Sing Lee Software (Group) Limited — Capital/Financing Update 2010

Aug 20, 2010

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)

COMPLETION OF PRIVATE PLACING OF UNLISTED WARRANTS

COMPLETION OF PLACING

The Board is pleased to announce that the Placing was completed on 20 August 2010 in accordance with the terms and conditions of the Placing Agreement. An aggregate of 159,000,000 Warrants have been successfully placed by the Company to not less than six individuals, corporate, institutional investors or other investors who are third parties independent of the Company and its connected persons (within the meaning of the GEM Listing Rules) of the Company, at the Issue Price of HK$0.03 and the Subscription Price is HK$0.60 per Warrant.

Reference is made to the announcement of the Company dated 4 August 2010 (the “Announcement”) in relation to the Placing. Unless otherwise stated, capitalised terms used in this announcement shall have the same meanings as those defined in the Announcement.

The Board is pleased to announce that the Placing was completed on 20 August 2010 in accordance with the terms and conditions of the Placing Agreement dated 4 August 2010. An aggregate of 159,000,000 Warrants have been successfully placed by the Company to not less than six individuals, corporate, institutional investors or other investors who are third parties independent of the Company and its connected persons (within the meaning of the GEM Listing Rules) of the Company, at the Issue Price of HK$0.03 and the Subscription Price of HK$0.60 per Warrant. The subscription period for the Warrants will be from the date of issue of the Warrants to the expiry of the 18 months of the issue of the Warrants.

• For identification purposes only

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Upon the exercise of the subscription rights attaching to the Warrants in full, a maximum of 159,000,000 Warrant Shares, will be issued and allotted, representing approximately 19.98% of the existing issued share capital of the Company and approximately 16.65% of the issued share capital of the Company as enlarged by the issue and allotment of the Warrant Shares.

For illustration purpose, the shareholding structures of the Company as at the date of this announcement and upon full exercise of subscription rights attaching to the Warrants are as follows (assuming there are no other changes to the Company’s issued share capital):–

Shareholder Goldcorp Industrial Limited (Note) Warrantholders Other public/Shareholders Total	As at the date of this announcement Number of Shares % Approximately 287,855,000 36.17 – – 507,985,000 63.83 795,840,000 100.00	Assuming full exercise of the subscription rights attaching to the Warrants Number of Shares % Approximately 287,855,000 30.15 159,000,000 16.65 507,985,000 53.20 954,840,000 100.00	Assuming full exercise of the subscription rights attaching to the Warrants Number of Shares % Approximately 287,855,000 30.15 159,000,000 16.65 507,985,000 53.20 954,840,000 100.00
			100.00

Note:

1. Goldcorp Industrial Limited is a company incorporated in the British Virgin Islands equally owned by Mr. Hung Yung Lai, the executive director and chairman of the Company, and Great Song Enterprises Limited which in turn is wholly owned by Ms. Li Kei Ling.

2. Ms. Li Kei Ling controls more than one third of the voting power of Great Song Enterprises Limited which in turn holds more than one third of the voting power of Goldcorp Industrial Limited. Ms. Li Kei Ling is deemed, by virtue of the Securities and Futures Ordinance (Chapter 571 ) (“SFO”), to be interested in the same 287,855,000 shares held by Goldcorp Industrial Limited.

3. Mr. Hung Yung Lai controls more than one third of the voting power of Goldcorp Industrial Limited. Mr. Hung Yung Lai is deemed, by virtue of the SFO, to be interested in the same 287,855,000 shares held by Goldcorp Industrial Limited.

4. Madam Iu Pun is the wife of Mr. Hung Yung Lai and is deemed to be interested in these shares in which Mr. Hung Yung Lai is deemed or taken to be interested for the purpose of the SFO.

5. Assuming none of the Warrantholders will become a substantial Shareholder.

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As at the date of this announcement, the existing authorized share capital of the Company consists of 10,000,000,000 Shares out of which 795,840,000 Shares are issued and fully paid up.

As at the date of this announcement, there are 68,980,000 outstanding share options of the Company.

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

Hong Kong, 20 August 2010

As at the date of this announcement, the board of Directors 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) Lo King Man (Independent Non-Executive Director)

This announcement, for which the directors of the Sing Lee Software (Group) Limited collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited for the purpose of giving information with regard to the Sing Lee Software (Group) Limited. 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 document 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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