Sing Lee Software (Group) Limited — AGM Information 2011

Feb 9, 2011

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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(incorporated in Bermuda with limited liability)

(Stock Code: 8076)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE is hereby given that a special general meeting of Sing Lee Software (Group) Limited (the “ Company ”) will be held at Plaza 4, Lower Lobby, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong on Monday, 28 February 2011 at 10:00 a.m. for the purpose of considering and, if though fit, passing, with or without amendments, the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

1. “ THAT subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) having granted or agreeing to grant the listing of, and permission to deal in, the shares of the Company (the “ Shares ”) to be alloted and issued upon exercise of the share options (the “ Director Share Options ”) granted to Mr. Hung Yung Lai (“ Mr. Hung ”), the Chairman and an executive director of the Company, details of it are described in the circular of the Company dated 10 February 2011 (a copy of which is produced to the meeting marked “ A ” and signed by the chairman of the meeting for the purpose of identification) (the “ Circular ”):

2. (i) the grant to Mr. Hung the Director Share Options to subscribe for 65,000,000 Shares (the “ DSO Option Shares ”) at an exercise price of HK$0.730 per Share under the existing share option scheme of the Company adopted on 27 August 2001 (the “ Existing Scheme ”) on such terms as stipulated in the offer letter to Mr. Hung issued pursuant to the Existing Scheme be and is hereby approved;

3. For identification purposes only

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• (ii) a specific mandate to the Directors (the “ DSO Specific Mandate ”) to allot, issue or otherwise deal in the DSO Option Shares upon exercise of the conversion rights under the Director Share Options be and is hereby approved;

• (iii) any one of the Directors (other than Mr. Hung) be and is hereby authorised to do any act or thing and to sign, seal, execute or deliver any document for and on behalf of the Company as may be necessary, desirable or expedient in connection with the grant of the Director Share Options and the DSO Specific Mandate; and

• (iv) all acts and actions taken by the Directors or any of them in connection with the grant of the Director Share Options to Mr. Hung before the date hereof be hereby approved, ratified and confirmed.”

• “ THAT subject to and conditional upon the Listing Committee of the Stock Exchange having granted or agreeing to grant the listing of, and permission to deal in, the Shares to be alloted and issued upon exercise of the share options (the “ Employees Share Options ”) granted to the twentythree employees of the Company (the “ Employee Grantees ”), (a list of the names of, and the share options granted to the respective Employee Grantees and details of the terms of the Employees Share Options are described in the Circular):

• (i) the grant to the Employee Grantees the Employees Share Options to subscribe for 19,260,000 Shares (the “ ESO Option Shares ”) at an exercise price of HK$0.714 per Share under the Existing Scheme on such terms as stipulated in the offer letters to Employee Grantees issued pursuant to the Existing Scheme be and is hereby approved;

• (ii) a specific mandate to the Directors (the “ ESO Specific Mandate ”) to allot, issue or otherwise deal in the ESO Option Shares upon exercise of the conversion rights under the Employees Share Options be and is hereby approved;

• (iii) any one of the Directors be and is hereby authorised to do any act or thing and to sign, seal, execute or deliver any document for and on behalf of the Company as may be necessary, desirable or expedient in connection with the grant of the Employees Share Options and the ESO Specific Mandate; and

• (iv) all acts and actions taken by the Directors or any of them in connection with the grant of the Employees Share Options to the Employee Grantees before the date hereof be hereby approved, ratified and confirmed.”

