Glory Sun Land Group Limited — Proxy Solicitation & Information Statement 2015

Aug 21, 2015

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

==> picture [67 x 79] intentionally omitted <==

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 OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the extraordinary general meeting (the ‘‘EGM’’) of SinoCom Software Group Limited (the ‘‘Company’’) will be held at Room 1804A, 18/F, Tower 1, Admiralty Centre, 18 Harcourt Road, Admiralty, Hong Kong on Tuesday, 15 September 2015 at 10:30 a.m. for the purpose of considering and, if thought fit, passing with or without amendments, the following resolutions of the Company:

ORDINARY RESOLUTION

1. ‘‘THAT subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in, the Subdivided Shares (as hereinafter defined) and any Subdivided Shares which may fall to be issued upon the exercise of the conversion rights attached to the bonds in an aggregate principal amount of HK$200,000,000 issued by the Company on 22 June 2015 or the share options granted by the Company under (i) the share option scheme of the Company adopted pursuant to a shareholders’ resolution passed on 26 March 2014 and will expire on 25 March 2024; and (ii) the share option scheme of the Company adopted pursuant to a shareholders’ resolution passed on 2 April 2004 and has expired on 1 April 2014, each of the issued and unissued shares of par value HK$0.025 each in the share capital of the Company be and is hereby subdivided into ten (10) shares of par value HK$0.0025 each (the ‘‘Subdivided Shares’’) with effect from the business day immediately following the date on which this resolution is passed (the ‘‘Share Subdivision’’) and that any director of the Company (the ‘‘Director’’) be and is authorised for and on behalf of the Company to execute all such documents, instruments and agreements and to do all such acts or things deemed by the Director in his absolute discretion to be incidental to, ancillary to or in connection with the Share Subdivision including but not limited to, to cancel any existing share certificates and to issue new share certificates in respect of the Subdivided Shares to holders of the existing shares of the Company pursuant to the Share Subdivision, and that any matters

– 1 –

that have been done on or before the date of this resolution in connection with the transactions contemplated under this resolution be and are hereby ratified, confirmed and approved.’’

SPECIAL RESOLUTION

1. ‘‘THAT subject to and conditional upon the approval of the Registrar of Companies in the Cayman Islands, the English name of the Company be changed from ‘‘SinoCom Software Group Limited’’ to ‘‘New Sports Group Limited’’ and ‘‘新體育集團有限公司’’ be adopted to replace ‘‘中訊軟件集團股份有限公司’’ as the Chinese name of the Company and that any Director of the Company be and is hereby authorized for and on behalf of the Company to do all such acts, deeds and things and to sign, seal and execute and deliver all such documents as he may, in his absolute discretion, deem fit in order to effect and implement such change of name, and that any matters that have been done on or before the date of this resolution in connection with the transactions contemplated under this resolution be and are hereby ratified, confirmed and approved.’’

By order of the Board SinoCom Software Group Limited Zuo Jian Zhong Co-Chairman

Hong Kong, 22 August 2015

Head Office and Principal Place Registered Office: of Business in Hong Kong: Cricket Square Unit 2001, 20/F., Lippo Centre Hutchins Drive Tower 2, No. 89 Queensway P.O. Box 2681 Admiralty Grand Cayman KY1-1111 Hong Kong Cayman Islands

As at the date of hereof, the Company ’ s executive directors are Mr. Wang Zhiqiang, Mr. Zuo Jian Zhong, Mr. Tang Yau Sing, Mr. Liu Wei and Mr. Zhang Zhige; and the Company ’ s independent non-executive directors are Mr. Chui Man Lung Everett, Mr. Wu Hong and Mr. Han Chu.

Notes:

1. Any member of the Company entitled to attend and vote at the EGM is entitled to appoint another person as his/her proxy to attend and vote instead of him/her. Any member of the Company who is the holder of two or more shares may appoint more than one proxy to represent him/her and vote on his/her behalf at the EGM. A proxy need not be a member of the Company.

2. To be valid, the form of proxy, together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof, must be lodged with the Hong Kong branch share registrar of the Company, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude a member from attending and voting in person at the EGM and in such event, the form of proxy shall be deemed to be revoked.

– 2 –

1. Where there are joint holders of any share, any one of such joint holder may vote, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders be present at the EGM the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

2. A form of proxy for the EGM is enclosed with this circular.

3. The voting on the resolutions at the EGM will be conducted by way of poll.

4. If Typhoon Signal No. 8 or above is in effect any time before 9:00 a.m. on the date of the EGM, the EGM will be postponed. The Company will post an announcement on the respective websites of the Company (www.sinocom.cn) and the Stock Exchange (www.hkexnews.hk) to notify members of the Company of the date, time and place of the rescheduled EGM.

– 3 –