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

Aug 21, 2015

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take 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 upon the whole or any part of the contents of this circular.

If you are in any doubt as to any aspect of this circular or as to action to be taken, you should consult a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountants or other appropriate independent professional advisers.

If you have sold or otherwise transferred all your shares in SinoCom Software Group Limited, you should at once hand this circular together with the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

This circular is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities.

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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)

CHANGE OF COMPANY NAME SHARE SUBDIVISION

CHANGE OF BOARD LOT SIZE AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening an extraordinary general meeting of SinoCom Software Group Limited (the ‘‘EGM’’) to be held on Tuesday, 15 September 2015 at 10:30 a.m. at Room 1804A, 18/F, Tower 1, Admiralty Centre, 18 Harcourt Road, Admiralty, Hong Kong is set out on pages 12 to 14 of this circular. Whether or not you are able to attend the EGM in person, you are requested to complete and return the accompanying form of proxy to 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 in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting at the EGM or any adjournment thereof (as the case may be) should you so wish and in such event, the instrument appointing the proxy shall be deemed to be revoked.

22 August 2015

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Expected Timetable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Notice of Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12

– i –

DEFINITIONS

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

• ‘‘Articles of Association’’ the articles of association of the Company, as amended from time to time

• ‘‘Board’’ the board of Directors

• ‘‘Bonds’’ means the 24 months unlisted bonds in an aggregate principal amount of HK$200,000,000 issued by the Company on 22 June 2015

• ‘‘Business Day’’ the day on which banks in Hong Kong are open for business (except Saturdays and Sundays)

• ‘‘CCASS’’ the Central Clearing and Settlement System established and operated by HKSCC

• ‘‘Change in Board Lot Size’’ the change in the board lot size for trading in the ordinary shares of the Company from 2,000 Shares to 10,000 Subdivided Shares upon the Share Subdivision becoming effective

• ‘‘Change of Company Name’’ the proposed change of the English name of the Company from ‘‘SinoCom Software Group Limited’’ to ‘‘New Sports Group Limited’’ and the adoption of ‘‘新體育集團有限公 司’’ to replace ‘‘中訊軟件集團股份有限公司’’ as the Chinese name of the Company

• ‘‘Company’’ SinoCom Software Group Limited, an exempted company incorporated in Cayman Islands with limited liability, 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 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, approving, among other things, the Share Subdivision and the Change of Company Name

• ‘‘Group’’ the Company and its subsidiaries from time to time

• ‘‘HKSCC’’ Hong Kong Securities Clearing Company Limited

• ‘‘HK$’’

• Hong Kong dollars, the lawful currency of Hong Kong

– 1 –

DEFINITIONS

• ‘‘Hong Kong’’

• ‘‘Latest Practicable Date’’

• ‘‘Listing Rules’’

• ‘‘PRC’’

• ‘‘Share(s)’’

• ‘‘Shareholder(s)’’

• ‘‘Share Option(s)’’

• ‘‘Share Option Schemes’’

• ‘‘Share Subdivision’’

• ‘‘Stock Exchange’’

• ‘‘Subdivided Share(s)’’

• ‘‘%’’

the Hong Kong Special Administrative Region of the PRC

• 20 August 2015, being the latest practicable date prior to the issue of this circular for ascertaining certain information contained herein

• the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited

• the People’s Republic of China

• share(s) of HK$0.025 each in the share capital of the Company immediately before the Share Subdivision becoming effective

• holder(s) of Shares or Subdivided Shares, as the context requires

• share option(s) granted by the Company to the eligible participants under the Share Option Schemes

• (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

• the subdivision of every issued or unissued Share into ten (10) Subdivided Shares

• The Stock Exchange of Hong Kong Limited

• share(s) of HK$0.0025 each in the share capital of the Company after the Share Subdivision having become effective

• per cent.