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1. “ THAT subject to and conditional upon the Stock Exchange granting approval of the listing of, and permission to deal in, the Shares to be issued pursuant to the exercise of options which may be granted under the Refreshed Scheme Mandate Limit (as defined below), the refreshment of the limit in respect of the granting of share options under the Existing Scheme and any other share option schemes of the Company (including the New Scheme (as defined in resolution no. 4 below) if resolution no. 4 is approved) up to a new 10 per cent limit (the “ Refreshed Scheme Mandate Limit ”) be approved provided that:

2. (i) the total number of Shares which may be issued upon exercise of options to be granted under the Existing Scheme after the date of the passing of this resolution, together with all options to be granted under any other share option schemes of the Company (including the New Scheme, if approved and having become effective) on or after the date of passing this resolution, must not exceed 10 per cent of the number of Shares in issue as at the date of passing this resolution;

3. (ii) options granted prior to the date of passing this resolution under the Existing Scheme or any other share option schemes of the Company (including without limitation the Director Share Options, the Employees Share Options and all those outstanding, cancelled, lapsed or exercised in accordance with the Existing Scheme or such other schemes of the Company) shall not be counted for the purpose of calculating the Refreshed Scheme Mandate Limit; and

4. (iii) any director of the Company be and is hereby authorised to do such act and execute such document to effect the Refreshed Scheme Mandate Limit.”

5. “ THAT conditional on the Listing Committee of the Stock Exchange granting the approval of the listing of, and permission to deal in, the Shares which may fall to be issued pursuant to the new share option scheme of the Company conditionally adopted by the Directors on 1 February 2011 (the “ New Scheme ”) (a copy of which is produced to the meeting marked “ B ” and signed by the chairman of the meeting for the purpose of identification), the principal terms of it are described in the Appendix to the Circular, a copy of which has already been produced to the meeting marked “ A ” and signed by the chairman of the meeting for the purpose of identification), the New Scheme be and is hereby approved and adopted by the Company and the New Scheme shall become effective immediately after expiration of the Existing Scheme and the board of Directors be and are hereby authorised to administer the New Scheme, to grant options and to allot, issue and deal with the Shares pursuant to the exercise of any option granted thereunder and to take such steps and do such acts and to enter into such transactions, arrangements or agreements as may be necessary or expedient in order to implement and give full effect to the New Scheme.”

By Order of the Board

Sing Lee Software (Group) Limited Hung Yung Lai

Chairman

Date: 10 February 2011

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Registered office: Clarendon House 2 Church Street Hamilton, HM11 Bermuda

Head office and principal place of business: 32nd Floor, Morrison Plaza 5-9A Morrison Hill Road Wanchai Hong Kong

Notes:

1. 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. A proxy need not be a member of the Company. A member who is the holder of two or more shares of the Company may appoint more than one proxy to represent him to attend and vote on his behalf. Any corporation which is a shareholder of the Company may, by resolution of its directors or other governing body or by power of attorney, authorise such person or persons as it thinks fit to act as its corporate representative or representatives provided that if more than one person is so authorised, the authority shall specify the number and class of shares held by the relevant shareholder in respect of which each such person is authorised to act as corporate representative.

2. A form of proxy for use in connection with the meeting is enclosed with the circular of the Company dated 10 February 2011. Copies of which may be found on the website of the Stock Exchange at www.hkgem.com under “Latest Listed Companies Information” and on the website of the Company at http://www.singlee.com.cn. In order to be valid, the form of proxy must be delivered at the Company’s branch share registrar, Tricor Abacus Ltd., 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong together with a power of attorney or other authority, if any, under which it is signed or a certified copy of that power of attorney or authority, not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote and in default the instrument of proxy shall not be treated as valid.

3. Delivery of the form of proxy shall not preclude a member of the Company from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

4. Where there are joint holders of any share any one of such joint holder may vote at the meeting, 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 the 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.

5. In accordance with the Rules Governing the Listing of Securities on Growth Enterprise Market of The Stock Exchange of Hong Kong Limited, voting on the above resolutions will be taken by poll.

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As at the date of this announcement, the Board comprises Hung Yung Lai (executive Director), Cui Jian (executive Director), Xu Shu Yi (executive Director), Pao Ping Wing (independent non-executive Director), Tam Kwok Hing (independent non-executive Director) and Lo King Man (independent nonexecutive Director).

This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM 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 announcement 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 announcement misleading.

This announcement will remain on the GEM website at http://www.hkgem.com on the “Latest Company Announcements” page for at least seven days from the day of its posting and on the Company’s website at http://www.singlee.com.cn.

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