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

Apr 29, 2010

51256_rns_2010-04-29_92f937e6-13b7-490b-a8b7-f2dc63efc390.pdf

Capital/Financing Update

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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: 08076)

COMPLETION OF PLACING OF NEW SHARES

COMPLETION OF PLACING

The Board is pleased to announce that the Placing was completed on 29 April 2010 in accordance with the terms and conditions of the Placing Agreement. An aggregate of 132,640,000 Placing Shares 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 Placing Price of HK$0.61 per Placing Share.

Reference is made to the announcement of the Company dated 9 April 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 29 April 2010 in accordance with the terms and conditions of the Placing Agreement dated 9 April 2010. An aggregate of 132,640,000 Placing Shares 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 Placing Price of HK$0.61 per Placing Share and an aggregate of 132,640,000 new Shares, representing approximately 16.67% of the issued share capital of the Company as at the date of this announcement, have been issued and allotted by the Company to the Placees at the Placing Price of HK$0.61 per Share. The net proceeds from the Placing amount to approximately HK$78.3 million.

* For identification purposes only

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The shareholding structure of the Company before and after the Placing is as follows:

Shareholder
Goldcorp Industrial Limited_(Note)_
Public Shareholders
The Placees
Others
Total
Immediately
before
Completion
Number of
%
Shares approximately
337,855,000
50.94


325,345,000
49.06
663,200,000
100.00
Immediately
after
Completion
Number of
%
Shares approximately
337,855,000
42.45
132,640,000
16.67
325,345,000
40.88
795,840,000
100.00
Immediately
after
Completion
Number of
%
Shares approximately
337,855,000
42.45
132,640,000
16.67
325,345,000
40.88
795,840,000
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 337,855,000 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 337,855,000 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.

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

Chairman

Hong Kong, 29 April 2010

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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 Company (“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: (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 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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