– 2 –

EXPECTED TIMETABLE

Set out below is the expected timetable in relation to the Share Subdivision and Change in Board Lot Size:

2015 (Hong Kong Time) Latest date and time for lodging the form of proxy for the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10:00 a.m. Sunday, 13 September 2015 Expected date and time of the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10:30 a.m. Tuesday, 15 September 2015 Announcement of poll results of the EGM . . . . . . . . . . . . . . . . . . . . . . Tuesday, 15 September 2015 The following events are conditional on the fulfillment of the conditions for the implementation of the Share Subdivision as set out in the section headed ‘‘Share Subdivision’’ in the circular. Effective date for the Share Subdivision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. Wednesday, 16 September 2015 First day of free exchange of existing share certificates for the Shares for new share certificates for the Subdivided Shares. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. Wednesday, 16 September 2015 Dealing in Subdivided Shares commences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. Wednesday, 16 September 2015 Original counter for trading in Shares in board lots of 2,000 Shares temporarily closes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. Wednesday, 16 September 2015 Temporary counter for trading in Subdivided Shares in board lots of 20,000 Subdivided Shares (in the form of existing share certificate for the Shares) opens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. Wednesday, 16 September 2015 Original counter for trading in Subdivided Shares in board lots of 10,000 Subdivided Shares (in the form of new share certificates for the Subdivided Shares) re-opens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. Friday, 2 October 2015

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EXPECTED TIMETABLE

2015

(Hong Kong Time) Parallel trading in the Shares and Subdivided Shares (in the form of new share certificates for Subdivided Shares and existing share certificates for the Shares) commences. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. Friday, 2 October 2015 Designated broker starts to stand in the market to provide matching services for odd lots of the Subdivided Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. Friday, 2 October 2015 Temporary counter for trading in Subdivided Shares in board lots of 20,000 Subdivided Shares (in the form of existing share certificates for the Shares) closes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. Friday, 23 October 2015 Parallel trading in Subdivided Shares (in the form of new share certificates for the Subdivided Shares and existing share certificates for the Shares) ends. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. Friday, 23 October 2015 Designated broker ceases to stand in the market to provide matching services for odd lots of the Subdivided Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. Friday, 23 October 2015 Last day for free exchange of existing share certificates for new share certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:30 p.m. Tuesday, 27 October 2015

Dates or deadlines specified in this circular are indicative only and may be varied by the Company. Any consequential changes to the expected timetable will be further announced by the Company as and when appropriate.

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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. Tang Yau Sing Mr. Zhang Zhige Mr. Liu Wei

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

Independent Non-executive Directors: Mr. Chui Man Lung, Everett Mr. Han Chu Mr. Wu Hong

Head Office and Principal Place of Business in Hong Kong: Unit 2001, 20/F., Lippo Centre Tower 2, No. 89 Queensway Admiralty Hong Kong 22 August 2015

To the Shareholders

Dear Sir or Madam,

CHANGE OF COMPANY NAME SHARE SUBDIVISION CHANGE OF BOARD LOT SIZE

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

Reference is made to the announcement of the Company dated 18 August 2015 in which the Board proposed the Change of Company Name, the Share Subdivision and the Change of Board Lot Size.

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LETTER FROM THE BOARD

The purpose of this circular is to provide you with information relating to (i) the Change of Company Name; (ii) the Share Subdivision and the Change in Board Lot Size; (iii) the trading arrangements in respect of the Subdivided Shares; (iv) the procedure for the free exchange of the existing share certificates for the new share certificates of the Subdivided Shares; and (v) the notice of the EGM.

CHANGE OF COMPANY NAME

The Board proposes to change the English name of the Company from ‘‘SinoCom Software Group Limited’’ to ‘‘New Sports Group Limited’’, and adopt ‘‘新體育集團有限公司’’ to replace ‘‘中訊軟件集團股份有限公司’’ as the Chinese name of the Company.

