Sing Lee Software (Group) Limited — AGM Information 2005

Apr 29, 2005

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, 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 announcement.

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(Incorporated in Bermuda with limited liability)

(Stock code: 8076)

CLARIFICATION ANNOUNCEMENT

This announcement is to clarify the information contained in the Form of Proxy for Annual General Meeting of year 2005.

The board of directors (the “Board”) of the Company wishes to clarify certain information contained in the Form of Proxy for Annual General Meeting of year 2005.

Reference is made to Resolutions No. 2. This resolution will be subdivided into 2(i); 2(ii); 2(iii) and 2(iv). A revised proxy form is attached herewith.

The revised proxy form will be despatched to the shareholders of the Company as soon as possible.

By Order of the Board Sing Lee Software (Group) Limited Hung Yung Lai Chairman

The Board comprises of:

Hung Yung Lai (Executive Director) Cui Jian (Executive Director) Xu Shu Yi (Executive Director) Wong Chi Shun (Executive Director) Pao Ping Wing (Independent Non-Executive Director) Tam Kwok Hing (Independent Non-Executive Director) Lo King Man (Independent Non-Executive Director)

Hong Kong, 28th April 2005

This announcement, for which the directors of the Company collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on the GEM of the Stock Exchange for the purpose of giving information with regard to the Company. The directors of the Company, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief:— 1. the information contained in this announcement is accurate and complete in all material respects and not misleading; 2. there are no other matters the omission of which would make any statement in this announcement misleading; and 3. all opinions expressed in this announcement have been arrived at after due and careful consideration and are founded on bases and assumptions that are fair and reasonable.

This announcement will remain on the “Latest Company Announcements” page on the GEM website for at least 7 days from the date of its publication.

* For identification purpose only

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(Incorporated in Bermuda with limited liability) FORM OF PROXY FOR ANNUAL GENERAL MEETING

I/We[1]

of

being the registered holder(s) of[2] shares of HK$0.01 each in the capital

of Sing Lee Software (Group) Limited (the “Company”), HEREBY APPOINT[3]

of

or failing him, the Chairman of the meeting as my/our proxy to attend the Annual General Meeting of the Company to be held at Plaza I-III, Novotel Century Hong Kong Hotel, 238 Jaffe Road, Wanchai, Hong Kong on Tuesday, 10th May, 2005 at 10:00 a.m. and at any adjournment thereof, to vote for me/us as hereunder indicated, or if no such indication is given, as my/our proxy thinks fit.

			RESOLUTIONS	FOR4	AGAINST4	AGAINST4
	1.		To receive and consider the audited combined financial statements and the
			reports of the directors and auditors for the year ended 31st December 2004.
	2(i).		To re-elect Mr. Xu Shu Yi as director and authorise the board of directors to fix
			his remuneration.
	2(ii).		To re-elect Mr. Tam Kwok Hing as director and authorise the board of directors
			to fix his remuneration.
	2(iii).		To re-elect Mr. Lo King Man as director and authorise the board of directors to
			fix his remuneration.
	2(iv).		To re-elect Ms. Wong Chi Shun as director and authorise the board of directors
			to fix her remuneration.
	3.		To re-appoint auditors and authorise the board of directors to fix their
			remuneration.
	4(A).		Ordinary resolution no. 4(A) set out in the notice of the Annual General Meeting
			(to give a general mandate to the directors to issue shares in the Company).
	4(B).		Ordinary resolution no. 4(B) set out in the notice of the Annual General Meeting
			(to give a general mandate to the directors to repurchase shares in the Company).
	4(C).		Ordinary resolution no. 4(C) set out in of the notice of the Annual General
			Meeting (to extend the general mandate to the directors to issue shares in the
			Company).
	Dated	this	day of 2005 Signature5

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS.

2. Please insert the number of shares of HK$0.01 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).

3. 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. A proxy need not be a member of the Company.

4. Important: If you wish to vote for any of the resolution, tick in the appropriate box marked “For”. If you wish to vote against any of the resolution, tick in the appropriate 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 referred to above.

5. Any Member entitled to attend and vote at a meeting of the Company shall be entitled to appoint another person as his proxy to attend and vote instead of him.

6. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same.

7. The instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, shall be delivered to the Company’s branch registrars, Abacus Share Registrars Limited, Ground Floor, BEA Harbour View Center, Wanchai, Hong Kong not less than forty-eight (48) hours before the time appointed for holding the meeting.

8. Deliver of an instrument appointing a proxy shall not preclude a Member from attending and voting in person at the meeting convened and in such event, the instrument appointing a proxy shall be deemed to be revoked.

9. 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 were solely entitled thereto, but if more than one of such joint holders be present at any meeting 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 in respect of the joint holding.

10. for identification only

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