Sing Lee Software (Group) Limited — Board/Management Information 2004

Dec 16, 2004

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)

RESIGNATION OF AN INDEPENDENT NON-EXECUTIVE DIRECTOR AND A MEMBER OF AUDIT COMMITTEE AND OUTSTANDING APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR AND AUDIT COMMITTEE MEMBER

The board of directors (the “Board”) of Sing Lee Software (Group) Limited (the “Company”) announces that:

1. With effective from 16 December 2004, Mr. Pan Yun has resigned from the position of an independent non-executive director and a member of audit committee resulting from the prohibition issued by the Chinese Committee Party. Pursuant to the document Jiao Dang [2004] No. 31 issued by Party Education Committee of the Chinese Committee Party, key leaders directly under post-secondary education institutions are not allowed to take up responsibility of independent director in operating entities of the community. As Mr. Pan is now the chancellor of Zhejiang University, he is also not allowed to be an independent director of any entities. As a result, he resigned his job of the Company. He confirmed that there was no disagreement with the Board and there were no matters need to be brought to the attention of the shareholders of the Company.

2. Following the resignation of Mr. Pan, the Board consists of 2 independent non-executive directors and 2 members of audit committee. Therefore, the Company is not able to comply with Rules 5.05 and 5.28 of the Rules Governing the Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited (the “GEM Listing Rules”) which require the Company to retain at all times a minimum of three independent non-executive directors and three audit committee members. The Company will try its best endeavours to identify suitable candidates to fill in the vacancy within three months as required under rule 5.06 of the GEM Listing Rules. Further announcement in relation to the appointment of the new independent non-executive directors will be made by the Company as and when appropriate in accordance with the GEM Listing Rules.

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The Board believes that the resignation of Mr. Pan will not have any material adverse impact on the operations of the Company.

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) Pao Ping Wing (Independent Non-Executive Director) Tam Kwok Hing (Independent Non-Executive Director)

Hong Kong, 16 December, 2004

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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