Conditions for the Change of Company Name

The Change of Company Name is subject to the following conditions:

1. the passing of a special resolution by the Shareholders at the EGM to approve the Change of Company Name; and

2. the Registrar of Companies in Cayman Islands approving the Change of the Company Name and the new name being entered in the Register of Companies by the Registrar of Companies in Cayman Islands.

Subject to the satisfaction of the conditions set out above, the Change of Company Name will take effect from the date of entry of the new English name of the Company on the Register of Companies maintained by the Registrar of Companies in Cayman Islands. Upon the Change of Company Name becoming effective, the Company will comply with the necessary filing procedures in Hong Kong.

Reasons for the Change of Company Name

The Company now focuses its business on sport related applications, mobile and webbased gaming. The Board considers that the new name ‘‘New Sports Group Limited’’ can more accurately reflect the business focus of the Group. The new name will also give the potential investors of the Company and the Shareholders a more defined corporate image and identity.

The Board considers that the Change of Company Name is in the interests of the Company and the Shareholders as a whole.

Effects on the Change of Company Name

The Change of Company Name will not affect any rights of the Shareholders. The existing share certificates for the Shares will only be valid for delivery, trading and settlement purposes for the period up to 4:00 p.m. on 27 October 2015 and thereafter will not be accepted for delivery, trading and settlement purposes. Nevertheless, the existing share certificates for the Shares in issue bearing the existing name of the Company will, after the Change of Company Name has become effective, continue to be good evidence of title to the shares of the Company. However, in conjunction with the Share Subdivision, new share certificates for the

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LETTER FROM THE BOARD

Subdivided Shares bearing the new name of the Company will be issued to replace the existing share certificates for the Shares, details of which are set out in the paragraph headed ‘‘SHARE SUBDIVISION AND CHANGE IN BOARD LOT SIZE — Free exchange of share certificates’’ below.

SHARE SUBDIVISION AND CHANGE IN BOARD LOT SIZE

As at the Latest Practicable Date, the authorized share capital of the Company is HK$100,000,000 divided into 4,000,000,000 Shares of HK$0.025 each, of which 1,323,559,128 Shares have been issued and are fully paid or credited as fully paid.

Share Subdivision

The Board proposes to implement the Share Subdivision on the basis that each issued and unissued Share of par value of HK$0.025 each will be subdivided into ten (10) Subdivided Shares of par value of HK$0.0025 each. Upon the Share Subdivision becoming effective, the authorized share capital of the Company will be HK$100,000,000 divided into 40,000,000,000 Subdivided Shares, of which 13,235,591,280 Subdivided Shares will be in issue and fully paid or credited as fully paid, assuming that no further Shares are issued or repurchased prior to the Share Subdivision becoming effective. The Share Subdivision will become effective upon the fulfillment of the conditions set out under the paragraph headed ‘‘Conditions of the Share Subdivision’’ below.

All Subdivided Shares will rank pari passu with each other in all respects and the Shares in issue prior to the Share Subdivision and the Share Subdivision will not result in any change in the rights of the Shareholder.

Conditions of the Share Subdivision

The Share Subdivision is conditional upon:

• (i) the passing of an ordinary resolution by the Shareholders at the EGM to approve the Share Subdivision;

• (ii) the Listing Committee of the Stock Exchange granting the listing of, and the permission to deal in the Subdivided Shares and any Subdivided Share which may fall to be issued upon the exercise of the conversion rights attached to the Bonds or Share Options; and

• (iii) compliance with the relevant legal procedures and requirements under the Listing Rules and the laws of the Cayman Islands (if any) to effect the Share Subdivision.

Listing Application

An application will be made by the Company to the Listing Committee of the Stock Exchange for the listing of, and the permission to deal in, the Subdivided Shares and any Subdivided Shares which may fall to be issued upon the exercise of the conversion rights attached to the Bonds or Share Options.

