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

Jul 22, 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.

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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 an extraordinary general meeting (‘‘EGM’’) of SinoCom Software Group Limited (the ‘‘Company’’) will be held at Room 1804, 18/F, Tower 1, Admiralty Centre, 18 Harcourt Road, Admiralty, Hong Kong at 11:00 a.m. on 13 August 2015 for the purpose of considering and, if thought fit, passing the following resolution as ordinary resolution:

ORDINARY RESOLUTION

1. ‘‘THAT:

   • (a) the creation of the conversion right (the ‘‘Conversion Right’’) which will be attached to the bonds issued by the Company on 22 June 2015 in the aggregate principal amount of HK$200,000,000 (the ‘‘Bonds’’) in accordance with the terms and conditions of the Bonds, and the allotment and issue of any conversion shares of HK$0.025 each (the ‘‘Conversion Share’’) in the share capital of the Company upon the exercise of the Conversion Rights (if created and attached to the Bonds) be and are hereby approved, confirmed and ratified;

   • (b) subject to The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in, the whole or such part of the Conversion Shares to be allotted and issued, the directors of the Company (the ‘‘Directors’’) be and are hereby granted a specific mandate to exercise the powers of the Company to allot and issue such relevant Conversion Shares upon the exercise of the Conversion Rights (if created and attached to the Bonds) at a conversion price (the ‘‘Conversion Price’’) of HK$2.50 per Conversion Share, subject to adjustments in accordance with the terms and conditions of the Bonds; and

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• (c) any Director be and is hereby authorized to exercise all powers of the Company and take all steps as might in his opinion be desirable, necessary or expedient in connection with the creation and attachment of the Conversion Rights to the Bonds and the issue and allotment of the Conversion Shares upon the exercise of the Conversion Rights (if created and attached to the Bonds) at the Conversion Price subject to adjustments in accordance with the terms and conditions of the Bonds.’’

By Order of the Board SinoCom Software Group Limited Wang Zhiqiang Zuo Jian Zhong Co-Chairman Co-Chairman

Hong Kong, 23 July 2015

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

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

Notes:

1. A shareholder of the Company entitled to attend and vote at the EGM is entitled to appoint one or more proxy(ies) (if he/she/it is the holder of two or more shares) to attend and on a poll, vote instead of him/ her at the EGM that the appointment shall specify the number and class of shares in respect of which such proxy is so appointed. A proxy need not be a shareholder of the Company.

2. In order to be valid, the instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power of authority, must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof.

3. Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the meeting or at any adjourned meeting thereof (as the case may be) should they so wish, and in such event, the form of proxy shall be deemed to be revoked.

4. Where there are joint registered holders of any shares, any one of such joint holders may vote, either in person or by proxy in respect of such shares as if he/she was solely entitled thereto, but if more than one of such joint holders are present at the meeting, whether in person or by proxy, the joint registered holder present whose name stands first on the register of shareholders of the Company in respect of the shares shall be accepted to the exclusion of the votes of the other registered holders.

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