Glory Sun Land Group Limited — Proxy Solicitation & Information Statement 2014

Feb 19, 2014

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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)

FORM OF PROXY FOR 2012 ANNUAL GENERAL MEETING (or at any adjournment thereof)

I/We[(Note][1)] , of

being the registered holder(s) of[(Note][2)] shares of HK$0.025 each in the capital of SinoCom Software Group Limited (the ‘‘Company’’), HEREBY APPOINT the Chairman of the meeting, or[(Note][3)] of or failing him/her of as my/our proxy to attend and act for me/us and my/our behalf at the Annual General Meeting (or any adjournment thereof) of the Company to be held at Room 1804, 18/F., Tower 1, Admiralty Centre, 18 Harcourt Road, Admiralty, Hong Kong on 26 March, 2014 at 10:00 a.m. and at any adjournment thereof, to vote for me/us as hereunder indicated, or if no indication is given, as my/our proxy thinks fit.

	RESOLUTIONS	RESOLUTIONS	FOR(Note 4)	AGAINST (Note 4)
	1.	To receive and consider the audited consolidated financial statements and the reports of the directors and auditors for the year ended 31 December 2012.
	2.	(a) To re-elect Mr. Wang Zhiqiang as a director.
		(b) To re-elect Mr. Wang Xubing as a director.
		(c) To re-elect Dr. Shi Chongming as a director.
	3.	To authorize the board of directors of the Company to fix the director’s remuneration.
	4.	To re-appoint RSM Nelson Wheeler as the auditors of the Company and authorise the board of directors of the Company to fix their remuneration.
	5.	To approve Resolution No. 5 set out in the notice of the Annual General Meeting (the ‘‘AGM’’) (to give a general mandate to the directors to issue shares in the Company).
	6.	To approve Resolution No. 6 set out in the notice of the AGM (to give a general mandate to the directors to repurchase shares in the Company).
	7.	To approve Resolution No. 7 set out in the notice of the AGM (to extend the general mandate to the directors to issue shares in the Company).
	8.	To approve Resolution No. 8 set out in the notice of the AGM (to approve the New Share Option Scheme of the Company).

Date:

[5)] Signature[(Note] :

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS. 2. Please insert the number of shares of HK$0.025 each registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares in the capital of the Company registered in your name(s).

2. Please insert the name and address of the proxy desired. If no name is inserted, the Chairman of the meeting will act as your proxy. Any shareholder may appoint one or more proxies to attend and, on a poll, vote instead of him. A proxy need not be a member of the Company but must attend the meeting in person to represent you.

3. IMPORTANT: IF YOU WISH TO VOTE FOR ANY OF THE RESOLUTIONS, PLEASE TICK IN THE RELEVANT BOX MARKED ‘‘FOR’’. IF YOU WISH TO VOTE AGAINST ANY OF THE RESOLUTIONS, PLEASE TICK IN THE RELEVANT BOX MARKED ‘‘AGAINST’’. Failure to tick a box will entitle your proxy to cast your vote in respect of such resolution at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the meeting other than those resolutions referred to above.

4. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same.

5. Any vote in respect of the resolutions to be put forward for consideration at the meeting will be taken by poll.

6. 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.

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8. Any alteration made to this form of proxy must be initialled by the person who signs it.