– 7 –

LETTER FROM THE BOARD

Subject to the granting of listing of, and permission to deal in, the Subdivided Shares arising from the Share Subdivision on the Stock Exchange, the Subdivided Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Subdivided Shares on the Stock Exchange or such other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second settlement day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

No part of the securities of the Company is listed or dealt in, nor is listing or permission to deal in the securities of the Company being proposed to be sought, on any other stock exchange.

Change in Board Lot Size

The Shares are currently traded in the board lots of 2,000 Shares. Subject to and upon the Share Subdivision becoming effective, the Board proposes to change the board lot size for trading on the Stock Exchange from 2,000 Shares to 10,000 Subdivided Shares. Based on the closing price of HK$2.14 per Share (equivalent to HK$0.214 per Subdivided Share) as quoted on the Stock Exchange on the Latest Practicable Date, the estimated value per board lot of 10,000 Subdivided Shares is HK$2,140.

Effects of the Share Subdivision and the Change in Board Lot Size

The Share Subdivision and the Change in Board Lot Size will not be expected to result in any odd lots other than those that already exist.

Save for the expenses incurred by the Company in implementing the Share Subdivision and the Change in Board Lot Size, the implementation of the Share Subdivision and the Change in Board Lot Size will not, by themselves, alter the underlying assets, business operations, management or financial position of the Company or the proportional interests of the Shareholders. The Board considers that the Share Subdivision and the Change in Board Lot Size will not have any material adverse effect on the financial position of the Company and its subsidiaries.

As at the Latest Practicable Date, the aggregate value of the outstanding Bonds is HK$200,000,000. Pursuant to the terms of the Bonds, the Share Subdivision may lead to an adjustment to the conversion price and/or the number of Shares which may fall to be issued upon the exercise of the conversion rights attached to the Bonds. The Company will make further announcement for the aforesaid adjustments to the conversion price of the Bonds and comply with the terms of the Bonds when appropriate in case the Share Subdivision becomes effective.

Pursuant to the terms of the Share Option Schemes, the Share Subdivision will cause adjustment to the exercise prices and the number of the outstanding share options. The Company will appoint its auditor or a financial adviser to review and certify the basis of such adjustments to the respective exercise prices of the outstanding share options granted under the Share Option Schemes in accordance with the Listing Rules and the Share Option Schemes.

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LETTER FROM THE BOARD

Free exchange of share certificates

Upon the Share Subdivision becoming effective, Shareholders can submit their existing share certificates for existing Shares to the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre,183 Queen’s Road East, Hong Kong, in exchange for new share certificates for the Subdivided Shares free of charge with a new par value of HK$0.0025 each (on the basis of every one (1) Share for ten (10) Subdivided Shares) between 9:00 a.m. and 4:30 p.m. on any Business Day from 16 September 2015 to 27 October 2015 (both days inclusive). Thereafter, certificates for the existing Shares will be accepted for exchange only on payment of a fee of HK$2.50 (or such higher amount as may from time to time be specified by the Stock Exchange) for each new share certificate issued for the Subdivided Shares or each existing share certificate for the Shares submitted for cancellation, whichever number of share certificates involved is higher.

It is expected that new share certificates for the Subdivided Shares will be available for collection on or after the tenth Business Day from the date of submission of the existing share certificates for the Shares to the Company’s branch share registrar at the abovementioned address.

In order to distinguish between the existing and the new share certificates, new share certificates for the Subdivided Shares will be silver grey in colour, which is different from the existing share certificates for the Shares, which are green in colour.

The existing share certificates for the Shares will only be valid for delivery, trading and settlement purposes for the period up to 4:00 p.m. on 23 October 2015 and thereafter will not be accepted for delivery, trading and settlement purposes. Nevertheless, the existing share certificates for the Shares will continue to be good evidence of title to the Subdivided Shares on the basis of one (1) existing Share for ten (10) Subdivided Shares.

