘‘THAT Mr. Yamamoto Yoshimasa be and is hereby re-elected as an independent non-executive director of the Board with immediate effect, and to authorise the Board to fix the remuneration.’’

By Order of the Board Wang Zhiqiang Zuo Jian Zhong Co-Chairman Co-Chairman

Hong Kong, 21 October 2013

Notes:

• (a) The register of members of the Company will be closed on 15 November 2013 during which period no transfer of shares in the Company can be registered. In order to qualify for attending the extraordinary 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 14 November 2013.

• (b) 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.

• (c) 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.

• (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 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.

• (e) As at the date hereof, the executive directors of the Company are Mr. Wang Zhiqiang, Mr. Zuo Jian Zhong and Mr. Kotoi Hirofumi; the non-executive directors of the Company are Mr. Li Jian, Mr. Wang Xubing and Dr. Shi Chongming; and the independent non-executive directors of the Company are Mr. Chui Man Lung, Everett, Mr. Wu Hong and Mr. Yamamoto Yoshimasa.

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