Arrangement on odd lot trading

In order to facilitate the trading of odd lots (if any) of the Subdivided Shares, the Company will appoint CLC Securities Limited to provide matching service, on a best effort basis, for the sale and purchase of odd lots of Subdivided Shares. Shareholders who wish to acquire odd lots of the Subdivided Shares to make up a full board lot, or to dispose of their holding of odd lots of the Subdivided Shares should contact Mr. Johnny Chan of CLC Securities Limited at 13/F, Nan Fung Tower, 88 Connaught Road Central, Central, Hong Kong at telephone number 852 3153 1130 between 9:00 a.m. and 4:30 p.m. on any Business Day from 2 October 2015 to 23 October 2015 (both days inclusive). Holders of odd lots of the Subdivided Shares should note that successful matching of the sale and purchase of odd lots of the Subdivided Shares are not guaranteed. If any Shareholder is in doubt about the odd lot trading arrangement, such Shareholder should consult his/her/its own professional advisers.

– 9 –

LETTER FROM THE BOARD

Reasons for The Share Subdivision and Change In Board Lot Size

The Share Subdivision will decrease the nominal value of each Share and increase the total number of Shares in issue. The Share Subdivision is expected to result in downward adjustment to the trading price of each Share and the market value per board lot of Shares. The Directors believe that the reduced amount for investing in a board lot of the Subdivided Shares as a result of the Share Subdivision and Change in Board Lot Size will improve the liquidity in the trading of the shares of the Company, thereby enabling the Company to attract more investors and broaden its Shareholders’ base. The Board is of the opinion that the Share Subdivision and the Change in Board Lot Size are in the interests of the Company and the Shareholders as a whole.

The Board expects that the market price of each Subdivided Share following the Share Subdivision will be approximately one-tenth of the market price of a Share immediately before the Share Subdivision comes into effect, reflecting the fact that Shareholders will own ten times as many Shares.

Expected Timetable

The expected timetable for (i) the proposed Share Subdivision and (ii) the proposed Change in Board Lot Size is set out on pages 3 to 4 of this circular.

All times and dates in this circular refer to Hong Kong local times and dates. Dates or deadlines specified in this circular depends on the results of the EGM and are therefore for indicative purpose only. Any changes to the expected timetable will be published or notified to Shareholders as and when appropriate.

EXTRAORDINARY GENERAL MEETING

Notice of the EGM to 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. is set out on pages 12 to 14 of this circular. At the EGM, an ordinary resolution will be proposed to approve the Share Subdivision and a special resolution will be proposed to approve the Change of Company Name. A proxy form for use at the EGM is enclosed herein. Whether or not you are able to attend the EGM in person, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same at the office of 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 as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof. Completion and return the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.

LISTING RULES IMPLICATIONS

The voting in respect of the resolutions (as set out in the notice of the EGM) at the EGM will be conducted by way of a poll. As at the Latest Practicable Date, to the extent that the Company was aware having made all reasonable enquiries, no Shareholders have material

– 10 –

LETTER FROM THE BOARD

interest in the Share Subdivision and the Change in Board Lot Size, and therefore no Shareholders are required to abstain from voting on the resolution approving the resolutions as set out in the notice of the EGM.

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 full 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/her/its votes or cast all his/her/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.

RECOMMENDATION

The Board considers that the Change of Company Name, the Share Subdivision and the Change of Board Lot Size are fair and reasonable and are in the interests of the Company and its Shareholders as a whole and therefore recommends that the Shareholders vote in favor of the relevant resolutions to be proposed at the EGM.

RESPONSIBILITY STATEMENT

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, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

GENERAL

The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.

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

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NOTICE OF EXTRAORDINARY GENERAL MEETING

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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 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 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.’’

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NOTICE OF EXTRAORDINARY GENERAL MEETING

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 of Business in Hong Kong: Unit 2001, 20/F., Lippo Centre Tower 2, No. 89 Queensway Admiralty Hong Kong

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

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NOTICE OF EXTRAORDINARY GENERAL MEETING

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.

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